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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
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Definitive Additional Materials
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Date, Time & Location:
Thursday, May 8, 2025
8:00 a.m. (ET) 1550 Peachtree Street, N.W.
Atlanta, Georgia 30309 |
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Review your proxy statement and vote in one of four ways:
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Via the internet
Visit the website listed on your proxy card
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By telephone
Call the telephone number on your proxy card
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By mail
Sign, date and return your proxy card in the enclosed envelope
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Attend the meeting
Attend the meeting in person or virtually and cast your vote
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Elect the ten director nominees named in the accompanying Proxy Statement.
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Hold a non-binding, advisory vote on the compensation paid to the Company’s named executive officers (commonly referred to as “say-on-pay”).
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Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025.
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Approve amendments to the Company’s Articles of Incorporation to eliminate supermajority voting requirements.
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Consider other business properly brought before the meeting or any adjournment or postponement thereof.
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Election to receive electronic delivery of future annual meeting materials.
You can expedite delivery and avoid costly mailings by confirming in advance your preference for electronic delivery. For further information on how to take advantage of this cost-saving service, please see page 124 of the Proxy Statement. |
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Time and Date:
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Item of Business
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Board Vote Recommendation
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Further Details
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| 1. | | | Election of Ten Directors | | |
The Board recommends a vote “FOR” each
of our director nominees |
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| 2. | | | Advisory Vote to Approve Named Executive Officer Compensation (“Say-on-Pay”) | | | The Board recommends a vote “FOR” this proposal | | | See page 50 | |
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Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for 2025
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See page 114
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Approval of Amendments to our Articles of Incorporation to Eliminate Supermajority Voting Requirements
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See page 116
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Via the internet
Visit the website listed
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By telephone
Call the telephone number on your proxy card
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By mail
Sign, date and return your proxy card in the enclosed envelope
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Attend the meeting
Attend the meeting in person or virtually and cast your vote
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Our Purpose
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Our purpose is helping people live their financial best.
We strive to create economically healthy individuals and communities everywhere we do business. In a single year, our unique data and analytics change millions of lives across the world.
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Our Values
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Our values express who we are, how we work and the behaviors that support our company, our vision and our purpose. They serve as guiding principles for our global team. They are:
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Be leaders in security and trusted data stewards
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Lead with integrity and be personally accountable
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Hold high standards in all our markets around the world
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Exceed our customers’ expectations every day
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Deliver value and quality to our customers so we grow together
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Aspire to be our customers’ first call
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Deliver results and play to win
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Drive excellent execution
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Have a sense of urgency, agility, and grit
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Work together as one aligned global team
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Assume best intentions from each other
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Foster optimism and have fun together
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Be intellectually curious and insights driven
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Optimize our data and technology to sustain market and product leadership
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Drive scalable, profitable growth
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Take initiative to develop ourselves and help others grow
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Value diversity of experience and thought
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Proudly show our Equifax spirit at work and in our communities
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Added 4
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Skills added as a result of the recent Board refreshment:
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Accounting
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Corporate
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Cybersecurity
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Technology
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We contacted
investors representing |
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We met with
investors representing |
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Directors met with
investors representing |
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| 78% | | | | 65% | | | | 50% | |
| of our shares | | | | of our shares | | | | of our shares | |
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Our compensation program has been designed in response to direct shareholder feedback, and remained consistent with our prior year program
(see page 60)
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In designing the 2024 compensation program, the Compensation Committee conducted a thoughtful review, considering both the ongoing evolution of our business strategy and feedback from our shareholders
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During its deliberations, the Committee noted that our shareholders were broadly supportive of the structure and design of our core 2023 compensation program, including the use of performance-based equity award structures to drive alignment of the interests of our executives and shareholders
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As a result of this feedback, the Committee determined not to make any changes to our core compensation program for 2024
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As an example, our CEO’s target pay did not increase in 2024 relative to 2023
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Our compensation program is designed to deliver payouts that align with performance
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Our compensation program emphasizes long-term equity awards and annual performance-based cash incentives so that a majority of each executive’s total compensation opportunity is linked directly to the Company’s stock price or otherwise tied to performance
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For 2024, 89% of target total direct compensation for our CEO and an average of 85% for the other NEOs was in the form of variable, at-risk pay
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Our annual and long-term compensation plans, including our 2024 compensation program, have operated by design to align CEO pay with our financial performance
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In 2022-2024, although we achieved record revenues, our financial performance fell short of our enterprise targets due to the unprecedented declines in the U.S. mortgage market and challenging U.S. macroeconomic environment, which began in 2022 and continued through 2024; as a result, the annual incentive payout to our CEO, whose award is tied 100% to enterprise financial results, was below target in each of 2022, 2023 and 2024
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The TSR and Adjusted EBITDA performance shares granted in 2022 both paid out below target, reflecting the prolonged challenges to our business presented by U.S. macroeconomic factors
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Compensation Best Practices
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Independent Compensation Committee advised by independent compensation consultant
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Performance-oriented pay philosophy, as evidenced by a target pay mix for our CEO and other NEOs that is predominantly performance-based (see page 56)
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Capped annual and long-term performance-based awards
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Double-trigger change in control cash severance benefits and vesting of equity awards
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No income tax gross-ups other than for certain relocation or foreign tax expenses
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Performance shares are subject to a post-vesting holding period of 12 months
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Compensation clawback policy contains financial and reputational harm standard, including in supervisory capacity
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Meaningful share ownership requirements for senior executives
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Anti-hedging and -pledging policy for directors, officers and other employees
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Senior executives cannot purchase or sell Equifax securities except pursuant to a Rule 10b5-1 trading plan with robust requirements
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No re-pricing of underwater stock options
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RSUs granted under our annual LTI program cliff vest at the end of three years
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Independent Board
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9 of our 10 director nominees are independent
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Board Refreshment
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The Governance Committee has implemented a succession plan to identify highly-qualified director candidates taking into account scheduled retirements
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Since 2020, we have refreshed our Board with four new directors who bring valuable perspective and expertise
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Annual Board Leadership Evaluation and CEO Succession Planning
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The Board annually reviews our Company leadership structure to determine whether a combined Chair and CEO role or separate roles is in the best interests of shareholders
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The Board annually evaluates the CEO’s performance and conducts a rigorous review and assessment of the succession planning process for the CEO and other top officers
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Independent Board Chairman
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We have separated the roles of CEO and Chairman
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Limits on Outside Board Service
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Outside directors are limited to service on three other public company boards
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Our CEO is limited to two other public company boards (and serves on one outside board)
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Director and Executive Stock Ownership
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Each independent director is required to own Equifax common stock with a market value of at least 5x his/her annual cash retainer
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Our CEO and our other senior executive officers are required to own Equifax common stock with a market value of at least 6x and 3x base salary, respectively
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Rigorous Trading Policy and Protocols
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Our insider trading policy prohibits our CEO and other senior executives from purchasing or selling Equifax securities except pursuant to an approved Rule 10b5-1 trading plan
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Our trading policy and security incident escalation procedures are designed to ensure that those with decision-making authority on trading restrictions and approvals have notice of any potential security incident
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No “Poison Pill”
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We do not have a stockholder rights plan, or “poison pill,” in place
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Board Oversight of Risk
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Our Board oversees risk management at the Company and exercises direct oversight of strategic risks to the Company and other risk areas not delegated to one of its committees
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Our Governance Committee oversees our strategy with respect to our responsible business priorities
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Our Audit Committee reviews our policies related to enterprise risk assessment and risk management
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Our Audit Committee and Technology Committee jointly oversee risk management with respect to cybersecurity
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Board Oversight of Political Contributions and Lobbying Activities
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Our Governance Committee has oversight authority regarding Company political activity (including corporate political expenditures) pursuant to our political engagement policy
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Our political engagement policy prohibits using corporate funds to make political contributions
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Annual Board Self-
Evaluation |
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We have an annual Board and committee self-evaluation process, which presents the opportunity to examine the Board’s effectiveness and identify areas for improvement
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The Board periodically engages a third party consultant to facilitate its annual Board and committee self-evaluation process
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The Board periodically solicits feedback from management as part of its annual self-evaluation process
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Director Orientation and Continuing Education
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Upon joining our Board, directors participate in an orientation program regarding our Company, including business operations, strategy, regulatory compliance, cybersecurity and governance
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The Board also conducts periodic visits to our key facilities and Board members annually review management’s crisis management planning
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Board Recommendation
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The Board recommends a vote “FOR” the election of each of our director nominees.
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2025 Proxy Statement
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Mark W. Begor
Chief Executive Officer
Age 66
Director since 2018
Other Public Directorships
NCR Atleos Corporation |
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Mr. Begor has served as our Chief Executive Officer and as a director since April 2018. Prior to joining Equifax, Mr. Begor was a Managing Director in the Industrial and Business Services group at Warburg Pincus, a global private equity investment firm, since June 2016. Prior to Warburg Pincus, Mr. Begor spent 35 years at General Electric Company (“GE”), a global industrial and financial services company, in a variety of operating and financial roles. During his career at GE, Mr. Begor served in a variety of roles leading multibillion dollar business units of the company, including President and CEO of GE Energy Management from 2014 to 2016, President and CEO of GE Capital Real Estate from 2011 to 2014, and President and CEO of GE Capital Retail Finance (Synchrony Financial) from 2002 to 2011. Mr. Begor served on the Fair Isaac Corporation (FICO) board of directors from 2016 to 2018.
Key Skills and Experience
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Executive Leadership & Business Operations. When he joined Equifax as CEO in 2018, Mr. Begor brought over 35 years of operating and leadership experience as an executive in senior roles at GE. During his tenure, Equifax has grown from $3.4 billion of annual revenue in 2018 to record annual revenue of $5.7 billion in 2024, a compound growth rate of approximately 9%. This strong financial performance has enabled us to complete 14 strategic acquisitions totaling nearly $4 billion since the beginning of 2021 to broaden our capabilities well beyond a traditional credit bureau, while making investments to expand data, analytics, product and technology capabilities.
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Strategy Development. During over three decades at GE, Mr. Begor gained immense experience setting strategy for multibillion dollar business units of the company. As our CEO and a member of our Board, Mr. Begor plays a crucial role in setting the strategic direction of our company. Since 2018, we have developed and executed on our strategic priorities – investing more than $1.5 billion in our Equifax Cloud data and technology transformation, becoming an industry leader in security and accelerating innovation, new products, EFX.AI capabilities and growth.
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Equifax Industry Knowledge. During his tenure at GE, Mr. Begor served as chief executive of GE Capital Retail Finance (Synchrony Financial), a consumer finance lender. This experience provided him the perspective of being a credit bureau customer, which helps us execute on our strategic priority to put customers and consumers first. In addition, prior to joining Equifax, Mr. Begor served for two years as a director at FICO, a public data and analytics company focused on credit scoring services and an Equifax industry peer. Mr. Begor’s unparalleled knowledge of our industry and our business make him uniquely qualified to lead the Company and serve as a director as we pivot from building, investing and transforming to fully leveraging our Equifax Cloud and EFX.AI capabilities to drive new product innovation and growth.
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23
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Mark L. Feidler
Independent Chairman
of the Board
Age 68
Director since 2007
INDEPENDENT
Committees
Compensation Governance (Chair)
Other Public Directorships
New York Life Insurance Company |
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Founding Partner of MSouth Equity Partners, a private equity firm based in Atlanta, since February 2007. Mr. Feidler was President and Chief Operating Officer and a director of BellSouth Corporation (“BellSouth”), a major regional telecommunications company, from 2005 until January 2007. Mr. Feidler served as its Chief Staff Officer during 2004. From 2001 through 2003, Mr. Feidler was Chief Operating Officer of Cingular Wireless and served on the Board of Directors of Cingular from 2005 until January 2007. From 1991 to 2000, he served as the head of corporate development for BellSouth and as president of various operating subsidiaries. From 1986 to 1990, he worked in the investment banking department of The Robinson-Humphrey Company (predecessor to SunTrust Robinson Humphrey). From 1981 to 1986, Mr. Feidler was an attorney in the corporate law section of King & Spalding LLP.
Key Skills and Experience
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Executive Leadership & Business Operations. Mr. Feidler has extensive operating, financial, legal and regulatory experience through his prior position with a major regional telecommunications company, as well as expertise in private equity investing and acquisitions. He also has broad based leadership experience through his nearly 20 years of service on the board of directors of New York Life Insurance Company. His many years of experience in business operations and executive leadership is especially relevant to us given his role as independent Chair of the Equifax Board.
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Strategy Development. Mr. Feidler co-founded MSouth, an Atlanta-based private equity firm, in 2007. Prior to MSouth, Mr. Feidler amassed over 25 years of M&A and transactional experience through his roles at BellSouth, Cingular Wireless, The Robinson-Humphrey Company and King & Spalding. Mr. Feidler’s extensive experience in acquiring and successfully growing businesses helps our Board oversee the core elements of our business strategy, including new product development, strategic partnerships and acquisition strategies.
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Equifax Industry Knowledge. Equifax has exclusive rights to operate and manage the NCTUE database of more than 430 million telecommunications, pay TV, internet, home security and utility account records. Mr. Feidler’s deep understanding of the value of this data, gained through his years of experience with BellSouth and Cingular Wireless, is valuable as we seek to layer insights from these records on top of traditional credit data to help maximize consumer approval rates, help customers identify potential risks, reduce manual intervention costs and improve customer experience.
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2025 Proxy Statement
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Karen L. Fichuk
Age 59
Director since 2023
INDEPENDENT
Committee
Audit |
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Former Chief Executive Officer of Randstad North America, a unit of Randstad N.V., the world’s largest human resources services provider, from 2019 until 2023. Prior to joining Randstad North America, Ms. Fichuk spent more than 25 years with Nielsen Holdings PLC (“Nielsen”), a global information services leader, where she held various positions, including President, Developed Markets, President North America and Global Managing Director for Kraft and Mondelez, among other positions.
Ms. Fichuk is an advisor and investor in startup technology and AI companies and recently completed Northwestern University’s AI Applications for Growth certification. Ms. Fichuk also has significant nonprofit experience, including serving as a trustee for the United States Council for International Business and as a member of the CEO Council for the Global Business Alliance and sitting on the Global Leadership Council of the Colorado State University College of Business.
Key Skills and Experience
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Data & Analytics. Ms. Fichuk gained extensive global data and analytics expertise during her 25 years at Nielsen, where she most recently served as President, Developed Markets. In this role, she led 4,000 employees across North America and Western Europe transforming the business model from client service to a product sales organization while providing global consumer intelligence to the world’s largest retailer and manufacturing companies. During her time as CEO of Randstad North America, she drew upon her experience at Nielsen to help the company make more sophisticated use of data. As a global data, analytics and technology company, Ms. Fichuk’s experience will help us execute on our strategic priority to expand our portfolio of differentiated data assets and leverage data-driven insights to help our customers.
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International Business. Ms. Fichuk has decades of experience working for businesses with large global operations. Most recently, she ran the North American business of Randstad, which is headquartered in the Netherlands, where she led Randstad’s core business brands in the U.S. and Canada. She also served as a member of the company’s Executive Board, overseeing global strategy, operations and compliance. During her career at Nielsen, her roles included President of Developed Markets and Strategic Initiatives, with responsibility for North America, Western Europe and Australia/New Zealand. This experience benefits our Board’s oversight of our global operations, including continued growth within our International business unit.
