UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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EQUIFAX INC.

(Name of Registrant as Specified In Its Charter)

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1550 Peachtree Street, N.W.

Atlanta, Georgia 30309

www.equifax.com

Dear Shareholders:

You are cordially invited to attend the 2015 Annual Meeting of Shareholders of Equifax Inc. As in prior years, we will meet to consider important matters affecting our Company. Whether or not you plan to attend the meeting, I encourage you to review the enclosed information and vote your shares. I am proud of what Equifax has accomplished and excited about the momentum we have created for the future. Our continued investments in game-changing analytics capabilities, combined with strengthened execution rigor in our enterprise growth initiatives and our reinvigorated new product development program, position us to accelerate growth and provide innovative solutions to our customers.

By most measures, 2014 was another year of extraordinary performance for Equifax. Solid execution across our business units drove strong earnings and revenue growth, which resulted in outstanding shareholder returns:

In February 2015, we announced an additional 16% increase in the quarterly dividend to $0.29 per share.

Across the Company there were many notable accomplishments. We strengthened our domain and vertical expertise, particularly in Auto and Mortgage. We continued to grow The Work Number^® employee records database and we deepened our penetration of Decision360^® solutions to customers. We integrated our Commercial and Consumer businesses in the U.S. and Canada and made excellent progress in growing our Emerging Markets businesses. We created heightened internal rigor and capabilities around compliance and security.

As always, we value your ongoing participation and support of Equifax, and we are committed to delivering world-class performance, outperforming our peers and creating sustainable long-term value for our shareholders.

Sincerely,

Richard F. Smith

Chairman and Chief Executive Officer

March 20, 2015

1550 Peachtree Street, N.W.

Atlanta, Georgia 30309

May 1, 2015

9:30 a.m. Eastern Daylight Time (doors open at 8:30 a.m.)

Equifax Worldwide Headquarters, 1550 Peachtree Street, N.W., Atlanta, Georgia 30309

AGENDA:

If you owned shares of Equifax Common Stock at the close of business on March 4, 2015, you are entitled to vote at the meeting either in person or by proxy. Proxies in the form furnished are being solicited by the Board of Directors of Equifax Inc. for this meeting.

YOUR VOTE IS VERY IMPORTANT. PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. Most shareholders have a choice of voting over the Internet, by telephone or by using a traditional proxy card. Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.

This year we will again seek to conserve natural resources and reduce costs by electronically disseminating annual meeting materials, as permitted by the Securities and Exchange Commission. Many shareholders will receive a Notice of Internet Availability of Proxy Materials with instructions for accessing these materials via the Internet. You can also receive, upon request, a copy of the proxy materials by mail if you prefer. All shareholders who have previously requested paper copies of our proxy materials will continue to receive a paper copy of the proxy materials by mail. Proxy materials or a Notice of Internet Availability were first sent to shareholders beginning on March 20, 2015.

For security reasons, please be prepared to show photo identification. If you need special assistance because of a disability, please contact our Office of Corporate Secretary, Equifax Inc., P.O. Box 4081, Atlanta, Georgia 30302, or telephone (404) 885-8000.

		By order of the Board of Directors,
		Dean C. Arvidson
	March 20, 2015	Senior Vice President and Corporate Secretary

	REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
		VIA THE INTERNET Visit the website listed on your proxy card			BY MAIL Sign, date and return your proxy card in the enclosed envelope
		BY TELEPHONE Call the telephone number on your proxy card			IN PERSON Attend the Annual Meeting and vote in person

Table of Contents

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PROXY SUMMARY

This summary highlights information contained elsewhere in our Proxy Statement. The summary does not contain all of the information that you should consider, and we encourage you to read the entire Proxy Statement carefully before voting.

 

2014 Performance Highlights

 

Equifax delivered another year of strong performance in 2014. We delivered excellent results for shareholders and took additional strategic steps to position the Company for long-term, sustainable growth.

 

Revenue: $2.4 Billion, a 6% increase from 2013

Earnings per share: $2.97, a 10% increase from 2013

Dividend payments to shareholders: $121 Million, reflecting a 14% increase in dividend per share approved in February 2014

Share repurchases: $302 Million

Total shareholder return: 18.5%, compared to 13.7% for the S&P 500 Index

 

Exceptional Long-Term Performance

 

Since he joined the Company in September 2005 as our Chairman and CEO, Richard F. Smith, has driven consistently exceptional financial performance and created significant shareholder value:

 

•	Market capitalization of $11.2 billion at the end of February 2015 grew 2.6 times from the $4.3 billion level at the end of September 2005;
•	6% compounded annual growth (CAGR) in operating revenue from continuing operations (7.5% for the last five years);
•	5.3% CAGR in diluted EPS from continuing operations (11.8% for the last five years); and
•	233% increase in total shareholder return, which represents significant outperformance relative to the S&P 500 Index and the Dow Jones U.S. General Financial Index, which achieved 95% and 27%, respectively, over this period.

 

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Our CEO’s compensation for 2014 was aligned with strong Company financial and operational performance and long-term shareholder value creation:

 

•	85% of his 2014 targeted direct compensation (salary, and annual and long-term incentive opportunities) was at-risk, variable and tied to the achievement of rigorous internal performance targets or our long-term stock performance.
•	Annual base salary was unchanged.
•	Annual incentive was earned at 154% of the target opportunity (a 10.7% increase over the 2013 payout), reflecting a 6% increase in Company revenue from continuing operations and 10% increase in diluted EPS from continuing operations, as well as key strategic and operational accomplishments.
•	Annual LTI grant value for awards made in February 2014 increased less than 1% compared to the 2013 annual award value.
•	Overall total compensation increased 2.5% in 2014 compared to 2013, excluding the annual change in estimated pension value.

 

Compensation Best Practices

What We Do			What We Don’t Do
	Strong emphasis on performance-based compensation.			No dividend equivalents paid on unearned performance share units or restricted share units.   No re-pricing of underwater stock options.   No single-trigger change-in-control cash severance benefits.   No tax gross-ups for perquisites or new change-in-control agreements.
	Appropriate mix of short-term and long-term incentives and performance metrics.
	Capped annual and long-term incentive awards.
	Meaningful share ownership requirements for senior officers.
	Strong executive compensation clawback policy.
	Anti-hedging and pledging stock policies for officers and directors.
	Independent Compensation Committee advised by independent compensation consultant.

 

Governance Highlights

Independent Board		•	9 of our 10 director nominees are independent.
Board Refreshment		•	Average non-management director tenure of 8.4 years is below the S&P 500 average of 8.6 years.
		•	The Governance Committee of the Board has established a succession plan with the assistance of an independent executive search consultant to help identify highly qualified director candidates to replace three outside directors who are scheduled to retire during 2017 upon reaching the mandatory retirement age of 72.
Independent Presiding		•	Our independent directors elect our Presiding Director.
Director		•	Our Presiding Director has broad powers including:
			–	advising the Chairman and CEO of decisions reached, and suggestions made, at the executive session of the non-management directors;
			–	calling meetings of the non-management directors;
			–	presiding at executive sessions of the Board and meetings at which the Chairman and CEO is not present;
			–	reviewing and approving agenda, schedule, and materials for Board meetings;
			–	facilitating communication between the non-employee directors and the Chairman and CEO including annual Board self-evaluations;
			–	meeting directly with management and non-management employees of the Company, and
			–	being available for consultation and direct communication with shareholders as appropriate.
Annual Board Leadership Evaluation and		•	The Board annually reviews the leadership structure to determine whether a combined Chairman and CEO role or separate roles are in the best interest of shareholders.
Succession Planning		•	The Board annually evaluates the CEO’s performance.
		•	The Board annually conducts a rigorous review and assessment of the succession planning process for the CEO and other top officers.
Majority Voting for Directors		•	In an uncontested election for directors, we have a majority vote standard. If a nominee does not receive a majority of the votes cast “for” the nominee, the nominee is required to offer his or her resignation and the independent members of the Board will determine and promptly publicly announce the action to be taken with respect to the resignation offer.
Annual Director Election		•	Each director is elected on an annual basis.
No “Over-boarding”		•	Currently, no director serves on more than two other public company boards.
Limits on Board Service		•	Directors are limited to service on five other public company boards.

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CORPORATE GOVERNANCE

Equifax Corporate Governance

Our Board of Directors and management team are committed to achieving and maintaining high standards of corporate governance, ethics and integrity. We conduct our business in a manner that is socially responsible, value-based, and in compliance with the law. We periodically review our governance policies and practices against evolving standards and make changes as appropriate. We also value the perspectives of our shareholders and other stakeholders, including our employees and the communities in which we operate, and take steps to implement their points of view where warranted.

