UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Exchange Act of 1934 (Amendment No.     )

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EQUIFAX INC.

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1550 Peachtree Street, N.W.
Atlanta, Georgia 30309
www.equifax.com

Dear Shareholders:

As directors of Equifax, we deeply value our relationship with you and strive to demonstrate our ongoing commitment to advancing your interests. We are pleased with the Company’s performance this year and would like to take this opportunity to share a few highlights from 2015.

This past September, we celebrated the tenth anniversary of Rick Smith’s tenure as CEO of Equifax. Since Rick joined us, our Company has achieved considerable growth and outstanding performance, including total shareholder returns that were 61% higher than the S&P 500 Index and market capitalization growth from $4.3 billion to $12.4 billion. The collective efforts of Rick and our talented employees produced strong results again this past year, enabling us to make significant investments to secure future growth, while at the same time producing shareholder returns substantially in excess of the market. This past year brought one of the most significant investments in the Company’s 117-year history, with the $1.9 billion acquisition of Veda Group Limited, the leading provider of consumer and commercial credit reporting in Australia and New Zealand. In 2015, we also returned significant capital to our shareholders through a total of $138 million in dividends and nearly $200 million of common stock repurchases.

While we are proud of our performance, as we continue to grow, we also understand how important it is for our Board and governance structures to continue to evolve. Below are just a few of the areas we focused on over the past year as part of our commitment to our Company and our shareholders.

Shareholder Engagement

In 2014, the directors initiated a shareholder engagement program designed to enhance our understanding of shareholder perspectives on key Board, governance and compensation topics and to evaluate any investor concerns. Through management’s investor outreach meetings, we have connected with approximately 75% of our shareholder base, including the majority of our top 50 shareholders. We have considered your perspectives in our decision making and your views have been instrumental in helping us enhance our governance and compensation programs.

Board Composition

We know how important it is to our shareholders to have a board comprised of the right people with the right skills, qualifications and background to effectively represent their interests. To that end, we aim to operate our Board in the most efficient and productive manner possible and believe diversity of perspective is necessary to achieve effective leadership. Accordingly, as we identify future director candidates to replace the three independent directors scheduled to retire over the next two years, we are committed to seeking candidates who offer diverse backgrounds and fresh perspectives along with the requisite skills, experience and character necessary to serve on our Board and represent our shareholders.

Corporate Governance

We continually strive to enhance our corporate governance practices and we believe that Board evaluations and shareholder feedback play pivotal roles in helping us achieve our goals. To ensure maximum performance by our Board and in light of upcoming director retirements, we engaged a third-party to facilitate our Board self-evaluation process and Board and committee review. In addition, in response to shareholder feedback we have also enhanced the disclosures in this proxy statement related to auditor firm independence, as a means to provide our investors additional insight into our Audit Committee’s efforts to protect audit firm independence.

We appreciate the opportunity to serve Equifax on your behalf, and cordially invite you to our Annual Meeting of Shareholders on May 5, 2016. Thank you for the trust you have placed in us, and I hope the next ten years are as successful as the last ten.

Sincerely,

Phil Humann

Presiding Director

March 25, 2016

1550 Peachtree Street, N.W.

Atlanta, Georgia 30309

May 5, 2016

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

1550 Peachtree Street N.W., Atlanta, Georgia 30309

AGENDA:

If you owned shares of Equifax Common Stock at the close of business on March 2, 2016, 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. Unless otherwise requested, 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 25, 2016.