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Equifax Industry Knowledge. Ms. Fichuk served most recently as CEO of the North American business unit of Randstad, a global human resources services company. Ms. Fichuk’s experience in human resources services and the labor market is important to the Board as we seek to continue growing our portfolio of human resources business process automation and outsourcing services for employers.
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25
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G. Thomas Hough
Age 70
Director since 2016
INDEPENDENT
Committees
Audit (Chair) Compensation
Other Public Directorships
Federated Hermes Fund Family
Haverty Furniture
Companies, Inc. |
| |
Retired Americas Vice Chair of Ernst & Young LLP (“EY”), an international public accounting firm. He was Vice Chair of Assurance Services of EY Americas from 2009 to July 2014, and Americas Vice Chair until his retirement in September 2014. Mr. Hough joined EY in 1978 and became a partner in 1987. During his career, he led various teams across the firm, including serving as Vice Chair and Southeast Area Managing Partner from 2000 to 2009 and Vice Chair of Human Resources from 1996 to 2000.
Key Skills and Experience
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Accounting & Finance. Mr. Hough was trained as an accountant, with over 36 years of experience as a certified public accountant with EY. As a senior leader for more than two decades engaging with many of EY’s most significant clients across diverse industries, he regularly engaged with members of issuer company management, boards and audit committees on audit, financial accounting, financial reporting, risk management and governance matters. Mr. Hough’s deep expertise in these areas makes him exceptionally qualified to serve as chair of our Audit Committee.
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Risk Management. Mr. Hough currently serves as chairman of the Federated Hermes Fund Family (“Federated Hermes”) and as lead director and audit committee member of Haverty Furniture Companies, Inc. (“Havertys”). He previously served as audit committee chair at both Federated Hermes and Publix Super Markets, Inc. (“Publix”). Through these board positions and his 27 years as a partner at EY, Mr. Hough has acquired in-depth knowledge related to risk policies and processes and overall enterprise risk management. Mr. Hough is able to apply this experience in his role as our chair of our Audit Committee and co-chair of our joint Audit and Technology Committees.
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Executive Leadership & Business Operations. Mr. Hough is a seasoned public company director with broad experience in executive leadership roles at a major international accounting firm. In his roles as Vice Chair of EY Americas Assurance Services and EY Americas Vice Chair, he oversaw services provided by 1,550 partners and 17,150 professionals throughout the Americas. Through his membership on the EY Executive Board and EY Global Assurance Executive Committee, he helped provide strategic and operational direction for the global firm. He has extensive experience as a board member, including current service with Federated Hermes and Havertys and prior experience with Publix. Mr. Hough’s broad and varied leadership experience benefits Equifax as our Board oversees management’s execution against our business strategy.
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| 26 | | |
2025 Proxy Statement
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Barbara A. Larson
Age 54
Director since 2024
INDEPENDENT
Committee
Audit |
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Chief Financial Officer of SentinelOne, Inc. (“SentinelOne”), a global leader in AI-powered cybersecurity, since September 2024. Prior to that, from 2022 to 2024, she served as Executive Vice President and Chief Financial Officer at Workday, Inc. (“Workday”), a leading AI enterprise platform that helps organizations manage their people and money. From 2014 to 2022, she held positions of increasing significance at Workday. Prior to joining Workday, she held various leadership roles in corporate finance spanning more than 20 years at VMWare, TIBCO and Symantec.
Key Skills and Experience
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Accounting & Finance. Ms. Larson is a seasoned finance professional who currently serves as chief financial officer of SentinelOne. During her nearly decade-long tenure with Workday, Ms. Larson held several leadership positions across the company’s finance and product organizations, including serving as chief financial officer, where she was responsible for the company’s overall finance and accounting functions, internal audit and investor relations. Ms. Larson has a background as a certified public accountant with an undergraduate degree in finance and accounting. Her deep public company finance and accounting leadership experience benefits our Audit Committee in its oversight of our financial performance and financial reporting.
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Equifax Industry Knowledge. Ms. Larson served in several leadership roles across the finance and product organizations during her ten years at Workday, a company that offers a suite of AI-powered, cloud-based enterprise software solutions primarily focused on human capital management (HCM), financial management, enterprise resource planning (ERP) and analytics. Her experience in both human capital management and enterprise technology is a tremendous asset to our Board as we continue to expand the portfolio of employer services offered under our Workforce Solutions business unit.
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Cybersecurity; Technology. Ms. Larson has acquired experience with cybersecurity, cloud technology and AI through her roles at SentinelOne and Workday. This experience enhances her skill sets in relation to the Equifax Board, as we maintain our leadership in cybersecurity and seek to fully leverage our Equifax Cloud technology and EFX.AI capabilities to drive new product innovation and growth.
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Robert D. Marcus
Age 59
Director since 2013
INDEPENDENT
Committees
Compensation (Chair) Governance |
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Former Chairman and Chief Executive Officer of Time Warner Cable Inc. (“Time Warner Cable”), a provider of video, high-speed data and voice services, from January 2014 until the company was acquired by Charter Communications in May 2016. He was named a director of Time Warner Cable in July 2013 and served as President and Chief Operating Officer from 2010 to 2013. Prior thereto, he was Senior Executive Vice President and Chief Financial Officer from January 2008 and Senior Executive Vice President from August 2005. Mr. Marcus joined Time Warner Cable from Time Warner Inc. where he held various senior positions from 1998. From 1990 to 1997, he practiced law at Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul Weiss”), a premier law firm based in New York.
Mr. Marcus is an Executive Partner at XN LP, a New York-based investment firm. He serves on the Board of Directors of Newhouse Broadcasting Co. as well as the boards of several non-profit organizations, including New Alternatives for Children, Uncommon Schools, Newark Academy, Cooperman Barnabas Medical Center and OpenDor Media.
Key Skills and Experience
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Executive Leadership & Business Operations. Mr. Marcus served as chairman and chief executive officer of Time Warner Cable from 2014 until the completion of the company’s merger with Charter Communications in 2016. During the course of a decade, he served in other senior roles of increasing responsibility at Time Warner Cable, including president and chief operating officer and chief financial officer. His public company operating and finance experience, which includes a background in executive compensation, is invaluable to the Board as we execute on our long-term strategic priorities and to the Compensation Committee as we design compensation programs that attract, retain and motivate executive talent.
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Mergers & Acquisitions. Mr. Marcus has deep mergers and acquisitions experience. He served as chairman and chief executive officer of Time Warner Cable during the company’s merger with Charter Communications. Prior to that, he served over nearly a decade in roles at Time Warner Cable that involved significant mergers and acquisitions activity, including president and chief operating officer, chief financial officer and the senior executive vice president overseeing corporate groups including mergers and acquisitions. Before joining Time Warner Cable, he held roles at Time Warner Inc. that included senior vice president of mergers and acquisitions. Mr. Marcus’s experience is relevant to Equifax, as the execution of bolt-on M&A is a core pillar of our growth strategy.
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Legal & Regulatory. Mr. Marcus has significant legal and regulatory experience, gained through his years of practice at Paul Weiss and his experience as chief executive officer of Time Warner Cable, where the legal and regulatory functions reported into him. This experience navigating public company legal and regulatory issues facilitates Mr. Marcus’s significant insights and contributions as a member of the Board and the Governance Committee, in particular.
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| 28 | | |
2025 Proxy Statement
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Scott A. McGregor
Age 68
Director since 2017
INDEPENDENT
Committees
Audit Technology
Other Public Directorships
Applied Materials, Inc. |
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Former President, Chief Executive Officer and Director of Broadcom Corporation (“Broadcom”), a world leader in wireless connectivity, broadband, automotive and networking infrastructure. Mr. McGregor served in those positions from 2005 until the company was acquired by Avago in 2016. From 2016 to 2017, Mr. McGregor served on the board of directors of Xactly Corporation (“Xactly”), an AI-powered provider of intelligent revenue solutions. From 2010 to 2016, he served on the board of directors of Ingram Micro, Inc. (“Ingram Micro”), a U.S. distributor of information technology products and services. From 2001 to 2005, Mr. McGregor served as President and Chief Executive Officer of the Philips Semiconductors division of Royal Philips Electronics. Prior thereto, Mr. McGregor was head of Philips Semiconductors’ Emerging Business unit from 1998. He previously served in a range of senior management positions at Santa Cruz Operation Inc., Digital Equipment Corporation (now part of HP), Xerox PARC and Microsoft, where he was the architect and development team leader for Windows 1.0. Mr. McGregor received a B.A. in Psychology and an M.S. in Computer Science and Computer Engineering from Stanford University.
Mr. McGregor currently serves on the board of directors of Applied Materials, Inc. (“Applied Materials”), a U.S. company that provides materials engineering solutions used to produce new chip and advanced displays. Prior to that, he served on the board of directors of Alorica Inc. (“Alorica”), an industry leader at leveraging data-driven insights to design and deploy digitally engineered, tech-enabled customer experiences at scale, and at Luminar Technologies (“Luminar”), a U.S. technology company that develops vision-based lidar and machine perception technologies, primarily for self-driving cars.
Key Skills and Experience
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Cybersecurity. Mr. McGregor has decades of experience running and overseeing technology companies with sophisticated cybersecurity programs. In particular, he served as chief executive officer of Broadcom for over ten years, during which time he oversaw the development of networking semiconductors that are the foundation for a large part of the world’s cybersecurity hardware and acquired extensive cybersecurity expertise. Mr. McGregor’s cybersecurity experience is particularly important to us as we seek to maintain our intense focus on data security as we innovate for future growth.
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Technology. Mr. McGregor has spent his career at the forefront of technology and innovation. An industry leader in information technology, he began his career as a computer engineer, helping to design the first personal computers and the first version of Microsoft Windows. He later served in executive roles within the Philips Semiconductors division of Royal Philips Electronics and as the chief executive officer of Broadcom. His executive management experience is supplemented by his current and prior experience as a member of the board of directors of several cutting-edge technology companies, including Applied Materials, Xactly, Ingram Micro, Alorica and Luminar. He also has decades of experience focusing on AI issues, including experience gained through service as an executive and/or board member at technology companies and his position as an investor in an AI company. Mr. McGregor’s expertise in innovation and technology is invaluable to our Board as we leverage our Equifax Cloud data and technology transformation to accelerate innovation and new product development.
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Data & Analytics. Mr. McGregor currently chairs the technology committee of the board at Applied Materials, a company for which AI and data analytics is fundamental to the business. In addition, he previously served on the board of directors of Alorica, a business driven by data-driven insights. Our Board believes this experience benefits Equifax as we execute on our strategic priorities of accelerating innovation and new products and expanding differentiated data assets.
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29
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John A. McKinley
Age 67
Director since 2008
INDEPENDENT
Committees
Audit Technology (Chair) |
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Founder of Great Falls Ventures, a venture capital firm based in Washington, D.C., since April 2007. He was Chief Technology Officer of News Corporation from July 2010 to September 2012. He was President, AOL Technologies and Chief Technology Officer from 2003 to 2005 and President, AOL Digital Services from 2004 to 2006. Prior thereto, he served as Executive President, Head of Global Technology and Services and Chief Technology Officer for Merrill Lynch & Co., Inc., from 1998 to 2003; Chief Information and Technology Officer for GE Capital Corporation from 1995 to 1998; and Partner, Financial Services Technology Practice, for Ernst & Young International from 1982 to 1995.
Key Skills and Experience
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Technology. Mr. McKinley has a background in managing complex global technology operations as chief technology officer at a number of leading global companies, which is important for Equifax as we leverage our Equifax Cloud data and technology transformation to accelerate innovation and new product development. Mr. McKinley also has extensive experience in the areas of artificial intelligence (AI) and natural language processing. He and his team delivered the first robo-advisor solution for Merrill Lynch in 2002. He is also currently an advisor to AI-centric firms in the investment and security sectors. This experience with AI enhances our Board’s effective oversight of our responsible AI innovation.
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Cybersecurity. Mr. McKinley has cybersecurity experience that has facilitated the enhancement of our security program maturity to a level that has outperformed all major industry benchmarks for the last five years. He gained this experience through, among other things, serving on the board of cloud-based security company MessageLabs, which was acquired by Symantec. He started his career at EY, where he helped establish the computer security practice in the United States.
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Finance & Accounting. Mr. McKinley began his career with EY, eventually becoming a partner in the Financial Services Technology Practice. In this role, he assisted in multiple IT control reviews. Later, during his tenure as President of Digital Services at AOL, he had full P&L responsibilities for the division. Prior to joining the Equifax Board, he served on the audit committee of Proxicom. Mr. McKinley received an undergraduate degree in economics from the Wharton School at the University of Pennsylvania. Mr. McKinley’s varied finance and accounting expertise, combined with his background in technology, is highly relevant to his role as a member of our Audit Committee and co-chair of our joint Audit and Technology Committees.
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| 30 | | |
2025 Proxy Statement
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Melissa D. Smith
Age 56
Director since 2020
INDEPENDENT
Committees
Compensation Governance
Other Public Directorships
WEX Inc. |
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Chair and Chief Executive Officer of WEX Inc. (“WEX”), a global leader in financial technology solutions. Ms. Smith has served as Chief Executive Officer since 2014 and Board Chair since 2019. She joined WEX in 1997 and held several senior leadership positions across different aspects of the business prior to her appointment as Chief Executive Officer, including serving as Chief Financial Officer for ten years. Before joining WEX, Ms. Smith started her career at Ernst & Young LLP.
Ms. Smith also has a history of extensive nonprofit work and currently serves on the MaineHealth board of trustees.
Key Skills and Experience
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Executive Leadership & Business Operations. Ms. Smith has served as CEO and board chair of WEX for eleven years and six years, respectively. In these broad-based leadership roles, she has gained significant experience in overseeing business operations and driving business growth, as evidenced by the fact that WEX’s annual revenue has increased from $800 million to $2.63 billion during her tenure as CEO. The Board views this experience as particularly valuable as we fully leverage our Equifax Cloud and EFX.AI capabilities to drive new product innovation and growth.
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Strategy Development; Data & Analytics. During over two decades at WEX, Ms. Smith has been instrumental in the company’s strategic growth, overseeing major acquisitions, technology investments and international expansion. The Board believes Ms. Smith’s strategic vision and leadership experience in a business driven by data and analytics benefit Equifax as we develop and execute on our corporate strategy.
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Accounting & Finance. Among other roles at WEX, Ms. Smith served as chief financial officer for ten years, during which time she spearheaded the company’s initial public offering. She began her career as an auditor at Ernst & Young LLP. This deep financial expertise facilitates the Board’s oversight of our annual operating budget and financial performance and our Compensation Committee’s design of incentive programs that align with our financial performance.
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31
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Audrey Boone Tillman
Age 60
Director since 2021
INDEPENDENT
Committees
Governance Technology |
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Senior Executive Vice President and General Counsel of Aflac Incorporated (“Aflac”), the largest U.S. provider of supplemental insurance, since 2014. Ms. Tillman joined Aflac in 1996 and has held positions of increasing significance, including serving as Senior Vice President of Human Resources. Prior to joining Aflac, she was an associate with Smith, Helms, Mulliss and Moore and an associate professor at the North Carolina Central University School of Law.
Ms. Tillman has received numerous awards and accolades during her career. Most recently, she was named to Black Enterprise magazine’s Most Powerful Women in Business list for the third consecutive year and Women’s Inc.’s Top Corporate Counsel list in 2019. In 2020, she was awarded the Meritorious Public Service Medal by the Department of the United States Army.