In considering possible modifications of our corporate governance policies and practices, our Board and management focus on those changes that are appropriate for our Company and our industry. Our focus is on the best long-term interests of our Company, our shareholders and our stakeholders.

The following sections summarize our corporate governance policies and practices, including our Board leadership structure, our criteria for director selection and the responsibilities and activities of our Board and its committees. Our corporate governance documents, including the Board’s Mission Statement and Guidelines on Significant Corporate Governance Issues (the “Governance Guidelines”), our Board committee charters and codes of ethics and business conduct applicable to our directors, officers and employees, are available at www.equifax.com/about-equifax/corporate-governance, or in print upon request to the Office of Corporate Secretary, Equifax, P.O. Box 4081, Atlanta, Georgia 30302, telephone (404) 885-8000. These codes provide our policies and expectations on a number of topics, including our commitment to good citizenship, providing transparency in our public disclosures, avoiding conflicts of interest, honoring the confidentiality of sensitive information, preservation and use of Company assets, compliance with all laws, and operating with integrity in all that we do. There were no waivers from any provisions of our codes or amendments applicable to any Board member or executive officer in 2014.

Board Leadership Structure

The leadership structure of our Board of Directors includes:

The Presiding Director is elected annually by a majority of the independent directors and has the following responsibilities:

The Board believes that the Company has been well served by having Richard F. Smith serve as both Chairman and CEO. The current Board leadership structure, when combined with the composition of the Board, the strong leadership of our independent directors (nine of 10 members), Board committees and Presiding Director, and the highly effective corporate governance structures and processes in place, strikes an appropriate balance between consistent leadership and independent oversight of the Company’s business and affairs. Combining the Chairman and CEO roles fosters clear accountability, effective decision-making, alignment with corporate strategy, direct oversight of management, full engagement of the independent directors and continuity of leadership. As the officer ultimately responsible for the day-to-day operation of the Company and for execution of its strategy, the Board believes that the CEO is the director best qualified to act as Chairman of the Board and to lead Board discussions regarding the performance of the Company.

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Board Risk Oversight

Our Board oversees risk management at the Company. The Board exercises direct oversight of strategic risks to the Company and other risk areas not delegated to one of its committees. Our enterprise-wide risk management program is designed to support the achievement of our organizational and strategic objectives, to identify and manage risks, to improve long-term organizational performance and to enhance shareholder value.

On an annual basis, the Board performs an enterprise risk assessment with management to review the principal risks facing the Company 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 risk, and (ii) ethical, legal, security, regulatory and other compliance risks.

Each business unit and corporate support unit has primary responsibility for assessing and mitigating risks within their respective areas of responsibility. Our CEO and senior leadership team receive comprehensive periodic reports on the most significant risks from these units and from the head of our internal audit department.

In addition, each of our Board committees considers the risks within its areas of responsibility:

Succession Planning and Talent Development Process

Our Board is accountable for the development, implementation and continual review of a succession plan for the CEO and other executive officers. Board members have a thorough understanding of the characteristics necessary for a CEO to execute a long-term strategy that optimizes operating performance, profitability and shareholder value creation. As part of its responsibilities under its charter, the Compensation Committee oversees the succession planning process for the CEO and the senior leadership team. The process ensures that critical business capabilities are safeguarded, executive development is accelerated and strategic talent is leveraged to focus on current and new business imperatives. The ongoing succession process is designed to reduce vacancy, readiness and transition risks and develop strong leadership quality and executive bench strength. The specific criteria for the CEO position are aligned with our long-term growth strategy we refer to as our Growth Playbook, and succession and development plans are monitored for each of the CEO’s direct reports including high potential internal CEO succession candidates, all of whom have ongoing exposure to the Board and are reviewed annually with the Board by the CEO and the Chief Human Resources

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Officer. The review process is rigorous and has been enhanced recently to include an assessment, with the assistance of third-party consultants, of the readiness level of internal candidates to assume higher positions over the near term and longer term. The Compensation Committee and the Board also review the foregoing in executive session on a regular basis.

Governance Committee Processes for Director Nominations

Process for Identifying and Evaluating Director Nominees. Generally, the Governance Committee identifies candidates for the election to the Board through the business and other networks of the directors. The Committee also obtains recommendations for director nominees from independent third-party search firms and such other sources as it deems appropriate. The Committee Chair and Presiding Director are provided with copies of the resumes for potential candidates by the search firm and review them as appropriate with the Governance Committee, our CEO and the full Board.

Our Governance Committee determines the selection criteria and qualifications for director nominees. As set forth in our Governance Guidelines, a candidate must have demonstrated accomplishment in his or her chosen field, character and personal integrity, the capacity and desire to represent the balanced, best interests of the Company and the shareholders as a whole and not primarily a special interest group, and the ability to devote sufficient time to carry out the duties of an Equifax director. The Committee and the Board consider whether the candidate is independent under the standards described under “Director Independence” on page 11.

In addition, the Committee and the Board consider all information relevant in their judgment to the decision of whether to nominate a particular candidate, taking into account the then-current composition of the Board and an assessment of the Board’s collective requirements. These factors may include a candidate’s educational and professional experience; reputation; industry knowledge and business experience and relevance to the Company and the Board (including the candidate’s understanding of markets, technologies, financial matters and international operations); whether the candidate will complement or contribute to the mix of talents, skills and other characteristics that are needed to maintain Board effectiveness; and the candidate’s ability to fulfill his or her responsibilities as a director and as a member of one or more of our standing Board committees.

Although the Committee does not have a formal diversity policy for Board membership, it considers whether a director nominee contributes or will contribute to the Board in a way that can enhance the perspective and experience of the Board as a whole through diversity in gender, race, national origin, sexual orientation or identity and professional experience. When current Board members are considered for nomination for re-election, the Committee also takes into consideration their prior Board contributions, performance and meeting attendance records. The effectiveness of the Board’s skills, expertise and background, including its diversity, is also considered as part of the Board’s annual self-assessment.

Our current Board is diverse as measured by gender diversity, geographic diversity, age and experience, and different industry backgrounds which include banking, investment banking, venture capital, consumer products marketing, accounting and consulting, information and technology, telecommunications, security, legal and regulatory compliance, as described under “Proposal 1—Election of 10 Director Nominees” beginning on page 15.

Directors are limited to service on five public company boards, other than our Board, at the time a candidate is considered for election. Audit Committee members may not serve on the audit committee of more than three public companies absent a Board determination that such service will not impair the ability of such member to serve effectively on the Company’s Audit Committee.

Procedures for Shareholders to Recommend Director Nominees. The Governance Committee will consider for possible nomination qualified Board candidates that are submitted by our shareholders. Shareholders wishing to make such a submission may do so by sending the following information to the Governance Committee by November 19, 2015, c/o Corporate Secretary, P.O. Box 4081, Atlanta, Georgia 30302: (1) a nomination notice in accordance with the procedures set forth in Section 1.12 of the Bylaws; (2) a request that the Governance Committee consider the shareholder’s candidate for inclusion in the Board’s slate of nominees for the applicable meeting; and (3) along with the shareholder’s candidate, an undertaking to provide all other information the Committee or the Board may request in connection with their evaluation of the candidate. See “How do I submit a proposal for the Annual Meeting of Shareholders in 2016?” on page 67. A copy of our Bylaws is available on our website at www.equifax.com/about-equifax/corporate-governance or by writing to the Corporate Secretary.

Any shareholder’s nominee must satisfy the minimum qualifications for any director described above in the judgment of the Governance Committee and the Board. In evaluating shareholder nominees, the Committee and the Board may consider all relevant information, including the factors described above, and additionally may consider the size and duration of the nominating shareholder’s holdings in the Company; whether the nominee is independent of the nominating shareholder and able to represent the interests of the Company and its shareholders as a whole; and the interests and/or intentions of the nominating shareholder.

No candidate for director nomination was submitted to the Governance Committee by any shareholder in respect of the Annual Meeting.

Board Tenure and Refreshment

Our Board regularly adds directors to infuse new ideas and fresh perspectives in the boardroom. The Governance Committee is focused on how the experience and skill set of each individual director complements those of fellow directors to create a balanced Board with diverse viewpoints, skill sets and expertise.

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The following table shows the tenure of our non-management directors, which is well distributed to create a balanced Board. Three outside directors (Messrs. Copeland, Driver and Humann) are scheduled to reach the mandatory retirement age of 72 over the course of 2017. The Governance Committee is actively conducting a process, with the assistance of an executive search firm, to effect a smooth transition of the Board well in advance of these retirements, to fill the gaps in experience these vacancies may create, and to anticipate future needs for expertise in new and emerging markets, technology, security and regulatory compliance.