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,

	John J. Kelley III
March 25, 2016	Corporate Vice President, Chief Legal Officer and Corporate Secretary

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

Table of Contents

EQUIFAX INC. - 2016 Proxy Statement    5

PROXY SUMMARY

EQUIFAX INC. - 2016 Proxy Statement    6

EQUIFAX INC. - 2016 Proxy Statement    7

Annual Director Election		•	Each director is elected on an annual basis.
No “Overboarding”		•	Currently, no director serves on more than two other public company boards, and our CEO does not serve on any other public company boards.
Limits on Board Service		•	Directors are limited to service on four other public company boards, with our CEO being limited to two other public company boards. Currently, Mr. Smith does not serve on any other public company board.
Director Stock Ownership		•	Each director is required to own Equifax common stock with a market value of at least five times his or her annual cash retainer.
No “Poison Pill”		•	We do not have a “poison pill” plan in place.
Enterprise Risk		•	We have a rigorous enterprise risk management program targeting controls over operational, financial, legal/
Management			regulatory compliance, reputational, technology, security, strategic and other risks that could adversely affect our business. The program also includes crisis management and business continuity planning. See “Board Risk Oversight” on page 20.
Stock Hedging and Pledging Policies		•	Our insider trading policy bars our directors, officers and employees from owning financial instruments or participating in investment strategies that hedge the economic risk of owning Equifax stock.
		•	We prohibit officers and directors from pledging Equifax securities as collateral for loans (including margin loans).

 

What am I voting on and what are the Board’s voting recommendations?

 

			Board Voting		Page Reference
Agenda Item			Recommendation		(for more detail)
Proposal 1	Election of 10 Director Nominees		FOR EACH NOMINEE		11
Proposal 2	Advisory Vote to Approve Named Executive Officer Compensation		FOR		22
Proposal 3	Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for 2016		FOR		59

 

Proposal 1 — Election of 10 Director Nominees

 

The Board is asking you to elect the 10 nominees for director named below for terms that expire at the 2017 Annual Meeting of Shareholders. The following table provides summary information about the ten director nominees. The directors will be elected by a majority vote.

 

Name		Occupation		Experience/Qualifications
James E. Copeland, Jr. Age: 71 Independent   Board Committees: Audit (Chair) Executive		Retired Chief Executive Officer of Deloitte & Touche LLP and Deloitte & Touche Tohmatsu		Former Large Company CEO General Management & Business Operations Mergers & Acquisitions Strategy Development		Accounting Risk Management Finance International
Robert D. Daleo   Age: 66 Independent   Board Committees: Audit Compensation		Retired Vice Chairman of Thomson Reuters		Former Public Company CFO General Management & Business Operations Mergers & Acquisitions Strategy Development		Accounting Risk Management International Finance
Walter W. Driver, Jr.   Age: 70 Independent   Board Committees: Compensation Governance		Chairman–Southeast of Goldman, Sachs & Co.		International Investment Banking Former Head of International Law Firm General Management & Business Operations International		Strategy Development Finance Legal, Corporate Governance and Compliance Mergers & Acquisitions

EQUIFAX INC. - 2016 Proxy Statement    8

Name		Occupation		Experience/Qualifications
Mark L. Feidler   Age: 59 Independent   Board Committees: Audit Technology		Founding Partner of MSouth Equity Partners		Former Public Company President & COO General Management & Business Operations Mergers & Acquisitions Finance		Accounting Risk Management Consumer Marketing International Strategy Development
L. Phillip Humann   Age: 70 Independent Board Committees: Compensation (Chair) Executive (Chair) Governance		Retired Executive Chairman of the Board of SunTrust Banks, Inc.		Former Public Company CEO Financial Industry Experience General Management & Business Operations Mergers & Acquisitions Finance		Consumer Marketing Corporate Governance & Compliance Risk Management Banking Strategy Development
Robert D. Marcus   Age: 50 Independent Board Committees: Governance		Chairman and Chief Executive Officer of Time Warner Cable Inc.		Current Public Company CEO Former Public Company CFO General Management & Business Operations Finance		Consumer Marketing Legal & Regulatory Mergers & Acquisitions
Siri S. Marshall   Age: 67 Independent   Board Committees: Compensation Executive Governance (Chair)		Retired Senior Vice President, General Counsel, Secretary and Chief Governance and Compliance Officer of General Mills, Inc.		Former Public Company General Counsel, Corporate Secretary & Chief Compliance Officer General Management & Business Operations Strategy Development		Retail Legal, Regulatory, Corporate Governance & Compliance Mergers & Acquisitions International Consumer Marketing
John A. McKinley   Age: 58 Independent   Board Committees: Audit Executive Technology (Chair)		Chief Executive Officer of SaferAging, Inc. and Co-Founder of Launchbox Digital		Former Public Company CTO General Management & Business Operations Mergers & Acquisitions International		Strategy Development Finance Venture Capital Technology Development, Operations & Marketing
Richard F. Smith   Age: 56 Insider   Board Committees: None		Chairman and Chief Executive Officer of Equifax		Current Public Company CEO Industry Experience General Management & Business Operations International		Strategy Development Finance Risk Management Mergers & Acquisitions
Mark B. Templeton   Age: 63 Independent   Board Committees: Compensation Technology		Retired Chief Executive Officer, President and Director of Citrix Systems, Inc.		Former Public Company CEO & President General Management & Business Operations Mergers & Acquisitions Strategy Development		Finance Technology Development, Operations & Marketing International