Key Skills and Experience
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Legal & Regulatory. Ms. Tillman has extensive legal and regulatory experience, having served as the general counsel of Aflac for more than a decade. She directs Aflac’s legal division and functions related to compliance, as well as the office of the corporate secretary, including oversight functions of the legal and compliance offices at Aflac Japan, where the company earns more than 75% of its revenue. Prior to Aflac, she acquired additional legal expertise as an attorney at Smith, Helms, Mulliss and Moore and an associate professor at the North Carolina Central University School of Law. The Board values Ms. Tillman’s experience in these areas, given that Equifax is subject to a number of U.S. federal, state, local and foreign laws and regulations that involve matters central to our business.
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Risk Management. As general counsel of Aflac, Ms. Tillman has legal and compliance oversight responsibilities that give her significant experience with enterprise risk management and governance frameworks. This experience benefits our Board’s ability to oversee Equifax’s various risk management and governance frameworks, including our enterprise risk management program.
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Corporate Governance. Ms. Tillman brings deep knowledge in corporate governance, gained over decades of experience in the insurance industry and legal and human resources fields. In her position as general counsel of Aflac, a U.S. public company, she is exposed to many of the same corporate governance issues we encounter at Equifax. In particular, she is able to leverage these insights as a member of our Board’s Governance Committee.
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| 32 | | |
2025 Proxy Statement
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Skills and Experience
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Begor
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Feidler
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Hough
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Marcus
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McGregor
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McKinley
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Smith
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Tillman
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Accounting & Finance
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Corporate Governance
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Cybersecurity
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Data & Analytics
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Equifax Industry Knowledge
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Executive Leadership & Business Operations
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CEO Experience
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CFO Experience
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International Business
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Mergers & Acquisitions
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Risk Management
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Strategy Development
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Technology
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Background
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Tenure (years) | | |
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18
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8
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11
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16
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68
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59
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70
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54
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59
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68
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56
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| 34 | | |
2025 Proxy Statement
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35
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Key Themes Discussed
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Equifax Actions
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Board oversight and governance
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Added new proxy statement disclosure to highlight the specific skills and expertise of our directors and how they tie to oversight of business strategy (see pages 23–32)
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As part of its annual self-evaluation, the Board solicited and considered feedback from management (see page 38)
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Artificial intelligence governance
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Published information about our AI Governance Program, including our Responsible AI Policies and Principles (see Equifax.com/about-equifax/ai)
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Added new proxy statement disclosure to provide an overview of how we operationalize Responsible AI at Equifax (see pages 44–45)
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Added new proxy statement disclosure to clarify the members of the Board with AI-related skill sets and expertise (see pages 25, 27 and 29–30)
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Shareholder rights and governance
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The Board adopted an amendment to our Articles of Incorporation to eliminate supermajority voting requirements on actions requiring a shareholder vote (see Proposal 4 on page 116)
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We recommend shareholders vote FOR Proposal 4
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Initiatives related to consumers, including data accuracy and consumer experience
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Enhanced website disclosure to highlight our commitments and initiatives related to financial inclusion, access to credit and consumer experience (see Equifax.com/ about-equifax/our-commitments)
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| 36 | | |
2025 Proxy Statement
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Mark L. Feidler
INDEPENDENT CHAIRMAN OF THE BOARD
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37
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Questionnaire
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One-On-One
Discussion With Independent Chairman |
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Committee/
Full Board Sessions |
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Periodic Engagement
of Outside Consultant |
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On an annual basis, each director completes written Board and committee evaluation questionnaires
The questionnaire responses are then aggregated without individual attribution
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Our Independent Chairman references the response summaries and conducts a one-on-one discussion with each director regarding Board and committee effectiveness and engagement
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Following these individual discussions, each committee and the full Board conducts a self-evaluation discussion in non-management executive sessions
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Periodically, the Board engages an outside consultant to facilitate the Board and committee self- evaluation process
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Feedback Incorporated
Over the past few years, the evaluation process has highlighted opportunities to strengthen the effectiveness of the Board’s practices, structures, competencies and communications.
Key themes for this year’s evaluation included:
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Areas of strategic focus and Board composition in support of long-term strategy
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Balance and scope of topics and materials covered in Board meetings
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Board engagement and communication with management
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Management, director and committee succession planning
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| 38 | | |
2025 Proxy Statement
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Committee Memberships
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Independent
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Mark W. Begor
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Mark L. Feidler
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Karen L. Fichuk
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G. Thomas Hough
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Barbara A. Larson
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Robert D. Marcus
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Scott A. McGregor
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John A. McKinley
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Melissa D. Smith
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Audrey Boone Tillman
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39
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Audit Committee
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Meetings held in 2024: 9
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Members: Tom Hough (Chair), Karen Fichuk, Barbara Larson, Scott McGregor, John McKinley
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Direct authority to appoint, oversee, compensate and discharge our independent auditors
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Reviews and pre-approves the services provided by our independent auditors and reviews the independence of that firm
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Reviews our financial statements, earnings press releases and financial information and discusses the same with our independent auditors and management
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Reviews the integrity of our financial reporting process and the adequacy and effectiveness of our financial and information technology controls
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Oversees our regulatory compliance program and administers our Code of Ethics and Business Conduct
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Reviews our policies related to enterprise risk assessment and risk management
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In coordination with the Technology Committee, oversees risk management with respect to cybersecurity
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Oversees our internal audit function
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Meets separately with our internal and external auditors to ensure full and frank communications
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Compensation Committee
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Meetings held in 2024: 6
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Members: Rob Marcus (Chair), Mark Feidler, Tom Hough, Melissa Smith
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Approves and oversees our executive compensation plans, programs and policies
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Evaluates the performance and determines the compensation for our CEO; oversees the performance evaluations for our other executive officers and makes compensation determinations
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Approves equity compensation awards made to Section 16 officers
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Reviews the CD&A and other proxy statement disclosures related to executive compensation; recommends the inclusion of the CD&A in the proxy statement
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Considers the results of shareholder advisory votes on executive compensation and determines any appropriate responsive actions
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Oversees an annual risk assessment of our compensation programs
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Monitors the effectiveness and funded status of our retirement and 401(k) plans
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Advises management and the Board on succession planning and other significant human resources matters
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| 40 | | |
2025 Proxy Statement
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Governance Committee
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Meetings held in 2024: 6
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Oversees an annual review of the performance and effectiveness of the Board and its committees
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Makes recommendations regarding the independence and qualifications of individual directors, as well the composition of the Board and its committees
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Makes recommendations regarding the election of new directors and re-election of incumbent directors
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Oversees an annual review of the Committee charters
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Makes recommendations on matters related to Board policies and practices, including the Corporate Governance Guidelines
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Oversees an annual review of the director compensation program
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Oversees our shareholder engagement program and our responses to shareholder proposals
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Oversees our strategy with respect to responsible business priorities
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Oversees the new director orientation program and the continuing education activities of the Board
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Annually reviews our political activities, including lobbying activities
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Technology Committee
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Meetings held in 2024: 8
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Members: John McKinley (Chair), Scott McGregor, Audrey Tillman
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Oversees our technology strategy, including new product development programs and new technology investments
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Reviews our technology investments and infrastructure associated with risk management, including policies relating to information security, disaster recovery and business continuity
•
In coordination with the Audit Committee, oversees risk management with respect to cybersecurity
|
| |
•
Oversees engagement of outside advisors to review our cybersecurity program and annually reviews the effectiveness of our cybersecurity program
•
Receives reports directly from our Chief Information Security Officer, Chief Technology Officer and the internal audit department, including in executive session
|
|
|
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41
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| 42 | | |
2025 Proxy Statement
|
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|
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43
|
|
| 44 | | |
2025 Proxy Statement
|
|
| |
AI Governance Program Steering Committee
Our AI Governance Steering Committee consists of senior leaders from Data & Analytics, Product, Privacy & Compliance, Technology, Security and Legal, and analyzes new AI use cases to ensure responsible and ethical use of AI.
|
| |
| |
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45
|
|
|
Our Values
|
| |||||||||
|
Our values express who we are, how we work and the behaviors that support our company, our vision and our purpose. They serve as guiding principles for our global team. They are:
|
| |||||||||
|
![]() |
| |
•
Be leaders in security and trusted data stewards
•
Lead with integrity and be personally accountable
•
Hold high standards in all our markets around the world
|
| |
![]() |
| |
•
Exceed our customers’ expectations every day
•
Deliver value and quality to our customers so we grow together
•
Aspire to be our customers’ first call
|
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|
![]() |
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•
Deliver results and play to win
•
Drive excellent execution
•
Have a sense of urgency, agility, and grit
|
| |
![]() |
| |
•
Work together as one aligned global team
•
Assume best intentions from each other
•
Foster optimism and have fun together
|
|
|
![]() |
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•
Be intellectually curious and insights driven
•
Optimize our data and technology to sustain market and product leadership
•
Drive scalable, profitable growth
|
| |
![]() |
| |
•
Take initiative to develop ourselves and help others grow
•
Value diversity of experience and thought
•
Proudly show our Equifax spirit at work and in our communities
|
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| 46 | | |
2025 Proxy Statement
|
|
| |
Board of Directors
|
| | |||
| |
•
Monitors our “tone at the top” and risk culture and oversees principal risks facing the Company
•
On an annual basis, reviews an enterprise risk assessment prepared by management that describes the principal risks and monitors the steps management is taking to map and mitigate these risks
–
The Board then sets the general level of risk appropriate for the Company through business strategy reviews
–
Risks are assessed throughout the business, focusing on (i) financial, operational and strategic risks, and (ii) ethical, legal, privacy, data security (including cybersecurity), data quality, regulatory and other compliance risks
|
| |
|
Audit Committee
•
Reviews risks related to financial reporting; discusses material violations, if any, of our ethics, legal, regulatory and other compliance policies
•
Considers our annual audit risk assessment which identifies internal control risks and drives the internal and external audit plan for the ensuing year
•
Considers the impact of risk on our financial position and the adequacy of our risk-related internal controls
•
Discusses with management our risk management policies and procedures
•
In coordination with the Technology Committee, oversees risk management with respect to cybersecurity
|
| | |
Governance Committee
•
Focuses on corporate governance risks, including evaluation of our leadership and risk oversight structure to ensure that it remains the optimal structure for our Company and shareholders
•
Oversees our political engagement policy and reviews our political expenditures on an annual basis
•
Oversees our strategy with respect to our responsible business priorities
|
|
|
Technology Committee
•
Reviews our technology investments and infrastructure associated with risk management
•
In coordination with the Audit Committee, oversees risk management with respect to cybersecurity
•
Reviews our technology strategy and monitors new technology product development programs and technology investments, including our use of artificial intelligence
|
| | |
Compensation Committee
•
Reviews compensation, human resource and management succession risks, as summarized under “Management of Compensation-Related Risk” on page 76
|
|
| |
![]()
Audit and Technology Committees Coordinate on Cybersecurity
Risk Oversight |
| |
As described above, the Audit Committee and Technology Committee coordinate on risk management oversight with respect to cybersecurity, including through quarterly joint committee meetings that cover the following topics:
•
Regular reports from the internal audit department regarding the security and technology portions of the internal audit plan
•
Regular reports from our Chief Information Security Officer and Chief Technology Officer regarding the cybersecurity control environment, including remediation updates, compensating controls analyses and other recurring items
•
Regular reports from our Chief Privacy and Compliance Officer regarding our global privacy, risk management and compliance programs, including compliance matters related to cybersecurity
|
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|
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47
|
|
|
•
Compliance
•
Cybersecurity
•
Data and Privacy
|
| |
•
Financial
•
Legal
•
Operational
|
| |
•
Reputational
•
Strategic
•
Technology
|
|
| |
LINES OF DEFENSE
|
| | ||||||
| |
1
OPERATIONAL
|
| |
2
RISK &
COMPLIANCE |
| |
3
INTERNAL
AUDIT DEPARTMENT |
| |
| | The first line of defense, the operational line, is the business unit or corporate support unit, such as IT, data security, finance and human resources. Business unit and corporate support unit leaders are directly responsible for managing risks and controls in their operations. | | | The second line of defense provides risk and regulatory compliance oversight, and is primarily comprised of the Enterprise Risk Management and Compliance organizations within Equifax. These functions have a direct reporting channel to the Board and are responsible for establishing frameworks, policies and standards, performing independent risk-based monitoring and testing, and independently identifying and assessing material risks, including IT and data security risks. | | | The third line of defense, the internal audit department, as supplemented by third party support, audits the effectiveness of the oversight of the second line of defense and performs direct audits of the first line of defense. Internal audit is responsible for providing the Audit and Technology Committees and senior management with an independent assessment and assurance regarding the design and effectiveness of the risk management framework. | | |
| 48 | | |
2025 Proxy Statement
|
|
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49
|
|
|
We provide competitive pay opportunities that reflect best practices and strong governance standards
|
| |
•
Attracting, retaining and motivating the right talent is a high priority for us as we focus on executing the business initiatives that underpin our strategy
•
In support, the Compensation Committee annually reviews our executive compensation program to ensure that it provides competitive pay opportunities, establishes appropriate performance targets based on our strategic and operating plans, and considers evolving market trends to ensure that the overall program aligns with best practices
•
The Committee retains an independent compensation consultant to assist in aligning our program with our shareholders’ interests and current market practices, and to guard against programs that create any inappropriate or excessive risk likely to have a material adverse effect on the Company
|
|
|
Our compensation program has been designed in response to direct shareholder feedback, and remained consistent with our prior year program
(see page 60)
|
| |
•
In designing the 2024 compensation program, the Compensation Committee conducted a thoughtful review, considering both the ongoing evolution of our business strategy and feedback from our shareholders
•
During its deliberations, the Committee noted that our shareholders were broadly supportive of the structure and design of our core 2023 compensation program, including the use of performance-based equity award structures to drive alignment of the interests of our executives and shareholders
•
As a result of this feedback, the Committee determined not to make any changes to our core compensation program for 2024
–
As an example, our CEO’s target pay did not increase in 2024 relative to 2023
|
|
| 50 | | |
2025 Proxy Statement
|
|
|
Our compensation program is designed to deliver payouts that align with performance
|
| |
•
Our compensation program emphasizes long-term equity awards and annual performance-based cash incentives so that a majority of each executive’s total compensation opportunity is linked directly to the Company’s stock price or otherwise tied to performance
–
For 2024, 89% of target total direct compensation for our CEO and an average of 85% for the other NEOs was in the form of variable, at-risk pay
•
Our annual and long-term compensation plans, including our 2024 compensation program, have operated by design to align CEO pay with our financial performance
–
In 2022-2024, although we achieved record revenues, our financial performance fell short of our enterprise targets due to the unprecedented declines in the U.S. mortgage market and challenging U.S. macroeconomic environment, which began in 2022 and continued through 2024; as a result, the annual incentive payout to our CEO, whose award is tied 100% to enterprise financial results, was below target in each of 2022, 2023 and 2024
–
The TSR and Adjusted EBITDA performance shares granted in 2022 both paid out below target, reflecting the prolonged challenges to our business presented by U.S. macroeconomic factors
|
|
|
Board Recommendation
|
|
|
Our Board believes that the information provided above and within the “Executive Compensation” section of this Proxy Statement demonstrates that our executive compensation program is designed appropriately and is working to ensure that management’s interests are aligned with those of our shareholders.