Director Independence

Our Governance Guidelines provide that a substantial majority of our Board should be independent. Nine of our ten current directors are independent, which is substantially above the NYSE requirement that a majority of directors be independent. Each director is an equal participant in decisions made by the full Board. All of our Board Committees are comprised of independent directors.

The Board has affirmatively determined that all directors, excluding Mr. Smith who is an officer of the Company, are independent under the applicable New York Stock Exchange (NYSE) and Securities and Exchange Commission (SEC) rules. In making these determinations, the Board considered the types and amounts of the commercial dealings between the Company and the companies and organizations with which the directors are affiliated. Each of these transactions was significantly below the thresholds set forth in the categories of immaterial relationships described in our Director Independence Standards which are attached as Appendix B to this Proxy Statement.

Related Person Transaction Policy

The Board has adopted a written policy for approval of transactions between the Company and its directors, director nominees, executive officers, greater than 5% beneficial owners and their respective immediate family members (each, a “Related Person”), where the amount of the transaction is expected to exceed $120,000 in a single calendar year. The policy provides that the Audit Committee reviews transactions subject to the policy and decides whether or not to approve or ratify those transactions. In doing so, the Audit Committee determines whether the transaction is in the best interests of the Company. In making that determination, the Audit Committee takes into account the following, among other factors it deems appropriate:

The Governance Committee also determines the impact or potential impact on a director’s independence in the event the related party is a director, an immediate family member of a director, or an entity in which a director is a partner, shareholder or executive officer.

Certain Relationships and Related Person Transactions of Directors, Executive Officers and 5 Percent Shareholders

During 2014, the Company was not a party to a transaction or series of transactions in which the amount involved did or may exceed $120,000 in which any Related Person had or will have a direct or indirect material interest, other than the compensation arrangements (including with respect to equity compensation) described in “Director Compensation” on page 60 and “Executive Compensation” beginning on page 24 of this Proxy Statement.

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Director Orientation and Continuing Education

Upon joining our Board, directors are provided with an orientation about our Company, including business operations, strategy, regulation and governance. Members of our senior management regularly present reports at Board meetings and review the operating plan and strategy of each of our business units and the Company as a whole as well as periodic training sessions regarding regulatory compliance and governance issues. The Board also conducts periodic visits to our key facilities. Board members also may attend outside director continuing education programs at Company expense to assist them in keeping pace with developments in corporate governance and critical issues relating to the operations of public company boards.

Board Meetings

The Board met a total of four times during 2014. Each director attended 75% or more of the aggregate number of meetings of the Board and the committees on which he or she served. The Board encourages its directors to attend the Annual Meeting of Shareholders. All the Company’s directors attended the Annual Meeting of Shareholders held on May 2, 2014.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board has five standing committees, all of which are comprised of independent directors as defined in the NYSE rules. The Board appoints committees to help carry out its duties and work on key issues in greater detail than is generally possible at Board meetings. Committees regularly review the results of their meetings with the Board.

MEMBERSHIP ON BOARD COMMITTEES

							Committee Memberships
Name & Occupation		Age		Director Since		Independent		Audit		Compensation, Human Resources & Management Succession		Executive		Governance		Technology
James E. Copeland, Jr. Retired CEO, Deloitte & Touche and Deloitte Touche Tohmatsu		70		2003				Chair
Robert D. Daleo Retired Vice Chairman Thomson Reuters		65		2006
Walter W. Driver, Jr. Chairman—Southeast Goldman, Sachs & Co.		69		2007
Mark L. Feidler Founding Partner, MSouth Equity Partners		58		2007
L. Phillip Humann Retired Chairman & CEO SunTrust Banks, Inc.		69		1992		Independent Presiding Director				Chair		Chair
Robert D. Marcus Chairman & CEO Time Warner Cable Inc.		49		2013
Siri S. Marshall Retired Senior Vice President, General Counsel & Secretary General Mills, Inc.		66		2006										Chair
John A. McKinley CEO, SaferAging, Inc. & Co-Founder, LaunchBox Digital		57		2008												Chair

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								Committee Memberships
Name & Occupation		Age		Director Since		Independent		Audit		Compensation, Human Resources & Management Succession		Executive		Governance		Technology
Richard F. Smith Chairman & CEO Equifax Inc.		55		2005
Mark B. Templeton President & CEO Citrix Systems, Inc.		62		2008
Meetings held in 2014								5		6		0		4		4

Each Committee operates pursuant to a written charter which is available on the Company’s website at www.equifax.com/about-equifax/corporate-governance. The following summarizes the oversight responsibilities of each Committee:

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AUDIT COMMITTEE REPORT

Management of the Company is responsible for the preparation and presentation of the Company’s financial statements, the effectiveness of internal control over financial reporting, and procedures that are reasonably designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm, Ernst & Young LLP, is responsible for performing an independent audit of the consolidated financial statements and of the Company’s internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”). The Audit Committee’s responsibility is to monitor and oversee these processes on behalf of the Board of Directors. In fulfilling our oversight responsibilities, we have reviewed and discussed with management and Ernst & Young the audited financial statements for the fiscal year ended December 31, 2014. We reviewed and discussed with management and Ernst & Young the quarterly financial statements for each quarter in such fiscal year, management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014, Ernst & Young’s evaluation of the Company’s internal control over financial reporting as of that date, and audit plans and results. We have also discussed with Ernst & Young the matters required to be discussed with the independent auditor by Auditing Standard No. 16, “Communications with Audit Committees,” as adopted by the PCAOB.

We have received and reviewed the written disclosures and the letter from the independent registered public accounting firm required by PCAOB Rule 3526, “Communications with Audit Committees Concerning Independence.” We have also considered whether the provision of specific non-audit services by the independent auditor is compatible with maintaining its independence and believe that the services provided by Ernst & Young for fiscal year 2014 were compatible with, and did not impair, its independence.

In reliance on the reviews and discussions referred to above, we have recommended to the Board of Directors that the financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

EXECUTIVE OFFICERS

The executive officers of the Company and their ages and titles are set forth below. Business experience for the past five years and other information is provided in accordance with SEC rules.

EQUIFAX INC. - 2015 Proxy Statement    14

PROPOSALS TO BE VOTED ON

All members of our Board are elected to serve until the next annual meeting of shareholders and until their successors have been elected and qualified. The ten nominees for election listed below each have consented to being named in this Proxy Statement and to serve if elected. All director nominees attended 75% or more of the aggregate of the meetings of the Board and of the committees of the Board on which such directors served. All of the Company’s directors then serving attended the 2014 annual meeting of shareholders.

Our directors have a variety of backgrounds, which reflects the Board’s continuing objective to achieve a diversity of perspective, experience, knowledge, ethnicity and gender. As more fully discussed under “Governance Committee Processes for Director Nominations” on page 10, director nominees are considered on the basis of a range of criteria, including their business knowledge and background, reputation and global business perspective. They must also have demonstrated experience and ability that is relevant to the Board’s oversight role with respect to Company business and affairs. Each director’s biography includes the particular experience and qualifications that led the Board to conclude that the director should serve on the Board. Presented below is biographical information for each of the nominees. Each nominee was elected at the 2014 Annual Meeting.

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH NOMINEE LISTED BELOW.

Nominees for Directors

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The Audit Committee has selected Ernst & Young LLP (“Ernst & Young”) as the Company’s independent registered public accounting firm for fiscal year 2015, and the Board is asking shareholders to ratify that selection. Although current laws, rules, and regulations, as well as the charter of the Audit Committee, require the Audit Committee to engage, retain, and supervise the Company’s independent registered public accounting firm, the Board considers the selection of the independent registered public accounting firm to be an important matter of shareholder concern and is submitting the selection of Ernst & Young for ratification by shareholders as a matter of good corporate practice. If the shareholders do not ratify the selection of Ernst & Young, the Audit Committee will review the Company’s relationship with Ernst & Young and take such action as it deems appropriate, which may include continuing to retain Ernst & Young as the Company’s independent registered public accounting firm.

Ernst & Young has served as our independent registered public accounting firm since 2002. A representative of Ernst & Young will be available during the meeting to make a statement if such representative desires to do so and to respond to appropriate questions.