EQUIFAX INC. - 2016 Proxy Statement    9

EQUIFAX INC. - 2016 Proxy Statement    10

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, except for Mr. Driver, whose attendance fell slightly below the 75% threshold due to the serious illness of a family member for whom he was the primary caregiver. All of the Company’s directors then serving attended the 2015 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 “Director Nomination Processes and Succession Planning” on page 19, 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 2015 Annual Meeting.

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

Nominees for Directors

JAMES E. COPELAND, JR.
	Director since 2003   Age 71   Independent   Chair of Audit Committee   Executive Committee	Retired Chief Executive Officer of Deloitte & Touche LLP and Deloitte Touche Tohmatsu, public accounting firms. Mr. Copeland served in such capacity from 1999 until his retirement in 2003.   Other Public Directorships     •  ConocoPhillips   •  Time Warner Cable, Inc.
Overview of Board Qualifications   Mr. Copeland has invaluable expertise in the areas of audit, accounting and finance, including operating experience as the CEO of a major international accounting firm. His knowledge of the Company’s structure, operations, compliance programs and risk oversight as Chairman of the Audit Committee is of particular importance to our Board. The Board also values Mr. Copeland’s insight and judgment gained through years of public company board experience with companies operating in industries as diverse as oil and gas, beverages and entertainment, including experience on audit, executive, compensation and finance committees of other publicly traded companies.

EQUIFAX INC. - 2016 Proxy Statement    11

ROBERT D. DALEO
	Director since 2006   Age 66   Independent   Audit Committee   Compensation Committee	Retired Vice Chairman of Thomson Reuters. Mr. Daleo was Executive Vice President and Chief Financial Officer of Thomson Reuters or its predecessors from 1997 through 2011, Vice Chairman from 2011 until his retirement in December 2012, and a member of The Thomson Corporation board of directors from 2001 to April 2008. Thomson Reuters is a global provider of integrated information solutions to business and professional customers. From 1994 to 1998, Mr. Daleo served in senior operations, planning, finance and business development positions with Thomson Reuters.   Other Public Directorships     •  Citrix Systems, Inc.
Overview of Board Qualifications   Mr. Daleo has developed extensive financial accounting and corporate finance expertise through his experience as chief financial officer of a large multinational company. The Board values his leadership and risk assessment skills which are important to our efforts to expand our global information solutions business, data acquisitions and marketing to banks and other financial institutions. Mr. Daleo also has public company board experience.

WALTER W. DRIVER, JR.
	Director since 2007   Age 70   Independent   Compensation Committee   Governance Committee	Chairman–Southeast of Goldman, Sachs & Co., a global investment banking, securities and investment management firm, since January 2006. He also serves on the Goldman Sachs Board of International Advisors. Prior to joining Goldman Sachs, Mr. Driver served as Chairman of King & Spalding LLP, an international law firm, from 1999 through 2005.   Other Public Directorships     •  Total System Services, Inc.
Overview of Board Qualifications   Mr. Driver has extensive investment banking expertise in evaluating corporate acquisitions, strategies, operations and risks. The Board values his judgment, skills and experience in legal and regulatory matters gained through leadership of a major international law firm. Mr. Driver also has corporate governance experience and insight gained through his legal practice and public company directorships, including service on compensation and governance committees.