Although the vote is non-binding, the Board of Directors and the Compensation Committee will review the voting results in connection with their ongoing evaluation of Equifax’s executive compensation program.
The Board recommends a vote “FOR” Proposal 2.
|
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51
|
|
| | |
Page
|
| |||
Executive Summary | | | | | 53 | | |
Compensation Program Highlights | | | | | 56 | | |
How We Determine the Total Amount of Compensation | | | | | 57 | | |
Analysis of 2024 Compensation Decisions | | | | | 60 | | |
2024 Annual Cash Incentive Structures and Outcomes | | | | | 60 | | |
Actions Taken with Respect to 2025 Compensation | | | | | 72 | | |
Other Compensation Program Information | | | | | 73 | | |
NEO
|
| |
Position in 2024
|
| |
Years at Equifax at
End of 2024 (rounded) |
|
Mark W. Begor | | | Chief Executive Officer | | |
7
|
|
John W. Gamble, Jr.
|
| | Executive Vice President, Chief Financial Officer and Chief Operations Officer | | |
11
|
|
Chad M. Borton | | | Executive Vice President, President, Workforce Solutions | | |
1
|
|
Todd Horvath | | | Executive Vice President, President, U.S. Information Solutions | | |
2
|
|
Jamil Farshchi | | |
Executive Vice President, Chief Technology Officer and Chief Information Security Officer
|
| |
7
|
|
Rodolfo O. Ploder*
|
| | Former Executive Vice President, President, Workforce Solutions | | |
20
|
|
| 52 | | |
2025 Proxy Statement
|
|
|
![]() |
| |
Accelerate Innovation and New Products
•
Launched 120 new products; 5th consecutive year above 100
•
Vitality Index of 12%, above our Long-Term Financial Framework goal of 10%
|
|
|
![]() |
| |
Leverage Equifax Cloud Capabilities
•
Nearly 85% of revenue in the Equifax Cloud
•
Decommissioned 10 data centers, for a total of 36 since the start of our transformation
|
|
|
![]() |
| |
Expand Differentiated Data Assets
•
Continued to grow The Work Number database, ending 2024 with 734 million employment records
•
Extended our exclusive operation and management of the NCTUE® database, including 190 million payment records that can be layered with traditional credit data to help expand access to credit
|
|
|
![]() |
| |
Drive AI Innovation
•
Built 95% of our new models and scores with EFX.AI as of year end
•
Expanded our AI patent portfolio, receiving or initiating 38 patents
•
Established an AI Governance Program, with controls aligned to NIST AI Risk Management Framework
|
|
|
![]() |
| |
Put Customers and Consumers First
•
Approximately 2,600 team members supporting our customers and consumers 24x7x365
•
Expanded resources for customers to build financial capability, with over 2 million views
|
|
|
![]() |
| |
Execute Bolt-on M&A
•
1-year anniversary of Boa Vista Serviços acquisition, with strong progress in integration
•
Fully transformed the Dominican Republic, now 100% in the Equifax Cloud
|
|
|
![]() |
| |
Continue Leadership in Security
•
Security maturity rating outperformed all major industry benchmarks; 5th consecutive year
•
Enhanced network security by moving to a passwordless login requirement for all employees and contractors
|
|
|
![]() |
| |
Act as One Team, One Equifax
•
Expanded our community impact, helping young people build credit skills and offering charitable grants through the Equifax Foundation
•
Our US BEST credit education program delivered 1,500+ hours of consumer credit training to 1,000+ people in communities where we live and work
•
Continued developing our people, completing almost 170,000 hours of training and professional development
|
|
|
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| |
53
|
|
|
Annual Incentive Plan (AIP) Opportunity
|
| |||
|
Payouts are based on the attainment of financial goals and individual non-financial strategic goals
![]() |
| |
Financial Goals
•
Corporate Operating Revenue measures our top line business growth1,2
•
Corporate Adjusted EPS measures our profitability1,2
Individual Non-Financial Strategic Goals
•
Accelerate Innovation and New Products
•
Leverage Equifax Cloud Capabilities
•
Expand Differentiated Data Assets
•
Drive AI Innovation
•
Put Customers and Consumers First
•
Execute Bolt-on M&A
•
Continue Leadership in Security
•
Act as One Team, One Equifax
Payouts Align With Performance
Our NEOs’ 2024 AIP awards paid out between 95%-118% of target in alignment with our performance against financial goals (see page 63)
|
|
|
Long Term Incentive (LTI) Plan Opportunity
|
| |||
|
Designed to strike a balance between stock market-based and operational performance
![]() |
| |
Financial Performance Metrics
•
Performance shares tied to three-year cumulative TSR measuring our stock performance relative to companies in the S&P 500, providing a broad index for comparison and alignment with shareholder investment choices
–
If our cumulative three-year TSR is negative, the payout is capped at target (100%), regardless of our relative TSR percentile ranking
•
Performance shares tied to Adjusted EBITDA are earned based on our Adjusted EBITDA performance over a three-year period3
–
If we fail to meet our threshold Adjusted EBITDA goals for any year during the three-year performance period, the payout for that year will be $0
Payouts Align With Performance
TSR and Adjusted EBITDA performance shares granted in 2022 vested in 2025 at 68.6% and 61.7% of target, respectively (see page 72)
|
|
| 54 | | |
2025 Proxy Statement
|
|
|
![]() |
| |
55
|
|
|
Compensation Best Practices
|
| |||
|
![]()
Independent Compensation Committee advised by independent compensation consultant
![]()
Performance-oriented pay philosophy, as evidenced by a target pay mix for our CEO and other NEOs that is predominantly performance-based (see
above)
![]()
Capped annual and long-term performance-based awards
![]()
Double-trigger change in control cash severance benefits and vesting of equity awards
![]()
No income tax gross-ups other than for certain relocation or foreign tax expenses
![]()
Performance shares are subject to a post-vesting holding period of 12 months
|
| |
![]()
Compensation clawback policy contains financial and reputational harm standard, including in supervisory capacity
![]()
Meaningful share ownership requirements for senior executives
![]()
Anti-hedging and -pledging policy for directors, officers and other employees
![]()
Senior executives cannot purchase or sell Equifax securities except pursuant to a Rule 10b5-1 trading plan with robust requirements
![]()
No re-pricing of underwater stock options
![]()
RSUs granted under our annual LTI program cliff vest at the end of three years
|
|
| 56 | | |
2025 Proxy Statement
|
|
|
Element
|
| |
Objectives
|
|
|
Base Salary
|
| |
•
Provides competitive pay to attract and retain experienced and successful executives
|
|
|
Annual
Incentive Plan (AIP) |
| |
•
Encourages and rewards valuable contributions to our annual financial and operational performance objectives, which align with our strategic priorities
•
Designed to reward high performance and achievement of financial goals and individual non-financial strategic goals by key employees, including our NEOs
|
|
|
Long-Term
Incentive (LTI) Program |
| |
•
Designed to align the interests of key employees with those of shareholders, while striking a balance between stock market-based and operational performance
–
TSR performance shares align the interests of key employees with those of shareholders by linking pay to our share price performance relative to other companies in which shareholders could invest
–
Adjusted EBITDA performance shares tie our executive compensation payouts to a key internal operational performance metric that measures management’s ability to drive profitable growth over time
–
Market-priced stock options (granted to our NEOs other than the CEO) provide a strong incentive for the creation of long-term shareholder value because the options may be exercised for a profit only to the extent our stock price appreciates following the grant date
–
Premium-priced stock options (granted to our CEO) provide an even stronger link between our LTI compensation and creation of shareholder value by ensuring that our CEO receives gains only after a premium return is delivered to investors
–
RSUs cliff vest at the end of three years and primarily encourage retention and alignment with long-term shareholder interests
|
|
|
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| |
57
|
|
| 58 | | |
2025 Proxy Statement
|
|
| Automatic Data Processing, Inc. | | | Gartner, Inc. | | | Paychex, Inc. | |
| Broadridge Financial Solutions, Inc. | | | Global Payments, Inc. | | | S&P Global Inc. | |
|
Fidelity National Information Services
|
| |
Intercontinental Exchange, Inc.
|
| | TransUnion | |
| Fair Isaac Corporation (FICO) | | | Intuit Inc. | | |
Verisk Analytics, Inc.
|
|
| Fiserv, Inc. | | | Moody’s Corporation | | | Workday, Inc. | |
|
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| |
59
|
|
| 60 | | |
2025 Proxy Statement
|
|
Performance Measure1
|
| |
Weight
(%)2 |
| |
Threshold
(25% payout) |
| |
Target
(100% payout) |
| |
Maximum
(200% payout) |
|
Corporate Adjusted EPS
|
| |
65
|
| |
$6.62
|
| |
$7.35
|
| |
$7.62
|
|
| | | | | | |
(11.0% above Threshold)
|
| |
(15.1% above Threshold)
|
| ||
Corporate Operating Revenue
|
| |
15
|
| |
$5.318 billion
|
| |
$5.728 billion
|
| |
$5.929 billion
|
|
| | | | | | |
(7.7% above Threshold)
|
| |
(11.5% above Threshold)
|
|
|
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| |
61
|
|
Workforce Solutions Plan –
Performance Measures |
| |
Weight
(%) |
| |
Threshold
(25% payout) |
| |
Target
(100% payout) |
| |
Maximum
(200% payout) |
|
Corporate Adjusted EPS
|
| |
30
|
| |
$6.62
|
| |
$7.35
|
| |
$7.62
|
|
| | | | | | |
(11.0% above Threshold)
|
| |
(15.1% above Threshold)
|
| ||
Workforce Solutions Operating Revenue
|
| |
30
|
| |
$2.316 billion
|
| |
$2.503 billion
|
| |
$2.590 billion
|
|
| | | | | | |
(8.1% above Threshold)
|
| |
(11.8% above Threshold)
|
| ||
Workforce Solutions Operating Income
|
| |
20
|
| |
$1.041 billion
|
| |
$1.129 billion
|
| |
$1.192 billion
|
|
| | | | | | |
(8.5% above Threshold)
|
| |
(14.5% above Threshold)
|
|
USIS Plan – Performance Measures
|
| |
Weight
(%) |
| |
Threshold
(25% payout) |
| |
Target
(100% payout) |
| |
Maximum
(200% payout) |
|
Corporate Adjusted EPS
|
| |
30
|
| |
$6.62
|
| |
$7.35
|
| |
$7.62
|
|
| | | | | | |
(11.0% above Threshold)
|
| |
(11.8% above Threshold)
|
| ||
USIS Operating Revenue
|
| |
30
|
| |
$1.720 billion
|
| |
$1.855 billion
|
| |
$1.919 billion
|
|
| | | | | | |
(7.9% above Threshold)
|
| |
(11.6% above Threshold)
|
| ||
USIS Operating Income
|
| |
20
|
| |
$355.5 million
|
| |
$410.1 million
|
| |
$452.8 million
|
|
| | | | | | |
(15.4% above Threshold)
|
| |
(27.4% above Threshold)
|
|
| 62 | | |
2025 Proxy Statement
|
|
|
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| |
63
|
|
Named Executive Officer
|
| |
Base
Salary ($)1 |
| |
Target Incentive
(as Percentage of Salary) (%) |
| |
Target
Incentive ($) |
| |
Maximum
Incentive ($)2 |
| |
Earned 2024
Incentive as Percentage of Target (%) |
| |
2024
Incentive Payout ($) |
| ||||||||||||||||||
M. Begor | | | | | 1,500,000 | | | | | | 120 | | | | | | 1,800,000 | | | | | | 3,600,000 | | | | | | 95.1 | | | | | | 1,712,415 | | |
J. Gamble | | | | | 800,000 | | | | | | 120 | | | | | | 960,000 | | | | | | 1,920,000 | | | | | | 116.1 | | | | | | 1,114,630 | | |
C. Borton | | | | | 460,096 | | | | | | 110 | | | | | | 797,500 | | | | | | 1,595,000 | | | | | | 102.6 | | | | | | 818,367 | | |
T. Horvath | | | | | 697,115 | | | | | | 110 | | | | | | 766,827 | | | | | | 1,533,653 | | | | | | 118.4 | | | | | | 907,716 | | |
J. Farshchi | | | | | 687,692 | | | | | | 100 | | | | | | 687,692 | | | | | | 1,375,384 | | | | | | 116.1 | | | | | | 798,461 | | |
R. Ploder | | | | | 579,808 | | | | | | 100 | | | | | | 579,808 | | | | | | 1,159,616 | | | | | | 82.6 | | | | | | 479,0183 | | |
Mark Begor | Chief Executive Officer
|
| |||||||||||||||
![]() |
| |
Objectives
|
| |
Target Level
|
| |
Actual Results
|
| |
Actual Payout
as a % of Target |
| |
2024 Incentive
Payout |
|
|
Corporate
Adjusted EPS |
| |
$7.350
|
| |
$7.309
|
| |
96
|
| |
$1,400,895
|
| ||
|
Corporate
Operating Revenue |
| |
$5.728 billion
|
| |
$5.686 billion
|
| |
92
|
| |
$311,520
|
| ||
|
Individual
Objectives1 |
| |
n/a
|
| | | | |
n/a
|
| |
n/a
|
| ||
| | | | | | | | | | | | |
| 64 | | |
2025 Proxy Statement
|
|
John Gamble | Executive Vice President, Chief Financial Officer and Chief Operations Officer
|
| |||||||||||||||
![]() |
| |
Objectives
|
| |
Target Level
|
| |
Actual Results
|
| |
Actual Payout
as a % of Target |
| |
2024 Incentive
Payout |
|
|
Corporate
Adjusted EPS |
| |
$7.350
|
| |
$7.309
|
| |
96
|
| |
$597,715
|
| ||
|
Corporate
Operating Revenue |
| |
$5.728 billion
|
| |
$5.686 billion
|
| |
92
|
| |
$132,915
|
| ||
|
Individual
Objectives |
| |
$192,000
|
| | | | |
200
|
| |
$384,000
|
| ||
| | | | | | | | | | | | | | |
Chad Borton | Executive Vice President, President, Workforce Solutions
|
| |||||||||||||||
![]() |
| |
Objectives
|
| |
Target Level
|
| |
Actual Results
|
| |
Actual Payout
as a % of Target |
| |
2024 Incentive
Payout |
|
|
Corporate
Adjusted EPS |
| |
$7.350
|
| |
$7.309
|
| |
96
|
| |
$229,172
|
| ||
|
WS Operating
Revenue |
| |
$2.503 billion
|
| |
$2.434 billion
|
| |
72
|
| |
$173,149
|
| ||
|
WS Operating
Income |
| |
$1.129 billion
|
| |
$1.083 billion
|
| |
61
|
| |
$97,047
|
| ||
|
Individual
Objectives |
| |
$159,500
|
| | | | |
200
|
| |
$319,000
|
| ||
| | | | | | | | | | | | | | |
|
![]() |
| |
65
|
|
Todd Horvath | Executive Vice President, President, U.S. Information Solutions
|
| |||||||||||||||
![]() |
| |
Objectives
|
| |
Target Level
|
| |
Actual Results
|
| |
Actual Payout
as a % of Target |
| |
2024 Incentive
Payout |
|
|
Corporate
Adjusted EPS |
| |
$7.350
|
| |
$7.309
|
| |
96
|
| |
$220,358
|
| ||
|
USIS Operating
Revenue |
| |
$1.855 billion
|
| |
$1.893 billion
|
| |
159
|
| |
$366,344
|
| ||
|
USIS Operating
Income |
| |
$410.1 million
|
| |
$414.1 million
|
| |
109
|
| |
$167,649
|
| ||
|
Individual
Objectives |
| |
$153,365
|
| | | | |
100
|
| |
$153,365
|
| ||
| | | | | | | | | | | | | | |
Jamil Farshchi | Executive Vice President, Chief Technology Officer and Chief Information Security Officer
|
| |||||||||||||||
![]() |
| |
Objectives
|
| |
Target Level
|
| |
Actual Results
|
| |
Actual Payout