Independent Registered Public Accounting Firm Fees

The following table sets forth the fees of Ernst & Young for services rendered to the Company for the fiscal years ended December 31, 2014 and 2013:

AUDIT AND NON-AUDIT FEES

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services Performed by the Independent Registered Public Accounting Firm

The Company maintains an auditor independence policy that mandates that the Audit Committee approve the audit and non-audit services in advance. The Audit Committee has authorized its Chair to pre-approve certain permissible audit and non-audit services that arise between Audit Committee meetings, provided the Audit Committee is informed of the decision to pre-approve the services at its next scheduled meeting. In its pre-approval of non-audit services and fees, the Audit Committee considers, among other factors, the possible effect of the performance of such services on the auditor’s independence. The Audit Committee has determined that performance of services other than audit services is compatible with maintaining the independence of the Company’s independent registered public accounting firm. See “Audit Committee Report” on page 14.

To avoid potential conflicts of interest in maintaining auditor independence, the law prohibits a publicly traded company from obtaining certain non-audit services from its independent registered public accounting firm. In 2014 and 2013, we did not obtain any of these prohibited services from Ernst & Young. The Company uses other accounting firms for these types of non-audit services.

THE BOARD RECOMMENDS A VOTE “FOR” PROPOSAL 2.

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Summary

As we do each year, and as required by Section 14A of the Securities Exchange Act, we are seeking advisory shareholder approval of the compensation of our named executive officers (“NEOs”) as disclosed in the section of this Proxy Statement titled “Executive Compensation” beginning on page 24. Shareholders are being asked to vote on the following advisory resolution:

“RESOLVED, that the shareholders advise that they approve the compensation of Equifax’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure shall include the Compensation Discussion and Analysis, the compensation tables, and any related material).”

Our 2014 executive compensation program aligned closely with our financial performance:

2014 Say-on-Pay Vote and Actions Taken

Shareholder feedback regarding executive compensation reflected the diversity of our shareholder base. The overwhelming majority of feedback received was that no significant change to the design of our program was necessary and that we should continue our effective linkage of pay to performance. Our Compensation Committee considered shareholder feedback in its review of our compensation program and determined to increase the percentage of our CEO’s 2014 long-term incentive (LTI) opportunity awarded in the form of performance share units (PSUs), to 60% in 2014 and 66⅔% in 2015, from 57% in 2013. In addition to shareholder input, the Committee considered compensation plan and benchmarking advice from its independent compensation consultant and concluded that (as enhanced by the changes described under “2015 Compensation Design Changes” beginning on page 5), our 2014 and ongoing executive compensation program continues to be appropriately designed with challenging performance metrics and incentives and an appropriate mix of fixed and at-risk variable pay. For further information, see “Say-on-Pay Voting Results in 2014” and “Shareholder Outreach and Engagement” on page 28.

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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 our shareholders’ interests and support long-term value creation.

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 compensation program.

Unless the Board modifies its policy on the frequency of future “say-on-pay” advisory votes, the next “say-on-pay” vote will be held at the 2016 annual meeting of shareholders. The next advisory vote on the frequency of “say-on-pay” proposals is scheduled to occur at the 2017 annual meeting of shareholders.

THE BOARD RECOMMENDS A VOTE “FOR” ADVISORY APPROVAL OF THE RESOLUTION SET FORTH ABOVE.

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EXECUTIVE COMPENSATION

Compensation Committee Report

The Compensation, Human Resources and Management Succession Committee (the “Compensation Committee”) has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based upon this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Submitted on February 25, 2015 by the Compensation, Human Resources and Management Succession Committee:

*    *    *

Dear Equifax Shareholder:

 

Our Company’s executive compensation programs are designed to be competitive with market practices, to attract, motivate and retain the best talent and to strongly link pay to performance. The Compensation, Human Resources and Management Succession Committee is comprised solely of independent directors who are responsible for providing the appropriate level of oversight that ensures executive pay is aligned with your interests as an Equifax shareholder.

 

When making executive pay decisions, we consider your feedback. We gather insight into shareholder views through the annual Say-on-Pay vote and through direct, substantive conversations with shareholders. In 2014, support for the Say-on-Pay proposal declined, although we had made no material changes in the design or philosophy of the compensation program and total compensation levels had declined on a year over year basis.

 

In order to better understand that decline in support, we asked management to conduct a series of shareholder outreach meetings focusing on compensation and governance. Management spoke with shareholders representing approximately 66% of our outstanding shares.

 

Those discussions revealed broad-based support for our current compensation practices. In this year’s Compensation Discussion and Analysis section, which follows this letter, we have endeavored to clarify and better explain the many compensation program design changes we implemented prior to 2014, including a continued shift to awarding a greater percentage of performance-based stock units and a lesser percentage in time-based restricted stock units. We will continue to actively engage with our shareholders in 2015.

 

Equifax appreciates your continued support and is pleased to share the results of another strong year of financial, strategic and operational performance.

 

 

L. Phillip Humann, Chair

 

Robert D. Daleo	Walter W. Driver, Jr.	Siri S. Marshall	Mark B. Templeton

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Executive Summary

 

Our Business

 

The Company is a leading global provider of information solutions for businesses, government and consumers. We have a large and diversified group of clients, including financial institutions, corporations, governments and individuals. Our products and services are based on comprehensive databases of consumer and business information. We use advanced statistical techniques and proprietary software tools to analyze all available data, creating customized insights, decision-making solutions and processing services for our clients. We help consumers understand, manage and protect their personal information and make more informed financial decisions. Additionally, we are a leading provider of payroll-related and human resources management business process outsourcing services in the United States.

 

Compensation Philosophy

 

The Compensation Committee has adopted an executive compensation program that aligns our executives’ interests with those of our shareholders and promotes the creation of shareholder value without encouraging excessive risk-taking. The Committee ties a majority of our executives’ compensation to key performance measures that contribute to or reflect shareholder value. In addition to base salary, our NEOs compensation package includes an annual cash incentive opportunity based on the Company’s attainment of objective, pre-established performance metrics, and long-term equity awards consisting of performance share units (PSUs) whose value is tied to relative total shareholder return performance, and time-based restricted stock units (RSUs). Our executive compensation programs play a significant role in our ability to attract and retain the experienced, successful executive team that drives our financial results over time.

 

2014 Target Pay Mix

 

As illustrated in the chart below, the Company emphasizes long-term equity awards and annual performance-based cash incentives so that a substantial portion of each executive’s total compensation opportunity is linked directly to the Company’s stock price or otherwise driven by performance (85% of total direct compensation for our CEO and an average of 78% for the other continuing NEOs):

 

 

*	Percentages calculated using actual base salary, target annual incentive and the grant date value of annual long-term incentive awards.

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Our Incentive Programs Tie to Our 2014 Financial Performance

 

The Company delivered excellent financial and operating results in 2014. The financial metrics applicable to the executive compensation program were as follows:

Annual Incentive Opportunity (AIP)		•	AIP is based on the Company’s attainment of objective, pre-established financial and individual performance goals.
		•	Adjusted operating revenue (15% of AIP) was used to measure business growth, and Adjusted EPS (65% of
			AIP) was used to measure the profitability of such growth.
Key Financial Performance		•	Adjusted operating revenue from continuing operations increased 7.7% to $2.43 billion.*
Metrics:		•	Adjusted EPS from continuing operations rose 7.8%, to $3.89.*
Long-Term Incentive		•	LTI is comprised of PSUs and RSUs.
Opportunity (LTI)		•	For PSUs, 3-year cumulative total shareholder return (TSR) relative to companies included in the S&P 500 stock index (of which we are a member) provides a broad index for comparison and alignment with shareholder investment choices.
Key Performance Metric:		•	3-year cumulative TSR (the key metric used in calculating awards of PSUs) was 25% above that of the S&P 500 index:

*	See the reconciliation of such non-GAAP financial measures to the corresponding GAAP financial measures provided in Appendix A to this Proxy Statement.

 

2014 Compensation Design Changes

 

In February 2014, the Board made two significant changes to the structure of the annual long-term incentive plan opportunities for our CEO:

 

•	The CEO’s PSU component was increased to 60% from 57% and the time-based RSU component was reduced to 40% from 43%. As described in greater detail below, the weighting of PSUs was further increased in the 2015 compensation program.
•	The payout of PSU awards was capped at target in the event our total shareholder return performance is negative over the applicable three-year performance period, even if the Company’s TSR, on a comparative basis, exceeds the median of the companies included in the S&P 500 index which is used as the benchmark for the PSUs.