EQUIFAX INC. - 2016 Proxy Statement    12

MARK L. FEIDLER
	Director since 2007   Age 59   Independent   Audit Committee   Technology Committee	Founding Partner of MSouth Equity Partners, a private equity firm based in Atlanta, since February 2007. Mr. Feidler was President and Chief Operating Officer and a director of BellSouth Corporation, a telecommunications company, from 2005 until January 2007. Mr. Feidler served as its Chief Staff Officer during 2004. From 2001 through 2003, Mr. Feidler was Chief Operating Officer of Cingular Wireless and served on the Board of Directors of Cingular from 2005 until January 2007.   Other Public Directorships     •  New York Life Insurance Company (Lead Director)
Overview of Board Qualifications   Mr. Feidler has extensive operating, financial, legal and regulatory experience through his prior position with a major regional telecommunications company, as well as expertise in private equity investments and acquisitions. This background is relevant to us as we market our products to companies in telecommunications and other vertical markets, while his private equity experience is relevant to our new product development, marketing and acquisition strategies. His public company operating experience and background in financial, accounting and risk management are an important resource for our Audit Committee and Board.

L. PHILLIP HUMANN
	Director since 1992   Age 70   Independent   Presiding Director   Chair of Compensation Committee   Chair of Executive Committee   Governance Committee	Retired Executive Chairman of the Board of SunTrust Banks, Inc., a multi-bank holding company. Mr. Humann was Executive Chairman of the Board of SunTrust Banks, Inc. from 2007 to April 2008; Chairman and Chief Executive Officer from 2004 through 2006; Chairman, President and Chief Executive Officer from 1998 to 2004; and President from 1991 to 1998.   Other Public Directorships     •  Coca-Cola Enterprises, Inc. (Presiding Director)   •  Haverty Furniture Companies, Inc. (Lead Director; Non-Executive Chairman from May 2010 to December 2012)
Overview of Board Qualifications   Mr. Humann has over 41 years of experience in the banking, mortgage and financial services industry. The Board highly values his experience and insights regarding how our customers use our services and products to manage their risk objectives. The Board also values his leadership skills and deep knowledge of our business and perspective gained from 21 years of service on the Board and at other public companies.

EQUIFAX INC. - 2016 Proxy Statement    13

ROBERT D. MARCUS
	Director since 2013   Age 50   Independent   Governance Committee	Chairman and Chief Executive Officer of Time Warner Cable Inc., a provider of video, high-speed data and voice services, since January 1, 2014. He served as its President and Chief Operating Officer from December 14, 2010 through 2013. Prior thereto, he was Senior Executive Vice President and Chief Financial Officer from January 2008 and Senior Executive Vice President from August 2005. Mr. Marcus joined Time Warner Cable Inc. from Time Warner Inc. where he held various senior positions from 1998. He was named a director of Time Warner Cable Inc. in July 2013. From 1990 to 1997, he practiced law at Paul, Weiss, Rifkind, Wharton & Garrison.   Other Public Directorships     •  Time Warner Cable Inc. (Chairman)
Overview of Board Qualifications   Mr. Marcus has extensive operating, financial, legal and regulatory experience through his position with a major cable company, as well as expertise in mergers and acquisitions. This background is relevant to us as we market our products to data and telecommunications companies and other vertical markets. His public company operating and finance experience and background in legal and regulatory matters are an important resource for our Board.