as a % of Target |
| |
2024 Incentive
Payout |
|
|
Corporate
Adjusted EPS |
| |
$7.350
|
| |
$7.309
|
| |
96
|
| |
$428,171
|
| ||
|
Corporate
Operating Revenue |
| |
$5.728 billion
|
| |
$5.686 billion
|
| |
92
|
| |
$95,213
|
| ||
|
Individual
Objectives |
| |
$137,538
|
| | | | |
200
|
| |
$275,077
|
| ||
| | | | | | | | | | | | | | |
| 66 | | |
2025 Proxy Statement
|
|
Rudy Ploder | Former Executive Vice President, President, Workforce Solutions
|
| |||||||||||||||
![]() |
| |
Objectives
|
| |
Target Level
|
| |
Actual Results
|
| |
Actual Payout
as a % of Target |
| |
2024 Incentive
Payout |
|
|
Corporate
Adjusted EPS |
| |
$7.350
|
| |
$7.309
|
| |
96
|
| |
$166,615
|
| ||
|
WS Operating
Revenue |
| |
$2.503 billion
|
| |
$2.434 billion
|
| |
72
|
| |
$125,885
|
| ||
|
WS Operating
Income |
| |
$1.129 billion
|
| |
$1.083 billion
|
| |
61
|
| |
$70,556
|
| ||
|
Individual
Objectives |
| |
$115,962
|
| | | | |
100
|
| |
$115,962
|
| ||
| | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | |
|
![]() |
| |
67
|
|
|
2024 Annual LTI Structure
|
| ||||||
|
![]() |
| |
■
TSR performance shares: value based on the performance of our stock relative to companies in the S&P 500 Index over a three-year period; subject to post-vesting holding period of 12 months
■
Adjusted EBITDA performance shares: value based on our Adjusted EBITDA performance during a three-year period; subject to post-vesting holding period of 12 months
■
Premium-priced stock options: granted to our CEO, cliff vest on the third anniversary of the grant date and have exercise prices set at a premium to the market value of our stock on the grant date
■
Market-priced stock options: granted to our other NEOs, vest ratably over three years and have an exercise price set at the market value of our stock on the grant date
■
Time-based RSUs: accomplish retention objectives through a three-year cliff vesting schedule while also augmenting the alignment of management and shareholder interests
|
| |
![]() |
|
| 68 | | |
2025 Proxy Statement
|
|
Company TSR
Percentile |
| |
Performance Share Payout as a
% of Target |
| |||
75th | | | | | 200% | | |
50th | | | | | 100% | | |
25th | | | | | 50% | | |
Below 25th | | | | | 0% | | |
|
![]() |
| |
69
|
|
Name
|
| |
Target Grant
Value ($)1,2 |
| |
Target Number
of Performance Shares (TSR) Granted3 |
| |
Target Number
of Performance Shares (Adj. EBITDA) Granted4 |
| |
Number of
Stock Options Granted5 |
| |
Number
of RSUs Granted6 |
| |||||||||||||||
M. Begor
|
| | | | 10,100,000 | | | | | | 13,305 | | | | | | 13,305 | | | | | | 29,759 | | | | | | 8,107 | | |
J. Gamble
|
| | | | 4,000,000 | | | | | | 4,391 | | | | | | 4,391 | | | | | | 12,904 | | | | | | 4,014 | | |
C. Borton
|
| | | | 3,750,0007 | | | | | | 4,434 | | | | | | 4,434 | | | | | | 12,097 | | | | | | 4,053 | | |
T. Horvath
|
| | | | 3,500,000 | | | | | | 3,842 | | | | | | 3,842 | | | | | | 11,291 | | | | | | 3,512 | | |
J. Farshchi
|
| | | | 2,500,0008 | | | | | | 2,716 | | | | | | 2,716 | | | | | | 7,978 | | | | | | 2,482 | | |
R. Ploder
|
| | | | 3,500,000 | | | | | | 3,842 | | | | | | 3,842 | | | | | | 11,291 | | | | | | 3,512 | | |
| 70 | | |
2025 Proxy Statement
|
|
|
![]() |
| |
71
|
|
| | |
Period from January 1, 2022 through the end of:
|
| |||||||||||||||||||||||||||
| | |
Q1 2024
|
| |
Q2 2024
|
| |
Q3 2024
|
| |
Q4 2024
|
| |
Average
|
| |||||||||||||||
Equifax TSR | | | | | -7.1% | | | | | | -15.7% | | | | | | 2.4% | | | | | | -11.1% | | | | | | | | |
Equifax Percentile vs. S&P 500 | | | | | 37th | | | | | | 31st | | | | | | 39th | | | | | | 31st | | | | | | | | |
Payout
|
| | | | 73.51% | | | | | | 62.55% | | | | | | 77.11% | | | | | | 61.28% | | | | |
|
68.61%
|
| |
Performance Period
|
| |
Threshold (50%)
|
| |
Target (100%)
|
| |
Maximum (200%)
|
| |
Actual
Performance |
| |
Actual Payout
as a % of Target |
| |||
Year 1 | | | 2022 | | |
$1.671 billion
|
| |
$1.893 billion
|
| |
$1.963 billion
|
| |
$1,721,798
|
| |
61.5%
|
|
Year 2 | | | 2023 | | |
$1.722 billion
(prior year actual) |
| |
$1.851 billion
(+7.5% from prior year actual) |
| |
$1.911 billion
(+11% from prior year actual) |
| |
$1,694,748
|
| |
0%
|
|
Year 3 | | | 2024 | | |
$1.695 billion
(prior year actual) |
| |
$1.822 billion
(+7.5% from prior year actual) |
| |
$1.881 billion
(+11% from prior year actual) |
| |
$1,836,067
|
| |
123.7%
|
|
Final 3-Year Average Payout Percentage
|
| |
61.7%
|
|
| 72 | | |
2025 Proxy Statement
|
|
Name | | | Grant Date | | | Number of Securities Underlying the Awards | | | Exercise Price of the Award ($/Sh) | | | Grant Date Fair Value of the Award | | | Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information | | |||||||||||||||||||||
| | | | | 2/20/2024 | | | | | | | | | | $ | | | | | $ | | | | | | ( | | | | | | | | ||||
| | | | | 5/6/2024 | | | | | | | | | | $ | | | | | $ | | | | | | | | | | | | |
|
![]() |
| |
73
|
|
| 74 | | |
2025 Proxy Statement
|
|
|
![]() |
| |
75
|
|
| 76 | | |
2025 Proxy Statement
|
|
Events that Trigger Action
|
| |
Covered Persons
|
| |
Covered Awards
|
|
Material restatement with misconduct | | | Current and former employees | | | Annual and long-term incentives awarded within three-year period preceding the date the misconduct is discovered | |
Material restatement without misconduct
|
| | Current and former executives | | | Excess amount of annual and long-term incentives awarded within three-year period preceding the restatement date | |
Materially inaccurate financial statements or performance metrics with misconduct | | | Current and former employees | | | Annual and long-term incentives awarded within three-year period preceding the date the misconduct is discovered | |
Materially inaccurate financial statements or performance metrics without misconduct | | | Current and former employees | | |
Excess amount of annual and long-term incentives awarded within three-year period preceding the date the inaccuracy is discovered
|
|
Misconduct resulting in significant financial and/or reputational harm and the employee either engaged in the misconduct or failed to fulfill his or her supervisory responsibility to prevent another employee from engaging in such misconduct
|
| |
Current and former employees
|
| |
Annual and long-term incentives awarded within three-year period preceding the date the misconduct is discovered
|
|
|
![]() |
| |
77
|
|
| 78 | | |
2025 Proxy Statement
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($)1 |
| |
Bonus
($) |
| |
Stock
Awards ($)2,3 |
| |
Option
Awards ($)4 |
| |
Non-Equity
Incentive Plan Compensation ($)5 |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($)6 |
| |
All Other
Compensation ($)7 |
| |
Total
($)8 |
| |||||||||||||||||||||||||||
Mark W. Begor
Chief Executive Officer |
| | |
|
2024
|
| | | | | 1,500,000 | | | | | | 0 | | | | | | 8,986,294 | | | | | | 2,019,906 | | | | | | 1,712,415 | | | | | | 0 | | | | | | 579,284 | | | | | | 14,797,899 | | |
| | | 2023 | | | | | | 1,500,000 | | | | | | 0 | | | | | | 8,080,418 | | | | | | 2,019,634 | | | | | | 944,110 | | | | | | 0 | | | | | | 505,646 | | | | | | 13,049,808 | | | ||
| | | 2022 | | | | | | 1,500,000 | | | | | | 0 | | | | | | 28,080,015 | | | | | | 7,019,934 | | | | | | 223,078 | | | | | | 0 | | | | | | 422,826 | | | | | | 37,245,853 | | | ||
John W. Gamble, Jr.
EVP, Chief Financial Officer and Chief Operations Officer |
| | |
|
2024
|
| | | | | 800,000 | | | | | | 0 | | | | | | 3,299,235 | | | | | | 999,995 | | | | | | 1,114,630 | | | | | | 47,300 | | | | | | 23,006 | | | | | | 6,284,167 | | |
| | | 2023 | | | | | | 794,231 | | | | | | 0 | | | | | | 3,000,373 | | | | | | 999,658 | | | | | | 650,955 | | | | | | 650,500 | | | | | | 18,888 | | | | | | 6,114,604 | | | ||
| | | 2022 | | | | | | 750,000 | | | | | | 0 | | | | | | 2,437,902 | | | | | | 812,138 | | | | | | 318,206 | | | | | | 134,600 | | | | | | 17,150 | | | | | | 4,469,995 | | | ||
Chad M. Borton
EVP, President, Workforce Solutions |
| | |
|
2024
|
| | | | | 460,096 | | | | | | 0 | | | | | | 9,070,775 | | | | | | 870,340 | | | | | | 818,367 | | | | | | 0 | | | | | | 409,430 | | | | | | 11,629,008 | | |
Todd Horvath
EVP, President, U.S. Information Solutions |
| | |
|
2024
|
| | | | | 697,115 | | | | | | 0 | | | | | | 2,886,703 | | | | | | 874,996 | | | | | | 907,716 | | | | | | 0 | | | | | | 203,483 | | | | | | 5,570,013 | | |
| | | 2023 | | | | | | 495,865 | | | | | | 0 | | | | | | 6,550,408 | | | | | | 849,687 | | | | | | 758,721 | | | | | | 0 | | | | | | 241,787 | | | | | | 8,896,469 | | | ||
| | | 2022 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | ||
Jamil Farshchi
EVP, Chief Technology Officer and Chief Information Security Officer |
| | |
|
2024
|
| | | | | 687,692 | | | | | | 0 | | | | | | 2,062.694 | | | | | | 624,980 | | | | | | 798,461 | | | | | | 0 | | | | | | 166,625 | | | | | | 4,340,453 | | |
Rodolfo O. Ploder
Former EVP, President, Workforce Solutions |
| | |
|
2024
|
| | | | | 651,924 | | | | | | 0 | | | | | | 2,886,703 | | | | | | 874,996 | | | | | | 479,018 | | | | | | 0 | | | | | | 63,565 | | | | | | 4,956,206 | | |
| | | 2023 | | | | | | 744,231 | | | | | | 0 | | | | | | 2,625,456 | | | | | | 874,579 | | | | | | 386,217 | | | | | | 411,800 | | | | | | 48,465 | | | | | | 5,090,748 | | | ||
| | | 2022 | | | | | | 700,000 | | | | | | 0 | | | | | | 2,250,367 | | | | | | 749,644 | | | | | | 399,748 | | | | | | 0 | | | | | | 43,030 | | | | | | 4,142,789 | | |
|
![]() |
| |
79
|
|
Name
|
| |
Perquisites
and Personal Benefitsa ($) |
| |
Relocation
and Living Expensesb ($) |
| |
Tax
Reimbursementsc ($) |
| |
Company
Contributions to Defined Contribution Plansd ($) |
| |
Insurance
Premiumse ($) |
| |
Total
($) |
| ||||||||||||||||||
M. Begor
|
| | | | 240,792 | | | | | | 0 | | | | | | 0 | | | | | | 338,491 | | | | | | 0 | | | | | | 579,284 | | |
J. Gamble
|
| | | | 12,656 | | | | | | 0 | | | | | | 0 | | | | | | 10,350 | | | | | | 0 | | | | | | 23,006 | | |
C. Borton
|
| | | | 760 | | | | | | 197,177 | | | | | | 83,646 | | | | | | 127,846 | | | | | | 0 | | | | | | 409,430 | | |
T. Horvath
|
| | | | 5,096 | | | | | | 14,491 | | | | | | 6,163 | | | | | | 177,733 | | | | | | 0 | | | | | | 203,483 | | |
J. Farshchi
|
| | | | 760 | | | | | | 0 | | | | | | 0 | | | | | | 165,865 | | | | | | 0 | | | | | | 166,625 | | |
R. Ploder
|
| | | | 21,985 | | | | | | 0 | | | | | | 0 | | | | | | 10,350 | | | | | | 31,230 | | | | | | 63,565 | | |
| 80 | | |
2025 Proxy Statement
|
|
|
![]() |
| |
81
|
|
Name1
|
| |
Grant
Date |
| |
Estimated Possible
Payouts Under Non-Equity Incentive Plan Awards2 |
| |
Estimated Future
Payouts Under Equity Incentive Plan Awards3 |
| |
All Other
Stock Awards: Number of Shares of Stock or Units4 (#) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#) |
| |
Exercise
or Base Price of Option Awards5 ($/Sh) |
| |
Grant
Date Fair Value of Stock and Option Awards6 ($) |
| |||||||||||||||||||||||||||||||||||||||||||||
|
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| ||||||||||||||||||||||||||||||||||||||||||||||||||
M. Begor
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
AIP | | | | | | | | | | | 450,000 | | | | | | 1,800,000 | | | | | | 3,600,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
PS-TSR | | | | | 2/9/2024 | | | | | | | | | | | | | | | | | | | | | | | | 6,653 | | | | | | 13,305 | | | | | | 26,610 | | | | | | | | | | | | | | | | | | | | | | | | 3,935,972 | | |
PS-EBITDA | | | | | 2/9/2024 | | | | | | | | | | | | | | | | | | | | | | | | 6,653 | | | | | | 13,305 | | | | | | 26,610 | | | | | | | | | | | | | | | | | | | | | | | | 3,030,221 | | |
RSU | | | | | 2/9/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,107 | | | | | | | | | | | | | | | | | | 2,020,102 | | |
PPSO | | | | | 2/9/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,097 | | | | | | 274 | | | | | | 1,009,899 | | |
PPSO | | | | | 2/9/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,662 | | | | | | 299 | | | | | | 1,010,008 | | |
J. Gamble
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
AIP | | | | | | | | | | | 384,000 | | | | | | 960,000 | | | | | | 1,920,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
PS-TSR | | | | | 2/9/2024 | | | | | | | | | | | | | | | | | | | | | | | | 2,196 | | | | | | 4,391 | | | | | | 8,782 | | | | | | | | | | | | | | | | | | | | | | | | 1,298,974 | | |
PS-EBITDA | | | | | 2/9/2024 | | | | | | | | | | | | | | | | | | | | | | | | 2,196 | | | | | | 4,391 | | | | | | 8,782 | | | | | | | | | | | | | | | | | | | | | | | | 1,000,053 | | |
RSU | | | | | 2/9/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,014 | | | | | | | | | | | | | | | | | | 1,000,209 | | |
MPSO | | | | | 2/9/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,904 | | | | | | 249 | | | | | | 999,995 | | |
C. Borton
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
AIP | | | | | | | | | | | 319,000 | | | | | | 797,500 | | | | | | 1,595,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
PS-TSR | | | | | 5/6/2024 | | | | | | | | | | | | | | | | | | | | | | | | 2,217 | | | | | | 4,434 | | | | | | 8,868 | | | | | | | | | | | | | | | | | | | | | | | | 1,042,687 | | |
PS-EBITDA | | | | | 5/6/2024 | | | | | | | | | | | | | | | | | | | | | | | | 2,217 | | | | | | 4,434 | | | | | | 8,868 | | | | | | | | | | | | | | | | | | | | | | | | 931,494 | | |
RSU | | | | | 5/6/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,053 | | | | | | | | | | | | | | | | | | 937,621 | | |
MPSO | | | | | 5/6/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,097 | | | | | | 231 | | | | | | 870,340 | | |
PS-TSR (N) | | | | | 5/6/2024 | | | | | | | | | | | | | | | | | | | | | | | | 3,548 | | | | | | 7,095 | | | | | | 14,190 | | | | | | | | | | | | | | | | | | | | | | | | 1,668,440 | | |
PS-EBITDA (N) | | | | | 5/6/2024 | | | | | | | | | | | | | | | | | | | | | | | | 3,548 | | | | | | 7,095 | | | | | | 14,190 | | | | | | | | | | | | | | | | | | | | | | | | 1,490,517 | | |
RSU (N) | | | | | 5/6/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,968 | | | | | | | | | | | | | | | | | | 3,000,017 | | |
T. Horvath
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
AIP | | | | | | | | | | | 306,731 | | | | | | 766,827 | | | | | | 1,533,653 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
PS-TSR | | | | | 2/9/2024 | | | | | | | | | | | | | | | | | | | | | | | | 1,921 | | | | | | 3,842 | | | | | | 7,684 | | | | | | | | | | | | | | | | | | | | | | | | 1,136,565 | | |