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Base Salary		•	Unchanged for 2014. All increases indicated by benchmarking data were applied to the performance-based component of Mr. Smith’s annual LTI opportunities.
AIP Opportunity		•	Mr. Smith’s target annual incentive opportunity for 2014 was 105% of salary, unchanged from 2013 after a review of CEO market rate benchmarking.
		•	Goals weighted at 65% Adjusted EPS, 15% adjusted operating revenue and 20% individual performance, unchanged from 2013.
		•	Based on performance results relative to pre-established annual targets and individual performance objectives, Mr. Smith was awarded 154% of his target under the annual incentive plan, a 10.7% increase or $2,345,184 compared to $2,118,635 in 2013.
2014 LTI Opportunity		•	2014 LTI award was $6,159,236, a less than 1% increase from $6,142,197 in 2013.
Annual Change in Pension Value		•	Annual pension value increased in 2014 from $699,000 to $3,815,200 due to a large decline in the discount rate applied to calculate the present value of future pension payments, from 5.25% to 4.35%, reflective of lower market interest rates and updated actuarial mortality tables. There were no pension plan design changes.

 

Compensation Best Practices

What We Do			What We Don’t Do
	Strong emphasis on performance-based compensation.			No dividend equivalents paid on unearned performance or restricted share units.
	Meaningful share ownership requirements for senior officers.
	Strong executive compensation clawback policy.			No re-pricing of underwater stock options.
	Anti-hedging and pledging stock policies for officers and directors.			No single-trigger change-in-control cash severance benefits.
				No tax gross-ups for perquisites or new change-in-control agreements.
	Capped annual and long-term incentive awards.
	Independent Compensation Committee advised by independent compensation consultant.

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How We Determine the Total Amount of Compensation

Role of the Compensation Committee, Management and Compensation Consultants in Determining Executive Compensation

For information on how the Compensation Committee works with management and independent compensation consultants in making executive pay decisions, see “Role of the Compensation Committee and Management in Determining Executive Compensation” and “Compensation Consultant Services and Independence” on page 44.

Compensation Elements, Background and Key Features

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Benchmarking Process

We consider market pay practices when setting executive compensation. The Compensation Committee uses benchmarking to guide decision-making with respect to setting competitive executive pay levels. For 2014, the benchmarking process was different for Messrs. Smith and Gamble compared to the other NEOs, for the reasons explained below.

Chief Executive Officer Benchmarking

Pay increases for Mr. Smith have been data-derived and moderate despite the Company’s significant growth. Market annualized increases over his tenure were 2.9% for base salary, 0.6% for target annual bonus percentage, and 6% for long-term equity incentives, resulting in a 4.9% average annual increase in total compensation opportunities for Mr. Smith compared to the Company’s annualized average TSR over that period of 9.6%. In addition, Mr. Smith’s actual compensation payouts have varied considerably from year to year depending on Company performance.

During Mr. Smith’s tenure, the Compensation Committee has also made his pay opportunities increasingly longer-term and performance-based:

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The table below shows the correlation between CEO total direct compensation (as reported in the Summary Compensation Table, excluding “change in pension value and nonqualified deferred compensation earnings” and the effect of estimated forfeitures) and the indexed cumulative TSR of our stock over the period 2009-2014:

Other NEO Benchmarking

Mr. Gamble’s compensation was determined through negotiation and benchmarking as described under “2014 New CFO Compensation” on page 34. For our NEOs, other than Messrs. Smith and Gamble, in 2014 we conducted a detailed market review of executive pay to evaluate each element of pay competitiveness, reviewed pay practices and compared performance against market data as described below. This analysis was discussed and reviewed by the Compensation Committee with its compensation consultant. Two primary types of market data were used to compile this analysis:

PEER GROUP

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The Compensation Committee selected this peer group, after consultation with its compensation consultant, primarily based upon criteria such as companies against which we compete directly or indirectly for capital, executive talent and, in some cases, business. Because there were no publicly-held, stand-alone direct U.S. competitors across all of our businesses, we focused on similarly complex companies that compete with us in a significant aspect of our business, have similar customers, or are in the business of data and analytics-based business solutions delivered through technology. Industries represented by these companies included information and delivery systems, publishing, specialized finance, information technology consulting services, data processing, outsourced services and application software. The group was unchanged for 2014 except that Lender Processing Services, Inc. was removed following its acquisition by Fidelity National Financial, Inc.

The peer group companies are on average larger than us based on market capitalization and total revenue, because we aim to provide sufficient competitive pay to attract and retain experienced and successful executives and to attract executives from companies larger than us with a good track record of creating scalable processes necessary to drive significant growth. This philosophy positions us for business expansion without undue cost to the Company. Market capitalization, revenue and net income data for this peer group are as follows:

Use of “Tally Sheets” and Wealth Accumulation Analysis

In 2014, the Compensation Committee’s independent compensation consultant, Meridian Compensation Partners, LLC, prepared for their review “tally sheets” relating to compensation of the NEOs. The tally sheets quantified the total compensation package, the impact of stock price change on the value of existing long-term incentives, the wealth created from prior equity grants, and amounts payable upon hypothetical employment change events. The summaries allowed the Committee to assess the cumulative impact of its past compensation decisions. As a result of viewing the tally sheets, the Committee did not deem any changes to be necessary to the structure of the total compensation package or specific NEO compensation.

Other Factors Considered in Setting Pay Opportunities for NEOs other than the CEO

The CEO and the Compensation Committee consider a number of factors in addition to the market data in determining individual pay amounts (base salaries, payout of the individual portion of short-term incentive, and yearly equity grants). Such factors include an individual’s general level of performance, demonstrated success in meeting or exceeding business objectives and creating shareholder value, job market conditions, importance to our business, succession planning considerations, salary budget guidelines, and the individual’s pay in the context of others at the Company. The application of discretion based on such factors may result in pay opportunities that are different from market as determined above. The Committee has not adopted a policy with regard to the relationship of compensation among the CEO and the other NEOs or other employees and exercises its discretion in determining actual and relative compensation levels. Overall compensation opportunities reflect our executives’ positions, responsibilities and tenure and are generally similar for executives who have comparable levels of responsibility (although actual payouts may differ depending on relative performance).

Analysis of 2014 Compensation Decisions

CEO Compensation

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2014 Other NEO Compensation

2014 New CFO Compensation

Mr. Gamble was hired by the Company in May 2014 as its new Chief Financial Officer following the retirement of Lee Adrean from that position. In this role, Mr. Gamble is responsible for leading the Company’s worldwide finance organization, including controller, treasury, tax planning, accounting and reporting, internal audit, and investor relations functions. The Board considered a number of highly qualified internal succession candidates for this role, but determined that the Company’s growth plans and strategy required a longer track record of global financial leadership experience in all of the leadership roles required of this position at the Company including international, information technology, diverse business lines and highly regulated markets.

In determining Mr. Gamble’s initial compensation package, the Board was mindful of the intense compensation for talented financial executives with broad management experience in international, information technology and highly regulated markets. Mr. Gamble’s compensation was determined through negotiation and benchmarking of compensation for experienced CFOs.

Other NEO Compensation

2014 Retired CFO Compensation

2014 Annual Cash Incentive Goals

Annual cash incentive awards are designed to reward the achievement of near-term business goals. In addition to financial metrics, annual incentive awards are based on an assessment of individual leadership qualities and contributions toward the achievement of business and strategic goals. When setting the range of performance goals for Adjusted EPS and Adjusted Operating Revenue at the outset of the fiscal year, the Compensation Committee considers our financial results from the prior year and our annual operating budget for the coming year, as approved by the Board. The budget reflects desired growth rates, strategic initiatives, the economic environment, and other business fundamentals. The Committee also considers the history of attainment of goals in prior years and the views of our shareholders regarding appropriate metrics for incentive goals and the rigor of these goals. The Committee concluded that design of the annual incentive opportunity should not be changed for 2014 as it represents the right balance and mix of objectives to effectively measure short-term performance.

The 2014 corporate financial performance objectives for the NEOs with Company-wide responsibilities (Messrs. Smith, Gamble, Kelley, Adrean and Ms. Rushing) were based on the Company’s Adjusted Operating Revenue (used to measure top line business growth) and Adjusted EPS (used to measure the profitability of that growth). The financial objectives for Mr. Adams, as a business unit leader, were focused primarily on his business unit revenue and operating income performance (used to measure unit growth and profitability), as well as Company Adjusted EPS (to emphasize profitability of the Company as a whole).

Establishment of Corporate-Level Financial Goals

The Compensation Committee established corporate financial goals required to earn a cash incentive award for 2014 in a manner that is designed to, within reasonable limits, encourage achievement that exceeds target goals and penalize underachievement, while recognizing the need to encourage performance throughout the year, even in difficult conditions. In setting our short- and long-term performance targets, we begin with our annual and long-term business plans and consider other factors including: our past variance to targeted performance; economic and industry conditions; and industry sector performance. We set challenging, but realizable, goals, including those that are realizable only as a result of exceptional performance, for the Company and our executives in order to drive the achievement of our short- and long-term objectives.