PS-EBITDA | | | | | 2/9/2024 | | | | | | | | | | | | | | | | | | | | | | | | 1,921 | | | | | | 3,842 | | | | | | 7,684 | | | | | | | | | | | | | | | | | | | | | | | | 875,017 | | |
RSU | | | | | 2/9/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,512 | | | | | | | | | | | | | | | | | | 875,120 | | |
MPSO | | | | | 2/9/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,291 | | | | | | 249 | | | | | | 874,996 | | |
J. Farshchi
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
AIP | | | | | | | | | | | 275,077 | | | | | | 687,692 | | | | | | 1,375,384 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
PS-TSR | | | | | 2/9/2024 | | | | | | | | | | | | | | | | | | | | | | | | 934 | | | | | | 1,867 | | | | | | 3,734 | | | | | | | | | | | | | | | | | | | | | | | | 552,308 | | |
PS-EBITDA | | | | | 2/9/2024 | | | | | | | | | | | | | | | | | | | | | | | | 934 | | | | | | 1,867 | | | | | | 3,734 | | | | | | | | | | | | | | | | | | | | | | | | 425,210 | | |
RSU | | | | | 2/9/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,706 | | | | | | | | | | | | | | | | | | 425,101 | | |
MPSO | | | | | 2/9/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,484 | | | | | | 249 | | | | | | 424,982 | | |
PS-TSR (P) | | | | | 2/20/2024 | | | | | | | | | | | | | | | | | | | | | | | | 425 | | | | | | 849 | | | | | | 1,698 | | | | | | | | | | | | | | | | | | | | | | | | 259,895 | | |
PS-EBITDA (P) | | | | | 2/20/2024 | | | | | | | | | | | | | | | | | | | | | | | | 425 | | | | | | 849 | | | | | | 1,698 | | | | | | | | | | | | | | | | | | | | | | | | 200,088 | | |
RSU (P) | | | | | 2/20/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 776 | | | | | | | | | | | | | | | | | | 200,092 | | |
MPSO (P) | | | | | 2/20/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,494 | | | | | | 258 | | | | | | 199,997 | | |
R. Ploder
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
AIP | | | | | | | | | | | 231,923 | | | | | | 579,808 | | | | | | 1,159,616 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
PS-TSR | | | | | 2/9/2024 | | | | | | | | | | | | | | | | | | | | | | | | 1,921 | | | | | | 3,842 | | | | | | 7,684 | | | | | | | | | | | | | | | | | | | | | | | | 1,136,565 | | |
PS-EBITDA | | | | | 2/9/2024 | | | | | | | | | | | | | | | | | | | | | | | | 1,921 | | | | | | 3,842 | | | | | | 7,684 | | | | | | | | | | | | | | | | | | | | | | | | 875,017 | | |
RSU | | | | | 2/9/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,512 | | | | | | | | | | | | | | | | | | 875,120 | | |
MPSO | | | | | 2/9/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,291 | | | | | | 249 | | | | | | 874,996 | | |
| 82 | | |
2025 Proxy Statement
|
|
|
![]() |
| |
83
|
|
| 84 | | |
2025 Proxy Statement
|
|
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Number of
Securities Underlying Unexercised Options Exercisable (#) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable1 (#) |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($)2 |
| |
Equity Incentive
Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)2 |
| |||||||||||||||||||||||||||
M. Begor
|
| | | | 62,246 | | | | | | 0 | | | | | | 0 | | | | | | 112.46 | | | | | | 5/4/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 88,919 | | | | | | 0 | | | | | | 0 | | | | | | 112.46 | | | | | | 5/4/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 44,321 | | | | | | 0 | | | | | | 0 | | | | | | 175.48 | | | | | | 2/21/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 55,919 | | | | | | 0 | | | | | | 0 | | | | | | 191.44 | | | | | | 2/21/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 0 | | | | | | 26,751 | | | | | | 0 | | | | | | 194.91 | | | | | | 2/12/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 0 | | | | | | 30,596 | | | | | | 0 | | | | | | 212.63 | | | | | | 2/12/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 0 | | | | | | 17,522 | | | | | | 0 | | | | | | 247.50 | | | | | | 2/11/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 0 | | | | | | 19,652 | | | | | | 0 | | | | | | 270.00 | | | | | | 2/11/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 0 | | | | | | 43,440 | | | | | | 0 | | | | | | 229.80 | | | | | | 7/29/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 0 | | | | | | 48,281 | | | | | | 0 | | | | | | 250.69 | | | | | | 7/29/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 0 | | | | | | 16,580 | | | | | | 0 | | | | | | 226.78 | | | | | | 2/10/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 0 | | | | | | 18,346 | | | | | | 0 | | | | | | 247.39 | | | | | | 2/10/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 0 | | | | | | 14,097 | | | | | | 0 | | | | | | 274.10 | | | | | | 2/9/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 0 | | | | | | 15,662 | | | | | | 0 | | | | | | 299.02 | | | | | | 2/9/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,1683 | | | | | | 2,336,465 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 24,3483 | | | | | | 6,205,088 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,9283 | | | | | | 2,530,151 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,1543 | | | | | | 2,078,047 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,8749 | | | | | | 2,771,277 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,65110 | | | | | | 2,459,573 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 25,37811 | | | | | | 6,467,583 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 33,92012 | | | | | | 8,644,512 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,38313 | | | | | | 3,410,658 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,38314 | | | | | | 3,410,658 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 123,58015 | | | | | | 31,494,363 | | | ||
J. Gamble
|
| | | | 10,385 | | | | | | 0 | | | | | | 0 | | | | | | 129.93 | | | | | | 2/16/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 11,128 | | | | | | 0 | | | | | | 0 | | | | | | 121.35 | | | | | | 3/5/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 16,196 | | | | | | 0 | | | | | | 0 | | | | | | 123.49 | | | | | | 7/27/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 9,877 | | | | | | 0 | | | | | | 0 | | | | | | 177.19 | | | | | | 2/12/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 9,624 | | | | | | 4,814 | | | | | | 0 | | | | | | 225.00 | | | | | | 2/11/2032 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 5,154 | | | | | | 10,311 | | | | | | 0 | | | | | | 206.16 | | | | | | 2/10/2033 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 0 | | | | | | 12,904 | | | | | | 0 | | | | | | 249.18 | | | | | | 2/9/2034 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,6884 | | | | | | 939,887 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,9144 | | | | | | 1,252,333 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,0374 | | | | | | 1,028,829 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,9159 | | | | | | 742,988 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,58810 | | | | | | 659,498 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,37611 | | | | | | 2,134,624 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,19412 | | | | | | 2,852,791 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,41613 | | | | | | 1,125,418 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,41614 | | | | | | 1,125,418 | | |
|
![]() |
| |
85
|
|
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Number of
Securities Underlying Unexercised Options Exercisable (#) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable1 (#) |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($)2 |
| |
Equity Incentive
Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)2 |
| |||||||||||||||||||||||||||
C. Borton
|
| | | | 0 | | | | | | 12,097 | | | | | | 0 | | | | | | 231.34 | | | | | | 5/7/2034 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,0245 | | | | | | 3,319,166 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,0705 | | | | | | 1,037,240 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,57813 | | | | | | 2,950,653 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,57814 | | | | | | 2,950,653 | | | ||
T. Horvath
|
| | | | 4,398 | | | | | | 8,798 | | | | | | 0 | | | | | | 205.39 | | | | | | 5/1/2033 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 0 | | | | | | 11,291 | | | | | | 0 | | | | | | 249.18 | | | | | | 2/9/2034 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,5676 | | | | | | 1,673,600 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,1856 | | | | | | 1,066,547 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,5326 | | | | | | 900,130 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,16411 | | | | | | 3,100,008 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,13211 | | | | | | 1,817,590 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,53212 | | | | | | 2,429,230 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,86413 | | | | | | 984,740 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,86414 | | | | | | 984,740 | | | ||
J. Farshchi
|
| | | | 6,182 | | | | | | 0 | | | | | | 0 | | | | | | 121.35 | | | | | | 3/5/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 5,544 | | | | | | 0 | | | | | | 0 | | | | | | 138.45 | | | | | | 2/22/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 13,367 | | | | | | 0 | | | | | | 0 | | | | | | 149.53 | | | | | | 2/22/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 4,925 | | | | | | 0 | | | | | | 0 | | | | | | 175.48 | | | | | | 2/21/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 6,213 | | | | | | 0 | | | | | | 0 | | | | | | 191.44 | | | | | | 2/21/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 5,643 | | | | | | 0 | | | | | | 0 | | | | | | 177.19 | | | | | | 2/12/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 4,144 | | | | | | 2,074 | | | | | | 0 | | | | | | 225.00 | | | | | | 2/11/2032 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 2,190 | | | | | | 4,382 | | | | | | 0 | | | | | | 206.16 | | | | | | 2/10/2033 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 0 | | | | | | 5,484 | | | | | | 0 | | | | | | 249.18 | | | | | | 2/9/2034 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 0 | | | | | | 2,494 | | | | | | 0 | | | | | | 257.85 | | | | | | 2/9/2034 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,5887 | | | | | | 404,702 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,0897 | | | | | | 532,382 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,4967 | | | | | | 636,106 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,2559 | | | | | | 319,925 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,11510 | | | | | | 284,082 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,56011 | | | | | | 907,266 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,75612 | | | | | | 1,212,067 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,73213 | | | | | | 696,250 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,73214 | | | | | | 696,250 | | |
| 86 | | |
2025 Proxy Statement
|
|
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Number of
Securities Underlying Unexercised Options Exercisable (#) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable1 (#) |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($)2 |
| |
Equity Incentive
Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)2 |
| |||||||||||||||||||||||||||
R. Ploder
|
| | | | 6,019 | | | | | | 0 | | | | | | 0 | | | | | | 175.48 | | | | | | 2/21/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 7,594 | | | | | | 0 | | | | | | 0 | | | | | | 191.44 | | | | | | 2/21/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 8,468 | | | | | | 0 | | | | | | 0 | | | | | | 177.19 | | | | | | 9/30/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 8,883 | | | | | | 4,444 | | | | | | 0 | | | | | | 225.00 | | | | | | 9/30/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 4,509 | | | | | | 9,021 | | | | | | 0 | | | | | | 206.16 | | | | | | 9/30/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 0 | | | | | | 11,291 | | | | | | 0 | | | | | | 249.18 | | | | | | 9/30/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,4048 | | | | | | 867,509 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,3008 | | | | | | 1,095,855 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,5328 | | | | | | 900,130 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,6919 | | | | | | 685,727 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,38910 | | | | | | 608,792 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,32811 | | | | | | 1,867,541 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,79612 | | | | | | 2,496,511 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,86413 | | | | | | 984,740 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,86414 | | | | | | 984,740 | | |
|
![]() |
| |
87
|
|
Name
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||
|
Number of Shares
Acquired on Exercise (#) |
| |
Value
Realized On Exercise ($)1 |
| |
Number of
RSU Shares Acquired on Vesting (#) |
| |
Value of RSUs
Realized on Vesting ($)2 |
| |
Number of
Performance Shares Acquired on Vesting (#) |
| |
Value of
Performance Shares Realized on Vesting ($)3 |
| ||||||||||||||||||||
M. Begor
|
| | | | 233,204 | | | | | | 27,576,044 | | | | | | 11,651 | | | | | | 2,980,093 | | | | | | 39,822 | | | | | | 10,185,671 | | |
J. Gamble
|
| | | | 79,109 | | | | | | 9,332,088 | | | | | | 2,523 | | | | | | 645,333 | | | | | | 5,750 | | | | | | 1,470,735 | | |
C. Borton
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
T. Horvath
|
| | | | 0 | | | | | | 0 | | | | | | 3,265 | | | | | | 720,488 | | | | | | 0 | | | | | | 0 | | |
J. Farshchi
|
| | | | 14,716 | | | | | | 1,874,746 | | | | | | 1,442 | | | | | | 368,835 | | | | | | 3,286 | | | | | | 840,493 | | |
R. Ploder
|
| | | | 32,619 | | | | | | 3,281,792 | | | | | | 2,162 | | | | | | 552,996 | | | | | | 4,928 | | | | | | 1,260,484 | | |
| 88 | | |
2025 Proxy Statement
|
|
Name
|
| |
Plan Name
|
| |
Number of Years
Credited Service (#) |
| |
Present Value of
Accumulated Benefit1 ($) |
| |
Payments During
Last Fiscal Year(s) ($) |
| ||||||||||||
M. Begor2
|
| | | | USRIP | | | | | | N/A | | | | | | 0 | | | | | | 0 | | |
| | | SERP | | | | | | N/A | | | | | | 0 | | | | | | 0 | | | ||
J. Gamble2
|
| | | | USRIP | | | | | | N/A | | | | | | 0 | | | | | | 0 | | |
| | | SERP | | | | | | 11 | | | | | | 5,906,200 | | | | | | 0 | | | ||
C. Borton2
|
| | | | USRIP | | | | | | N/A | | | | | | 0 | | | | | | 0 | | |
| | | SERP | | | | | | N/A | | | | | | 0 | | | | | | 0 | | | ||
T. Horvath2
|
| | | | USRIP | | | | | | N/A | | | | | | 0 | | | | | | 0 | | |
| | | SERP | | | | | | N/A | | | | | | 0 | | | | | | 0 | | | ||
J. Farshchi2
|
| | | | USRIP | | | | | | N/A | | | | | | 0 | | | | | | 0 | | |
| | | SERP | | | | | | N/A | | | | | | 0 | | | | | | 0 | | | ||
R. Ploder
|
| | | | USRIP | | | | | | 5 | | | | | | 189,600 | | | | | | 3,800 | | |
| | | SERP | | | | | | 21 | | | | | | 7,806,100 | | | | | | 0 | | |
|
![]() |
| |
89
|
|
| | |
Non-Qualified Deferred Compensation for 2024 Fiscal Year
|
| |||||||||||||||||||||||||||
Name
|
| |
Executive
Contributions in Last FY1 ($) |
| |
Registrant
Contributions in Last FY2 ($) |
| |
Aggregate
Earnings in Last FY3 ($) |
| |
Aggregate
Withdrawals/ Distributions ($) |
| |
Aggregate
Balance at Last FYE4 ($) |
| |||||||||||||||
M. Begor
|
| | | | 15,396,914 | | | | | | 313,692 | | | | | | 1,292,924 | | | | | | 0 | | | | | | 22,876,564 | | |
J. Gamble
|
| | | | 0 | | | | | | 0 | | | | | | 17,562 | | | | | | 0 | | | | | | 250,320 | | |
C. Borton
|
| | | | 0 | | | | | | 127,846 | | | | | | 0 | | | | | | 0 | | | | | | 127,846 | | |
T. Horvath
|
| | | | 0 | | | | | | 160,483 | | | | | | 12,508 | | | | | | 0 | | | | | | 298,449 | | |
J. Farshchi
|
| | | | 0 | | | | | | 145,123 | | | | | | 123,889 | | | | | | 0 | | | | | | 910,196 | | |
R. Ploder
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
| 90 | | |
2025 Proxy Statement
|
|
|
![]() |
| |
91
|
|
| 92 | | |
2025 Proxy Statement
|
|
Payment or benefit
|
| |
Voluntary
termination by the NEO ($) |
| |
Termination
by us for cause ($) |
| |
Termination
by us without cause or by the NEO with good reason ($) |
| |
Termination
by us without cause or by the NEO with good reason following a change in control ($) |
| |
Retirement
($) |
| |
Disability
($) |
| |
Death
($) |
| |||||||||||||||||||||
Severance payments | | | | | 0 | | | | | | 01 | | | | | | 02 | | | | | | 9,900,0003 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Pension/supplemental retirement plan4 | | | | | 2,094,532 | | | | | | 2,094,532 | | | | | | 2,094,532 | | | | | | 2,094,532 | | | | | | 2,094,532 | | | | | | 2,408,225 | | | | | | 2,408,225 | | |
Executive compensation deferral program6 | | | | | 7,824,362 | | | | | | 7,824,362 | | | | | | 7,824,362 | | | | | | 7,824,362 | | | | | | 7,824,362 | | | | | | 7,824,362 | | | | | | 7,824,362 | | |
Life insurance benefits | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 250,0007 | | |
Disability benefits | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 317,5008 | | | | | | 0 | | |
Healthcare benefits | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 36,5209 | | | | | | 0 | | | | | | 0 | | | | | | 4,50011 | | |
Perquisites and other personal benefits12 | | | | | 50,000 | | | | | | 0 | | | | | | 50,000 | | | | | | 50,000 | | | | | | 50,000 | | | | | | 50,000 | | | | | | 50,000 | | |
Tax gross-up | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Market value of stock options
vesting on termination |
| | | | 0 | | | | | | 0 | | | | | | 1,289,02113 | | | | | | 4,915,28713 | | | | | | 0 | | | | | | 4,915,28713 | | | | | | 4,915,28713 | | |
Market value of restricted
stock units and performance shares vesting on termination |
| | | | 6,944,643 | | | | | | 0 | | | | | | 6,205,00414 | | | | | | 49,513,50214 | | | | | | 6,944,643 | | | | | | 35,552,18514 | | | | | | 35,552,18514 | | |
TOTAL
|
| | | | 16,913,537 | | | | | | 9,918,894 | | | | | | 17,462,919 | | | | | | 74,334,203 | | | | | | 16,913,537 | | | | | | 51,067,558 | | | | | | 51,004,558 | | |
|
![]() |
| |
93
|
|
Payment or benefit
|
| |
Voluntary
termination by the NEO ($) |
| |
Termination
by us for cause ($) |
| |
Termination
by us without cause or by the NEO with good reason ($) |
| |
Termination
by us without cause or by the NEO with good reason following a change in control ($) |
| |
Retirement
($) |
| |
Disability
($) |
| |
Death
($) |
| |||||||||||||||||||||
Severance payments | | | | | 0 | | | | | | 01 | | | | | | 369,2312 | | | | | | 3,520,0003 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Pension/supplemental retirement plan4 | | | | | 5,906,200 | | | | | | 5,906,200 | | | | | | 5,906,200 | | | | | | 5,906,200 | | | | | | 5,906,200 | | | | | | 5,906,200 | | | | | | 2,629,8005 | | |
Executive compensation deferral program6 | | | | | 250,320 | | | | | | 250,320 | | | | | | 250,320 | | | | | | 250,320 | | | | | | 250,320 | | | | | | 250,320 | | | | | | 250,320 | | |
Life insurance benefits | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 1,250,0007 | | |
Disability benefits | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 493,6008 | | | | | | 0 | | |
Healthcare benefits | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 34,379 9 | | | | | | 0 | | | | | | 14,90010 | | | | | | 4,50011 | | |
Perquisites and other personal benefits12 | | | | | 10,000 | | | | | | 0 | | | | | | 10,000 | | | | | | 10,000 | | | | | | 10,000 | | | | | | 10,000 | | | | | | 10,000 | | |
Tax gross-up | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Market value of stock options
vesting on termination |
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 718,906 13 | | | | | | 0 | | | | | | 718,90613 | | | | | | 718,90613 | | |
Market value of restricted
stock units and performance shares vesting on termination |
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 9,701,245 14 | | | | | | 0 | | | | | | 10,117,58814 | | | | | | 10,117,58814 | | |
TOTAL
|
| | | | 6,166,520 | | | | | | 6,156,520 | | | | | | 6,535,751 | | | | | | 20,141,050 | | | | | | 6,166,520 | | | | | | 17,511,514 | | | | | | 14,981,114 | | |
Payment or benefit
|
| |
Voluntary
termination by the NEO ($) |
| |
Termination
by us for cause ($) |
| |
Termination
by us without cause or by the NEO with good reason ($) |
| |
Termination
by us without cause or by the NEO with good reason following a change in control ($) |
| |
Retirement
($) |
| |
Disability
($) |
| |
Death
($) |
| |||||||||||||||||||||
Severance payments | | | | | 0 | | | | | | 01 | | | | | | 55,7692 | | | | | | 3,045,0003 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Pension/supplemental retirement plan4
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 127,846 | | | | | | 127,846 | | |
Executive compensation deferral program6
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Life insurance benefits | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 250,0007 | | |
Disability benefits | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 893,5008 | | | | | | 0 | | |
Healthcare benefits | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 48,2019 | | | | | | 0 | | | | | | 29,80010 | | | | | | 4,50011 | | |
Perquisites and other personal benefits12 | | | | | 0 | | | | | | 0 | | | | | | 10,000 | | | | | | 10,000 | | | | | | 0 | | | | | | 10,000 | | | | | | 10,000 | | |
Tax gross-up | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Market value of stock options
vesting on termination |
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 284,40013 | | | | | | 0 | | | | | | 284,40013 | | | | | | 284,40013 | | |
Market value of restricted
stock units and performance shares vesting on termination |
| | | | 0 | | | | | | 0 | | | | | | 6,951,02414 | | | | | | 9,177,76914 | | | | | | 0 | | | | | | 10,257,70514 | | | | | | 10,257,70514 | | |
TOTAL
|
| | | | 0 | | | | | | 0 | | | | | | 7,016,793 | | | | | | 12,565,370 | | | | | | 0 | | | | | | 11,603,251 | | | | | | 10,934,451 | | |
| 94 | | |
2025 Proxy Statement
|
|
Payment or benefit
|
| |
Voluntary
termination by the NEO ($) |
| |
Termination
by us for cause ($) |
| |
Termination
by us without cause or by the NEO with good reason ($) |
| |
Termination
by us without cause or by the NEO with good reason following a change in control ($) |
| |
Retirement
($) |
| |
Disability
($) |
| |
Death
($) |
| |||||||||||||||||||||
Severance payments | | | | | 0 | | | | | | 01 | | | | | | 80,7692 | | | | | | 2,933,6533 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Pension/supplemental retirement plan4 | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 298,449 | | | | | | 298,449 | | |
Executive compensation deferral program6 | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Life insurance benefits | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 250,0007 | | |
Disability benefits | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 1,036,8008 | | | | | | 0 | | |
Healthcare benefits | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 53,9959 | | | | | | 0 | | | | | | 29,90010 | | | | | | 4,50011 | | |
Perquisites and other personal benefits12
|
| | | | 0 | | | | | | 0 | | | | | | 10,000 | | | | | | 10,000 | | | | | | 0 | | | | | | 10,000 | | | | | | 10,000 | | |
Tax gross-up | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Market value of stock options
vesting on termination |
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 499,16913 | | | | | | 0 | | | | | | 499,16913 | | | | | | 499,16913 | | |
Market value of restricted
stock units and performance shares vesting on termination |
| | | | 0 | | | | | | 0 | | | | | | 3,795,18014 | | | | | | 11,091,13914 | | | | | | 0 | | | | | | 9,855,21714 | | | | | | 9,855,21714 | | |
TOTAL
|
| | | | 0 | | | | | | 0 | | | | | | 3,885,949 | | | | | | 14,587,956 | | | | | | 0 | | | | | | 11,729,535 | | | | | | 10,917,335 | | |
Payment or benefit
|
| |
Voluntary
termination by the NEO ($) |
| |
Termination
by us for cause ($) |
| |
Termination
by us without cause or by the NEO with good reason ($) |
| |
Termination
by us without cause or by the NEO with good reason following a change in control ($) |
| |
Retirement
($) |
| |
Disability
($) |
| |
Death
($) |
| |||||||||||||||||||||
Severance payments | | | | | 0 | | | | | | 01 | | | | | | 215,3852 | | | | | | 2,775,3843 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Pension/supplemental retirement plan4 | | | | | 681,102 | | | | | | 681,102 | | | | | | 681,102 | | | | | | 681,102 | | | | | | 681,102 | | | | | | 826,225 | | | | | | 826,225 | | |
Executive compensation deferral program6 | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Life insurance benefits | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 750,0007 | | |
Disability benefits | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 1,180,9008 | | | | | | 0 | | |
Healthcare benefits | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 51,7949 | | | | | | 0 | | | | | | 30,00010 | | | | | | 4,50011 | | |
Perquisites and other
personal benefits12 |
| | | | 0 | | | | | | 0 | | | | | | 10,000 | | | | | | 10,000 | | | | | | 0 | | | | | | 10,000 | | | | | | 10,000 | | |
Tax gross-up | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Market value of stock options vesting on termination
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 306,36313 | | | | | | 0 | | | | | | 306,36313 | | | | | | 306,36313 | | |
Market value of restricted stock units and performance shares vesting on termination
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 4,690,68714 | | | | | | 0 | | | | | | 4,951,60114 | | | | | | 4,951,60114 | | |
TOTAL
|
| | | | 681,102 | | | | | | 681,102 | | | | | | 906,486 | | | | | | 8,515,330 | | | | | | 681,102 | | | | | | 7,305,089 | | | | | | 6,848,689 | | |
|
![]() |
| |
95
|
|
| 96 | | |
2025 Proxy Statement
|
|
|
![]() |
| |
97
|
|
Equity Award Type
|
| |
Treatment
|
|
Premium-priced stock options granted under 2022-2024 annual LTI program to our CEO (exercise price equal to 110% and 120% of closing stock price on grant date)
|
| |
Award will continue to vest and remain exercisable for the remainder of the outstanding 7-year or 8-year term, as applicable
|
|
Market-priced stock options | | |
Award will continue to vest and remain exercisable for the lesser of five years following the executive’s retirement or the remainder of the outstanding 10-year term
|
|
Market-priced stock options granted to NEOs other than our CEO under 2022 annual LTI program | | |
A portion of the award will continue to vest and remain exercisable for the lesser of five years following the executive’s retirement or the remainder of the outstanding 10-year term, and a portion of the award will be forfeited
|
|
TSR performance shares | | |
Award will remain eligible to vest, subject to completion of the performance milestones
|
|
TSR performance shares granted to NEOs other than our CEO under 2022 annual LTI program | | |
A portion of the award will remain eligible to vest, subject to completion of the performance milestones, and a portion of the award will be forfeited
|
|
Adjusted EBITDA performance shares granted to our CEO | | | Award will remain eligible to vest, subject to completion of the performance milestones | |
Adjusted EBITDA performance shares granted to NEOs other than our CEO under 2022 annual LTI program | | |
A portion of the award will remain eligible to vest, subject to completion of the performance milestones, and a portion of the award will be forfeited
|
|
Time-based RSUs | | | Award will continue to vest (except for RSUs granted to Mr. Begor, which would immediately vest) | |
Time-based RSUs granted to NEOs other than our CEO under 2022 annual LTI program | | | A portion of the award will continue to vest, and a portion of the award will be forfeited | |
TSR performance shares, premium-priced stock options and time-based RSUs granted to our CEO in July 2022
|
| | Award will be forfeited | |
| 98 | | |
2025 Proxy Statement
|
|
|
![]() |
| |
99
|
|
| 100 | | |
2025 Proxy Statement
|
|
|
![]() |
| |
101
|
|
Year | | | Summary Compensation Table Total for PEO1 ($) | | | Compensation Actually Paid to PEO1,2,3 ($) | | | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | | | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | | | Value of Initial Fixed $100 Investment based on:4 | | | Net Income5 ($ Millions) | | | EBITDA ($ Millions) | | |||||||||||||||||||||||||||
| TSR ($) | | | Peer Group TSR ($) | | ||||||||||||||||||||||||||||||||||||||||||||
2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
2022 | | | | | | | | | | ( | | | | | | | | | | | ( | | | | | | | | | | | | | | | | | | | | | | | ||||||
2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
2020-2021
|
| |
2022
|
| |
2023
|
| |
2024
|
|
|
John W. Gamble, Jr.
|
| |
John W. Gamble, Jr.
|
| |
John W. Gamble, Jr.
|
| |
John W. Gamble, Jr.