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Pursuant to the terms of the annual incentive plan, awards are subject to the Committee’s authority to reduce awards through the exercise of its negative discretion; an individual award limit of $5 million; and a formula or “cap” designed so that such awards may be deductible by the Company under Section 162(m) of the Internal Revenue Code, as described under “Consideration of Certain Tax Effects” on page 41.

Establishment of Business Unit-Level Financial Goals

The 2014 corporate and business unit objectives for Mr. Adams, a business unit leader, were established as follows:

Establishment of Individual Performance Objectives

Individual personal objectives are specific to each executive officer position and may relate to:

Personal objectives for the NEOs and other Company senior management are set at the start of each fiscal year and approved by the CEO. At the end of the fiscal year, the CEO uses his judgment to evaluate the performance of the other NEOs against their personal objectives, taking into account performance for the just-completed fiscal year versus predefined commitments for the fiscal year; unforeseen financial, operational and strategic issues of the Company; and any other information deemed relevant by the CEO. The Compensation Committee reviews and approves this performance evaluation and evaluates the performance of the CEO in a similar manner, with input from the full Board.

For the 2014 fiscal year, individual performance rating categories and award opportunities for the NEOs were needs improvement (no individual performance award), achieves expectations (award at 100% of Target), exceeds expectations (award at 150% of Target) and distinguished (award at 200% of Target).

The 2014 individual performance ratings are described below for each NEO, all of whom had objectives related to people, including talent management and succession planning; improving operational efficiencies through LEAN and Workout programs to reduce costs; disaster recovery planning; customer satisfaction; regulatory compliance; and enterprise risk management. Each NEO also had Company-wide or business unit objectives related to long-term strategic objectives.

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2014 Annual Cash Incentive Awards

In February 2015, the Committee reviewed executives’ performance against the pre-established 2014 performance goals as approved by the Committee. Awards could range from 0% of the executive’s award goal (for performance below the threshold level) to 200% of the individual’s award target (for performance at the maximum level). The target incentives, maximum performance factors and weightings, along with 2014 awards for the NEOs, are set forth in the table below. A description of how 2014 incentive awards were achieved follows the table.

Determination of Each NEO’s Performance and Annual Cash Incentive

Richard F. Smith, Chairman and CEO

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Mr. Smith achieved a rating of “Distinguished” on his individual objectives for 2014.

John Gamble, Corporate Vice President and Chief Financial Officer

Mr. Gamble achieved a rating of “Achieves Expectations” on his individual objectives for 2014. As the incoming CFO, these objectives included:

John J. Kelley III, Corporate Vice President and Chief Legal Officer

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Mr. Kelley achieved a rating of “Exceeds Expectations” on his performance as Chief Legal Officer. His 2014 objectives included:

Coretha M. Rushing, Corporate Vice President and Chief Human Resources Officer

Ms. Rushing achieved a rating of “Exceeds Expectations” on her individual objectives as Chief Human Resources Officer. Her 2014 objectives included:

J. Dann Adams, President, Workforce Solutions

Workforce Solutions Business Unit

Mr. Adams’ 2014 financial and individual objectives are described in the following table.

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Mr. Adams achieved a rating of “Distinguished” on his individual objectives as President, Workforce Solutions. His objectives included:

Lee Adrean, Former Corporate Vice President and Chief Financial Officer

Mr. Adrean achieved a rating of “Achieves Expectations” on his individual objectives for 2014. As CFO until he retired in May 2014, these objectives were similar to those described on page 37 for Mr. Gamble, except that the corporate budget development objective related to fiscal 2014 instead of 2015.

Long-Term Equity Incentive Compensation

Summary. The NEOs receive annual equity awards that are comprised of a mix of RSUs and PSUs.

The Committee considers individual performance relative to the prior year and the prior year’s awards in granting RSUs and PSUs. The value of equity grants increases with the level of position, and for the CEO and other NEOs is the largest element of the total compensation package. In determining the value of PSU and RSU awards to executive officers, the Committee (in the case of the CEO’s grant) and the CEO (in the case of recommendations for grants to other NEOs), consider numerous factors, including the benchmarking data described above, individual performance, and the Company’s annual budget for equity awards and intended share run rate (a measure of actual equity-grant activity in relation to the total number of shares outstanding at the Company). Our total equity run rate for 2014 declined to 0.7% from 0.8% in 2013.

PSUs will be earned, if at all, based on the Company’s total shareholder return (TSR) performance relative to the companies in the S&P 500 index (as constituted on the initial grant date, subject to certain adjustments) over a three-year performance period. This metric aligns with shareholder interests as higher TSR results in higher potential returns for shareholders as well as ensuring a correlation between performance and payouts. PSUs do not accrue dividend equivalent units. The average payout results through each of the final four quarters of the performance period will determine the final result. Payouts for the PSUs awarded on February 21, 2014 will be as follows in February 2017, with straight-line interpolation between the threshold and maximum level:

PSU PERFORMANCE/PAYOUT SCALE

RSUs represent a promise to issue unrestricted shares of our common stock once applicable service vesting and performance requirements are satisfied. The RSUs issued to NEOs vest on the third anniversary of the grant date. The RSUs do not accrue dividend equivalent units. The value of RSUs varies directly with the market price of our common stock, but since some value is likely to be earned, they are used primarily for retention purposes.

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For Section 162(m) purposes so that such compensation may be tax-deductible by the Company, the Compensation Committee made the vesting of all PSUs and RSUs awarded in 2014 subject to certain maximum payout limitations based on the Company’s operating income levels on a cumulative annual basis over the applicable three-year vesting period, as described under “Consideration of Certain Tax Effects” on page 41.

Determination of 2014 Long-Term Incentive Grant Values. The Compensation Committee determined long-term incentive grant values by establishing a dollar value within the appropriate range for each NEO other than the CEO and then converting this dollar value to a number of PSUs and RSUs based on a stock price of $68.89 at February 21, 2014, using pre-arranged proportions for each. The CEO’s mix was not pre-determined and the final mix of 60% PSUs/40% RSUs resulted from applying the full indicated pay increase to PSUs. The mix was 50% PSUs and 50% RSUs for the other NEOs. By using this approach, the number of RSUs varies from year to year based on the stock price, even if the award value at grant stays consistent from year to year. The approximate 50/50 split of target grant value between PSUs and RSUs in 2014 for executives other than the CEO balanced the relative certainty and retention value offered by RSUs with the higher risk and performance leverage of PSUs.

2014 Long-Term Incentive Awards. The Committee approved equity awards to the NEOs on February 21, 2014, other than Mr. Gamble whose equity awards were made on May 21, 2014. The following table details the target grant value used by the Compensation Committee to determine the number of PSUs and RSUs. Actual grant date values, computed in accordance with applicable accounting standards, are disclosed in the “2014 Grants of Plan-Based Awards” table on page 47. The actual value of equity awards that may be realized by the NEOs will depend on their continued service and our future stock price performance.

FEBRUARY 2014 TARGET GRANT VALUE FOR EQUITY AWARDS

2012-2014 PSU Awards

In February 2015, the Compensation Committee approved the vesting and payment of the FY2012-FY2014 PSUs at 163.65% of their target award level. The Committee’s determination was based on the Company’s achievement of total shareholder return relative to companies in the S&P 500 index (as constituted on the initial grant date, subject to certain adjustments) over the three-year performance period ended December 31, 2014. The average payout results through each of the final four quarters of the performance period determined the final result, as shown in the “Outstanding Equity Awards at 2014 Fiscal Year-End” table on page 49. The FY2012-FY2014 PSU awards were granted to our NEOs (other than Messrs. Gamble and Kelley, who were not then executive officers of the Company) in February 2012.

Equity Award Grant Practices

We have a written policy on equity grants designed to formalize our equity grant practices and ensure that equity awards will be made on specified dates. The Compensation Committee reviews and approves annual equity-based awards to senior executives who are reporting officers under Section 16 of the Exchange Act in the first calendar quarter of each year (around the time of their annual performance reviews). In accordance with our policy and shareholder-approved 2008 Omnibus Incentive Plan, the Committee has delegated specific authority to the CEO to approve grants to non-executive officers and other eligible employees, typically in the third calendar quarter of each year following their annual talent review cycle. We may make equity awards at other times during the year for new hires or other reasons, such as a job promotion or as a result of an acquisition.

The exercise price of any stock option award is the closing price of our common stock on the date of grant, as reported by the NYSE. If a stock option grant date for a Section 16 reporting officer would fall outside an open stock trading window period, such grants are made and priced effective as of the market close on the first business day of the next quarterly trading window period. We do not backdate or grant options or restricted stock retroactively. We generally schedule Board and Committee meetings at least a year in advance and, as noted above, make annual equity awards to our NEOs at around the same time every year. We do not time our equity awards to take advantage of the release of earnings or other major announcements by us or market conditions.