|
|
|
Rodolfo O. Ploder
|
| |
Rodolfo O. Ploder
|
| |
Rodolfo O. Ploder
|
| |
Chad M. Borton
|
|
|
Sid Singh
|
| |
Sid Singh
|
| |
Bryson R. Koehler
|
| |
Todd Horvath
|
|
|
Bryson R. Koehler
|
| |
Bryson R. Koehler
|
| |
Todd Horvath
|
| |
Jamil Farshchi
|
|
| | | |
John J. Kelley III
|
| | | | |
Rodolfo O. Ploder
|
|
Year | | | Summary Compensation Table Total for PEO ($) | | | Exclusion of Change in Pension Value for PEO ($) | | | Exclusion of Stock Awards and Option Awards for PEO ($) | | | Inclusion of Pension Service Cost for PEO ($) | | | Inclusion of Equity Values for PEO ($) | | | Compensation Actually Paid to PEO ($) | | ||||||||||||||||||
2024 | | | | | | | | | | | | | | | ( | | | | | | | | | | | | | | | | | |
Year | | | Average Summary Compensation Table Total for Non- PEO NEOs ($) | | | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | | | Average Exclusion of Stock Awards and Option Awards for Non- PEO NEOs ($) | | | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | | | Average Inclusion of Equity Values for Non-PEO NEOs ($) | | | Average Compensation Actually Paid to Non-PEO NEOs ($) | | ||||||||||||||||||
2024 | | | | | | | | | | ( | | | | | | ( | | | | | | | | | | | | | | | | | |
| 102 | | |
2025 Proxy Statement
|
|
Year | | | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | | | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | | | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | | | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | | | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | | | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) | | | Total - Inclusion of Equity Values for PEO ($) | | |||||||||||||||||||||
2024 | | | | | | | | | | ( | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Year | | | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | | | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | | | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non- PEO NEOs ($) | | | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non- PEO NEOs ($) | | | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | | | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | | | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | |||||||||||||||||||||
2024 | | | | | | | | | | | | | | | | | | | | ( | | | | | | | | | | | | | | | | | |
|
![]() |
| |
103
|
|
| 104 | | |
2025 Proxy Statement
|
|
| | |
| | |
| | |
| | |
|
![]() |
| |
105
|
|
Plan category
|
| |
Number of securities
to be issued upon exercise of outstanding options, warrants and rights (a) |
| |
Weighted-average
exercise price of outstanding options, warrants and rights1,2 (b) |
| |
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
| |||||||||
Equity compensation plans approved by shareholders | | | | | 2,630,8003 | | | | | $ | 194 | | | | | | 4,207,654 | | |
Equity compensation plans not approved by shareholders | | | | | 0 | | | | | $ | 0 | | | | | | 0 | | |
Total Equity Compensation Plans | | | | | 2,630,800 | | | | | $ | 194 | | | | | | 4,207,654 | | |
|
Robert D. Marcus (Chair)
|
| |
Mark L. Feidler
|
| |
G. Thomas Hough
|
| |
Melissa D. Smith
|
|
| 106 | | |
2025 Proxy Statement
|
|
Name
|
| |
Fees Earned or
Paid in Cash ($) |
| |
Stock Awards1
($) |
| |
All Other
Compensation2 ($) |
| |
Total
($) |
| ||||||||||||
Mark L. Feidler
|
| | | | 272,500 | | | | | | 200,030 | | | | | | 359 | | | | | | 472,889 | | |
Karen L. Fichuk
|
| | | | 105,000 | | | | | | 200,030 | | | | | | 5,000 | | | | | | 310,030 | | |
G. Thomas Hough
|
| | | | 132,500 | | | | | | 200,030 | | | | | | 10,359 | | | | | | 342,889 | | |
Barbara A. Larson3
|
| | | | 70,096 | | | | | | 400,059 | | | | | | 218 | | | | | | 470,373 | | |
Robert D. Marcus
|
| | | | 125,000 | | | | | | 200,030 | | | | | | 20,359 | | | | | | 345,389 | | |
Scott A. McGregor
|
| | | | 120,000 | | | | | | 200,030 | | | | | | 20,359 | | | | | | 340,389 | | |
John A. McKinley
|
| | | | 135,000 | | | | | | 200,030 | | | | | | 5,359 | | | | | | 340,389 | | |
Melissa D. Smith
|
| | | | 112,500 | | | | | | 200,030 | | | | | | 0 | | | | | | 312,530 | | |
Audrey Boone Tillman
|
| | | | 115,000 | | | | | | 200,030 | | | | | | 7,859 | | | | | | 322,889 | | |
|
![]() |
| |
107
|
|
| 108 | | |
2025 Proxy Statement
|
|
|
![]() |
| |
109
|
|
| | |
Beneficial Ownership of Common Stock
|
| |||||||||
Name and Address of Beneficial Owner
|
| |
Number of Shares
|
| |
% of Class1
|
| ||||||
The Vanguard Group2 | | | |
|
13,895,487
|
| | | |
|
11.3%
|
| |
Capital International Investors3 | | | |
|
9,093,568
|
| | | |
|
7.3%
|
| |
BlackRock, Inc.4 | | | |
|
8,547,536
|
| | | |
|
6.9%
|
| |
| 110 | | |
2025 Proxy Statement
|
|
Name
|
| |
Number of
Shares Owned1 |
| |
Exercisable
Stock Options2 |
| |
Number of
Deferred Share Equivalent Units3 |
| |
% of Common
Stock Outstanding4 |
| ||||||||||||
Mark W. Begor
|
| | | | 132,2845 | | | | | | 229,244 | | | | | | 78,0966 | | | | | | * | | |
Chad M. Borton
|
| | | | 0 | | | | | | 4,033 | | | | | | 0 | | | | | | * | | |
Jamil Farshchi
|
| | | | 30,960 | | | | | | 36,220 | | | | | | 0 | | | | | | * | | |
Mark L. Feidler
|
| | | | 24,0357 | | | | | | 0 | | | | | | 5,899 | | | | | | * | | |
Karen L. Fichuk
|
| | | | 9308 | | | | | | 0 | | | | | | 907 | | | | | | * | | |
John W. Gamble, Jr.
|
| | | | 53,259 | | | | | | 76,634 | | | | | | 0 | | | | | | * | | |
Todd M. Horvath
|
| | | | 2,006 | | | | | | 12,560 | | | | | | 0 | | | | | | * | | |
G. Thomas Hough
|
| | | | 5,330 | | | | | | 0 | | | | | | 7,980 | | | | | | * | | |
Barbara A. Larson
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | * | | |
Robert D. Marcus
|
| | | | 13,459 | | | | | | 0 | | | | | | 3,622 | | | | | | * | | |
Scott A. McGregor
|
| | | | 8,340 | | | | | | 0 | | | | | | 0 | | | | | | * | | |
John A. McKinley
|
| | | | 14,940 | | | | | | 0 | | | | | | 23,321 | | | | | | * | | |
Rodolfo O. Ploder9
|
| | | | 68,546 | | | | | | 34,577 | | | | | | 0 | | | | | | * | | |
Melissa D. Smith
|
| | | | 5,42010 | | | | | | 0 | | | | | | 0 | | | | | | * | | |
Audrey Boone Tillman
|
| | | | 0 | | | | | | 0 | | | | | | 3,678 | | | | | | * | | |
All directors, nominees and executive officers as a group (22
persons including those named above)11 |
| | |
|
994,302
|
| | | |
|
491,937
|
| | | |
|
123,740
|
| | | |
|
1.4%
|
| |
|
![]() |
| |
111
|
|
| 112 | | |
2025 Proxy Statement
|
|
|
G. Thomas Hough (Chair)
|
| |
Karen L. Fichuk
|
| |
Barbara A. Larson
|
| |
Scott A. McGregor
|
| |
John A. McKinley
|
|
|
![]() |
| |
113
|
|
Fee Category
|
| |
2024
|
| |
2023
|
| ||||||
Audit Fees1 | | | | $ | 6,287,020 | | | | | $ | 7,103,720 | | |
Audit-Related Fees2 | | | | | 0 | | | | | | 331,250 | | |
Tax Fees3 | | | | | 769,060 | | | | | | 853,690 | | |
All Other Fees4 | | | | | 19,700 | | | | | | 8,890 | | |
TOTAL | | | | $ | 7,075,780 | | | | | $ | 8,297,550 | | |
| 114 | | |
2025 Proxy Statement
|
|
|
Board Recommendation
|
|
|
The Board recommends a vote “FOR” Proposal 3.
|
|
|
![]() |
| |
115
|
|
| 116 | | |
2025 Proxy Statement
|
|
|
![]() |
| |
117
|
|
|
Board Recommendation
|
|
|
The Board recommends a vote “FOR” Proposal 4.
|
|
| 118 | | |
2025 Proxy Statement
|
|
|
![]() |
| |
119
|
|
Agenda Item
|
| |
Board Voting
Recommendation |
| |
Page Reference
(for more detail) |
| |||
Proposal 1
|
| |
Election of Ten Director Nominees
|
| |
FOR EACH NOMINEE
|
| | | |
Proposal 2
|
| |
Advisory Vote to Approve Named Executive Officer Compensation
|
| |
FOR
|
| | | |
Proposal 3
|
| |
Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for 2025
|
| |
FOR
|
| | | |
Proposal 4
|
| |
Approval of Amendments to our Articles of Incorporation to Eliminate Supermajority Voting Requirements
|
| |
FOR
|
| | |
| 120 | | |
2025 Proxy Statement
|
|
|
![]() |
| |
121
|
|
| 122 | | |
2025 Proxy Statement
|
|
|
![]() |
| |
123
|
|
| 124 | | |
2025 Proxy Statement
|
|
|
![]() |
| |
125
|
|
| | |
Twelve Months Ended
December 31, |
| | | | | | | | | | | | | |||||||||
(In millions, except per share amounts)
|
| |
2024
|
| |
2023
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||
Net income attributable to Equifax | | | |
$
|
604.1
|
| | | | $ | 545.3 | | | | | $ | 58.8 | | | | | | 11% | | |
Acquisition-related amortization expense of certain acquired intangibles1 | | | |
|
261.1
|
| | | | | 250.7 | | | | | | 10.4 | | | | | | 4% | | |
Accrual for legal and regulatory matters related to the 2017 cybersecurity incident2
|
| | |
|
0.3
|
| | | | | 16.8 | | | | | | (16.5) | | | | | | (98)% | | |
Fair market value adjustment and gain on sale of equity investments3 | | | |
|
0
|
| | | | | (13.4) | | | | | | 13.4 | | | | | | nm | | |
Pension mark-to-market fair value adjustment4 | | | |
|
11.6
|
| | | | | 0.1 | | | | | | 11.5 | | | | | | nm | | |
Foreign currency impact of certain intercompany loans5 | | | |
|
0.4
|
| | | | | (1.0) | | | | | | 1.4 | | | | | | nm | | |
Acquisition-related costs other than acquisition amortization6 | | | |
|
68.4
|
| | | | | 103.2 | | | | | | (34.8) | | | | | | (34)% | | |
Realignment of resources and other costs7 | | | |
|
48.0
|
| | | | | 34.6 | | | | | | 13.4 | | | | | | 39% | | |
Income tax effects of stock awards that are recognized upon vesting or settlement8
|
| | |
|
(8.2)
|
| | | | | (3.4) | | | | | | (4.8) | | | | | | 141% | | |
Argentina highly inflationary foreign currency adjustment9 | | | |
|
1.1
|
| | | | | 3.8 | | | | | | (2.7) | | | | | | (71)% | | |
Adjustments to deferred tax balances10 | | | |
|
0
|
| | | | | (27.2) | | | | | | 27.2 | | | | | | nm | | |
Reversal of valuation allowance for certain deferred tax assets11 | | | |
|
(4.6)
|
| | | | | 0 | | | | | | (4.6) | | | | | | nm | | |
Legal Settlement12 | | | |
|
15.0
|
| | | | | 0 | | | | | | 15.0 | | | | | | nm | | |
Tax impact of adjustments13 | | | |
|
(87.1)
|
| | | | | (78.0) | | | | | | (9.1) | | | | | | 12% | | |
Adjusted net income attributable to Equifax | | | |
$
|
910.1
|
| | | | $ | 831.5 | | | | | $ | 78.6 | | | | | | 9% | | |
Adjusted diluted EPS attributable to Equifax | | | |
$
|
7.29
|
| | | | $ | 6.71 | | | | | $ | 0.58 | | | | | | 9% | | |
Weighted-average shares used in computing diluted EPS | | | |
|
124.9
|
| | | | | 123.9 | | | | | | | | | | | | | | |
| 126 | | |
2025 Proxy Statement
|
|
|
![]() |
| |
127
|
|
| | |
Twelve Months Ended
December 31, |
| | | | | | | | | | | | | |||||||||
(In millions)
|
| |
2024
|
| |
2023
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||
Revenue | | | |
$
|
5,681.1
|
| | | | $ | 5,265.2 | | | | | $ | 415.9 | | | | | | 8% | | |
Net income attributable to Equifax | | | |
|
604.1
|
| | | | | 545.3 | | | | | | 58.8 | | | | | | 11% | | |
Income taxes | | | |
|
203.2
|
| | | | | 166.2 | | | | | | 37.0 | | | | | | 22% | | |
Interest expense, net* | | | |
|
214.2
|
| | | | | 227.2 | | | | | | (13.0) | | | | | | (6)% | | |
Depreciation and amortization | | | |
|
669.8
|
| | | | | 610.8 | | | | | | 59.0 | | | | | | 10% | | |
Accrual for legal and regulatory matters related to 2017 cybersecurity incident1 | | | |
|
0.3
|
| | | | | 16.8 | | | | | | (16.5) | | | | | | (98)% | | |
Fair market value adjustment and gain on sale of equity investments2 | | | |
|
0
|
| | | | | (13.4) | | | | | | 13.4 | | | | | | nm | | |
Pension mark-to-market fair value adjustment3 | | | |
|
11.6
|
| | | | | 0.1 | | | | | | 11.5 | | | | | | nm | | |
Foreign currency impact of certain intercompany loans4 | | | |
|
0.4
|
| | | | | (1.0) | | | | | | 1.4 | | | | | | nm | | |
Acquisition-related costs other than acquisition amortization5 | | | |
|
68.4
|
| | | | | 103.2 | | | | | | (34.8) | | | | | | (34)% | | |
Realignment of resources and other costs6 | | | |
|
48.0
|
| | | | | 34.6 | | | | | | 13.4 | | | | | | 39% | | |
Argentina highly inflationary foreign currency adjustment7 | | | |
|
1.1
|
| | | | | 3.8 | | | | | | (2.7) | | | | | | (71)% | | |
Legal Settlement8 | | | |
|
15.0
|
| | | | | 0 | | | | | | 15.0 | | | | | | nm | | |
Adjusted EBITDA, excluding the items listed above | | | |
$
|
1,836.1
|
| | | | $ | 1,693.6 | | | | | $ | 142.5 | | | | | | 8% | | |
Adjusted EBITDA margin | | | |
|
32.3%
|
| | | | | 32.2% | | | | | | | | | | | | | | |
| 128 | | |
2025 Proxy Statement
|
|
|
![]() |
| |
129
|
|
| 130 | | |
2025 Proxy Statement
|
|
|
![]() |
| |
131
|
|
| 132 | | |
2025 Proxy Statement
|
|