Retirement and Other Benefits

Our NEOs receive retirement and other benefits that are intended to be part of a competitive package necessary to attract and retain executive talent. Consistent with this objective, the longer an employee remains with the Company, the larger the benefit that is earned under the SERP described below. Service credit was frozen as of December 31, 2008, and pay was frozen as of December 31, 2012, under the U.S. Retirement Income Plan, or USRIP, for non-retirement eligible employees including Messrs. Smith, Adrean, Adams and Ms. Rushing. Messrs. Gamble and Kelley were hired after the date on which the USRIP was closed to new hires and thus have no benefit under the USRIP (see “Defined Benefit Pension Plan” on page 48 and “Retirement Plan” on page 51). We provide our NEOs with benefits available to other eligible U.S. salaried employees. These benefits include medical, dental, life and disability insurance. In addition, we maintain a qualified retirement savings plan (the “401(k) Plan”) that includes a discretionary Company match of the employee’s pre-tax and after-tax contributions.

Mr. Adams receives a monthly relocation living allowance of $11,903, in addition to his base salary, in connection with his relocation from Atlanta to St. Louis in 2010 to serve as President, Workforce

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Solutions business unit. Mr. Gamble received relocation benefits in 2014 upon his move to Atlanta to become the Company’s new CFO. The payment of these relocation expenses mitigates personal loss and distraction when we ask our executives to move with their families to a new location for the purpose of leading and promoting the continued success of the Company and/or our business units. These benefits appear in the “All Other Compensation” column in the Summary Compensation Table on page 45.

For NEOs and other eligible participants, we also maintain a nonqualified supplemental retirement plan, or SERP, for competitive reasons to provide enhanced retirement benefits above what is allowed under the Code through qualified retirement plans, as well as to attract and retain key leadership and to enable orderly and timely succession. The SERP provides a maximum annual lifetime retirement benefit of 50% of base salary and bonus, based on years of credited service and reduced by benefits from the defined benefit pension plan. A more complete description of the USRIP in effect as of December 31, 2014 and the SERP is provided under “Additional Discussion of Material Items in Summary Compensation and Grants of Plan-Based Awards Tables” on page 48 and “Pension Benefits at 2014 Fiscal Year-End” on page 51.

The NEOs and certain other executives are eligible to participate in Company tax-deferred compensation plans. These plans allow the participants to defer cash compensation and gains otherwise recognized upon the vesting of RSUs. The purpose of these plans is to give eligible employees the opportunity to defer compensation on a pre-tax basis in addition to what is allowed under our 401(k) Plan, in order to enhance their retirement savings without additional Company contributions. The deferral plans are offered to eligible employees as part of a competitive compensation program, and are described in more detail after the “Non-qualified Deferred Compensation” table on page 52. Amounts deferred under the plan are allocated to the plan investment options chosen by the executive and are adjusted daily for any gains or losses.

Perquisites

Perquisites do not reward any particular performance, but meet certain business objectives, which is why we choose to provide them. Perquisites for our executives have the following objectives:

The NEOs are eligible to receive financial planning and tax services in an annual amount of up to $50,000 for the CEO, and $10,000 for other NEOs ($12,500 in their first year for newly hired executives); comprehensive medical examinations (up to $2,200 annually for diagnostic health care services not otherwise covered by our medical plan); executive life insurance coverage of $10 million for the CEO; personal excess liability insurance ($10 million for the CEO and $5 million for the other NEOs); two club memberships for the CEO used primarily for business purposes; and home security system monitoring expenses for the CEO. The attributed costs of perquisites are included in the “All Other Compensation” column of the Summary Compensation Table on page 45 and Note 9 thereto. Since 2011, we no longer provide tax reimbursement on the value of the applicable perquisite.

Employment Contract and Change in Control Severance Agreements

We entered into an employment contract with Mr. Smith upon his hiring in 2005 but such agreements are not used with respect to the other executive officers, who are employed on an “at will” basis. The material provisions of Mr. Smith’s agreement are discussed following the “2014 Grants of Plan-Based Awards” table on page 47 and the “Potential Payments upon Termination or Change in Control” tables beginning on page 52.

We have entered into change in control agreements with our other NEOs, which are more fully described under “Potential Payments upon Termination or Change in Control.” The objective of having such agreements is to allow the participating officers to focus on their duties during the process of an acquisition by ensuring they receive benefits in the event of a change in control of the Company. The agreements are designed to reward executives for remaining employed when their prospects for continued employment following the transaction may be uncertain. We choose to provide such protection to safeguard shareholder value in the event the transaction is not consummated, and maximize the value of the Company by increasing the possibility of retaining an intact management team. The agreements are not intended to replace or affect other compensation elements.

Consideration of Certain Tax Effects

The Company’s tax deduction for compensation paid to each of the NEOs who are subject to the compensation limits of Section 162(m) of the Internal Revenue Code is capped at $1 million. Section 162(m) provides an exemption from the $1 million cap for compensation qualifying as “performance-based.” We intend for our annual incentive and long-term incentive programs for NEOs to qualify for that exemption, though the portion of the CEO’s base salary that exceeds $1 million is not deductible under Section 162(m). The Compensation Committee reserves the right to provide compensation that does not qualify under Section 162(m).

For Section 162(m) purposes, the 2014 annual incentives for NEOs were capped at 1.5% of 2014 operating income ($9.675 million) for the CEO and 0.5% of 2014 operating income ($3.225 million) for each other NEO, and the Compensation Committee made the vesting of all PSUs and RSUs awarded in 2014 subject to the same cap based on the Company’s operating income levels on a cumulative annual basis over the applicable three-year vesting period. The Committee used negative discretion to reduce the annual incentive awards paid to the amounts shown in the Summary Compensation Table on page 45.

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If the payments to an NEO on account of his or her termination as a result of a change in control exceed certain amounts, we may not be eligible to deduct certain of the payments for federal income tax purposes. In addition, the officer could be subject to a 20% excise tax on such payments. This excise tax is in addition to the executive’s normal income and payroll taxes. To offset the effect of the excise tax, we will make “gross-up” payments to NEOs who became eligible for the program before 2011, as reimbursement for the excise tax. In this way, the executive retains the same amount he or she would have retained had the excise tax not been imposed. As a result, however, the Company is unable to deduct a large portion of the payments. We provide these payments because, by allowing executives to recognize the full intended economic benefits of their change-in-control agreement, it ensures that such payments meet the original goals of the program. Nevertheless, we have eliminated this excise tax gross-up feature for participants entering the program after 2010 (including Messrs. Gamble and Kelley).

We generally have designed our compensation programs for NEOs to comply with Code Section 409A on the payment of deferred compensation so as to avoid possible adverse tax consequences that may result from noncompliance with Section 409A.

Management of Compensation-Related Risk

In establishing and reviewing the Company’s executive compensation program, the Compensation Committee considers whether the program encourages unnecessary or excessive risk-taking and has concluded that it does not. The Committee reviewed our material compensation programs and noted numerous ways in which risk is effectively managed or mitigated. This evaluation for 2014, which was conducted with the assistance of management and the Committee’s outside compensation consultant, covered a wide range of practices and policies. All plans were deemed to have substantial risk mitigators which, in the most material incentive plans, include a balanced mix of fixed and variable pay and short-term and long-term incentives; use of multiple performance measures including corporate, business unit and individual performance weightings in incentive plans; a portfolio of long-term equity incentives including time-based and performance-based measures; caps, discretion in payment, oversight by non-plan participants, significant stock ownership guidelines, pre-approval requirements for executive stock transactions; and the existence of policies prohibiting Company stock hedging and pledging and requiring executive incentive compensation recoupment in specified circumstances.

The Compensation Committee has also reviewed the Company’s overall enterprise risks and how compensation programs for employees generally impacted individual behavior that could exacerbate these enterprise risks. Board and management processes are in place to oversee risk associated with global compensation programs and practices, including, but not limited to, regular business reviews; alignment of compensation plan goals with our annual and long-term strategic goals and performance expectations; review of enterprise risk management by the Board as part of the annual strategy and budget reviews; and other appropriate internal controls. The Committee concluded that the Company’s compensation plans, programs and policies, considered as a whole, including applicable risk-mitigation features, are not reasonably likely to have a material adverse effect on the Company.

Stock Ownership Requirements

The Compensation Committee recognizes the critical role that executive stock ownership has in aligning the interests of management with those of shareholders. As such, we maintain a formal stock ownership policy, under which the CEO and other senior executives are required to acquire and hold Equifax common stock in an amount representing a multiple of base salary within five years of assuming their respective positions. A reduction in ownership to one half of these requirements is allowed for executives age 60 or older who are eligible for retirement.

The following table sets forth the stock ownership requirements and current holdings for the CEO and other continuing NEOs as of December 31 2014:

		Actual holdings as of December 31, 2014.
		Required minimum holdings as a multiple of base salary using average stock price of $73.46 for 2014.

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Hedging and Pledging Policies

Under our Insider Trading Policy, we prohibit hedging the economic risk of ownership of our common stock through short sales or the purchase or sale of options, puts, calls, straddles, equity swaps or other derivative securities that are directly linked to Company stock, by our directors, NEOs and other executives. We also prohibit our directors, officers and employees from holding our stock in a margin account or pledging our stock as collateral for a loan.

Policy on Clawback of Incentive Compensation

In February 2010, the Compensation Committee adopted an incentive compensation “clawback” policy effective for incentive compensation awarded for fiscal years beginning after December 31, 2009. Under this policy, in the event of a material misstatement of the financial results, the Committee will review the facts and circumstances that led to the requirement for the restatement and will take actions it deems necessary and appropriate. The Committee will consider whether any executive officer received incentive compensation based on the original financial statements that would not have been received based on the restatement.

The Compensation Committee will also consider the accountability of any employee (including the NEOs) whose acts or omissions were responsible in whole or in part for the events that led to the restatement, and whether such acts or omissions constituted intentional misconduct. The actions the Committee could elect to take against a particular employee, depending on all the facts and circumstances as determined during its review, include requiring repayment of the difference between the incentive compensation paid and the amount that would have been paid based on the restated financial results. In the case of any employee (including an NEO) whose acts or omissions constituted intentional misconduct, the Committee may seek recoupment of all or part of any bonus or other incentive compensation paid to the employee that was based upon achievement of financial results that were subsequently restated; enforce disciplinary actions, up to and including termination; and/or pursue other remedies.

Under the terms of award agreements issued under our 2008 Omnibus Incentive Plan, employees, including the NEOs, who violate our non-compete, non-solicitation and non-disclosure policies or who engage in certain other activities detrimental to the Company may be subject to financial consequences, including cancellation of their outstanding equity awards or recovery by the Company of all gains from exercised stock options and vested restricted stock units received during the period beginning six months prior to the date of the violation. In addition, with respect to any award made for fiscal years beginning after December 31, 2009, these recovery means are also applicable to the incentive equity awards of any employee who is terminated for cause, as determined in the sole discretion of the Committee. These clawback policies are in addition to any policies or recovery rights provided under applicable law.

Beginning in 2013, the Compensation Committee required, as a condition to the grant of new equity awards to executive officers and certain other key employees, that the recipient agree to certain restrictive covenants benefiting the Company including confidentiality, non-competition, non-solicitation and assignment of inventions. The CEO’s equity award agreements continued to be subject to the non-compete provision set forth in his existing employment agreement as described under “Additional Information Regarding Mr. Smith’s Employment Agreement and Post-Termination Payments” beginning on page 58.

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Actions Taken with Respect to 2015 Compensation

The Compensation Committee has taken certain actions with respect to 2015 executive compensation. The following NEOs received a merit base salary increase for 2015 in February 2015 to reward their strong performance in 2014, in the following amounts (and percentage of annual base salary) which were paid beginning on March 6, 2015: Mr. Gamble, 2.0% ($12,000); Mr. Kelley, 3.0% ($15,300); Ms. Rushing, 3.0% ($13,800); and Mr. Adams, 4.0% ($16,604). For the CEO, the Compensation Committee determined that any pay increase suggested by market movement should instead increase the performance-based portion of the long-term incentive program (i.e., the PSU grants discussed below).

The Committee also established corporate financial performance goals for the annual incentive opportunity for 2015 in a manner similar to the process followed in 2014. Long-term incentive opportunities granted on February 19, 2015 include PSUs and RSUs in a 66⅔%/33⅓% split of the target grant date value for the CEO (compared to 60%/40% in 2014), and 66⅔%/33⅓% for the other continuing NEOs (compared to 50% / 50% in 2014), shown as follows:

2015 LONG-TERM INCENTIVE AWARDS

The PSUs granted in February 2015 will be earned, if at all, based on the Company’s TSR performance relative to the companies in the S&P 500 (as constituted on the initial grant date, subject to certain adjustments) over a three-year performance period. The average of the payout results through each of the final four quarters of the performance period will determine the final result. Subject to final certification of results and approval by the Compensation Committee, our PSU payouts in February 2018 will be calculated as follows (with straight-line interpolation between the threshold and maximum level):

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PSU PERFORMANCE/PAYOUT SCALE

The Compensation Committee will continue to monitor our executive compensation program to ensure that it is consistent with the Company’s objectives, provides appropriate incentives to management, and remains competitive with other companies in the industries in which we operate or with which we compete for executive talent.

Other Corporate Governance Considerations in Compensation

Role of Compensation Committee and Management in Determining Executive Compensation. The Compensation Committee reviews and makes decisions about executive policies and plans, including the amount of base salary, cash bonus and long-term incentive awarded to our named executive officers. Our Chairman and CEO and other executives may assist the Committee from time to time in its evaluation of compensation elements or program design or by providing mathematical calculations, historical information, year-over-year comparisons and clarification regarding job duties and performance. The Compensation Committee also considers the recommendations and competitive data provided by its compensation consultant and makes decisions, as it deems appropriate, on executive compensation based on its assessment of individual performance and achievement of goals both by the individual and the Company.

The CEO’s performance is reviewed by the Compensation Committee with input from the other non-employee members of the Board. The CEO annually reviews the performance of each other executive officer who reports to him, including the named executive officers listed in the Summary Compensation Table on page 45. The conclusions reached and recommendations made based on these reviews, including with respect to salary adjustments and annual award amounts, are presented to the Compensation Committee for approval. Members of management play various additional roles in this process:

The Compensation Committee considers these recommendations and exercises discretion in modifying any recommended adjustments or awards to executives based on considerations it deems appropriate. Although members of our management team participate in the executive compensation process, the Compensation Committee also meets regularly in executive session without any members of the management team present. The Compensation Committee makes the final determination of the executive compensation package provided to each of our named executive officers, with input from the non-employee members of the Board in executive session with respect to CEO compensation.

Compensation Consultant Services and Independence. The Compensation Committee has the authority to engage independent advisors to assist it in fulfilling its responsibilities. The Committee has retained Meridian Compensation Partners LLC (“Meridian”), a national executive compensation consulting firm, to provide advice with respect to compensation for our NEOs and other officers. Meridian performs services solely on behalf of the Committee and does not provide any other services to us. Management of the Company had no role in selecting the Committee’s compensation consultant and had no relationship with Meridian. The Committee has assessed the independence of Meridian pursuant to SEC rules and concluded that no conflict of interest exists that would prevent Meridian from independently representing the Committee.

Meridian performed the following services for the Committee in 2014: market data, including CEO pay; tally sheet updates; incentive risk assessment and proxy disclosure; regulatory and governance guidance; consultation regarding new CFO hire and engaging with proxy advisory firms; and pay-for-performance updates. Meridian assisted the Committee in determining appropriate levels of compensation for the CEO and other executive officers. The firm attended all Committee meetings upon invitation and participated in executive sessions thereof without management present.

Compensation Committee Interlocks and Insider Participation

Ms. Marshall and Messrs. Daleo, Driver, Humann and Templeton were the members of the Compensation Committee during 2014. None of these directors is or has been an executive officer of the Company, or had any relationship requiring disclosure by the Company under the SEC’s rules requiring disclosure of certain relationships and related party transactions. None of the Company’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director of the Company or a member of the Compensation Committee during 2014.

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Summary Compensation Table

The following table presents information regarding compensation of the named executive officers (the “NEOs”) for services rendered during 2014, 2013, and 2012. The table includes values for contingent compensation such as unvested or unpaid stock awards and unexercised stock options. The executives may never realize the value of certain items included in the column headed “Total,” or the amounts realized may differ materially from those listed in the table.

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2014 Grants of Plan-Based Awards

Set forth below is information regarding awards provided to the NEOs in 2014. The non-equity incentive awards were made under the Annual Incentive Plan (“AIP”) which is part of our shareholder-approved amended and restated 2008 Omnibus Incentive Plan (the “2008 Omnibus Incentive Plan”). The equity awards were also made under the 2008 Omnibus Incentive Plan.