SIRI S. MARSHALL
	Director since 2006   Age 67   Independent   Chair of Governance Committee   Compensation Committee   Executive Committee	Retired Senior Vice President, General Counsel, Secretary and Chief Governance and Compliance Officer of General Mills, Inc., a global diversified foods maker and distributor, where she served in that position from 1994 until her retirement in January 2008. She is on the Board of Directors of the Yale Law School Center for the Study of Corporate Law and on the Board of Advisers of Manchester Capital Management, Inc. During the past five years, Ms. Marshall also served as a director of BioHorizons, Inc., a dental implant and biologics company, a Distinguished Advisor to the Straus Institute for Dispute Resolution, and a trustee of the Minneapolis Institute of Arts. In February 2011, Ms. Marshall received the Sandra Day O’Connor Board Excellence Award from DirectWomen.   Other Public Directorships     •  Ameriprise Financial, Inc.   •  Alphatec Holdings, Inc.
Overview of Board Qualifications   Ms. Marshall’s over 13 years of executive experience at General Mills provides a valuable perspective on our organizational management, legal, compliance, regulatory and government affairs, consumer products business and corporate governance. The Board particularly values her broad experience with other public company boards, including formerly as a Presiding Director of a large financial institution, as well as her perspective and insight gained through her service on the executive, compensation and governance committees of other public companies and her leading role in corporate law and dispute resolution matters.

EQUIFAX INC. - 2016 Proxy Statement    14

JOHN A. MCKINLEY
	Director since 2008   Age 58   Independent   Chair of Technology Committee   Audit Committee   Executive Committee	Chief Executive Officer of SaferAging, Inc., a senior care service provider based in Washington, D.C., and Co-founder of LaunchBox Digital, a venture capital firm in Washington, D.C. Mr. McKinley was Chief Technology Officer of News Corporation from July 2010 to September 2012. He was President, AOL Technologies and Chief Technology Officer from 2003 to 2005 and President, AOL Digital Services from 2004 to 2006. Prior thereto, he served as Executive President, Head of Global Technology and Services and Chief Technology Officer for Merrill Lynch & Co., Inc., from 1998 to 2003; Chief Information and Technology Officer for GE Capital Corporation from 1995 to 1998; and Partner, Financial Services Technology Practice, for Ernst & Young International from 1982 to 1995.
Overview of Board Qualifications   The Board highly values Mr. McKinley’s extensive background in managing complex global technology operations as Chief Technology Officer at a number of leading global companies. These skills are highly relevant to the Board’s oversight of risks and opportunities in our technology operations, risk management and capital investments. The Board also values his entrepreneurial insights.

RICHARD F. SMITH
	Director since 2005   Age 56   Chairman	Chairman and Chief Executive Officer of Equifax since September 2005. Mr. Smith was Chief Operating Officer of GE Insurance Solutions from 2004 to August 2005; President and Chief Executive Officer of GE Property and Casualty Reinsurance from 2003 to 2004; President and Chief Executive Officer of GE Property and Casualty Reinsurance—Americas of GE Global Insurance Holdings Corp. from 2001 to 2003; and President and Chief Executive Officer of GE Capital Fleet Services from 1995 to 2000.
Overview of Board Qualifications   As Chairman and CEO, Mr. Smith leads our senior management team and brings to the Board extensive knowledge of the Company and its strategy gained through his demonstrated leadership and performance in all aspects of our business. The Board also values his management experience over a 22-year career at General Electric Co. in global leadership positions in insurance, asset management and financing.

MARK B. TEMPLETON
	Director since 2008   Age 63   Independent   Compensation Committee   Technology Committee	Retired Chief Executive Officer, President and Director of Citrix Systems, Inc., a global software development firm. He served as Chief Executive Officer of Citrix Systems, Inc. from 1999 to 2015.   Other Public Directorships     •  Keysight Technologies, Inc.
Overview of Board Qualifications   The Board highly values Mr. Templeton’s operating experience, leadership and perspective in business strategy, operations, and business growth. His counsel and insight in technology opportunities, particularly in the development and global marketing of advanced technology products, has direct application to our strategic emphasis on investment in new technology products and global expansion.

EQUIFAX INC. - 2016 Proxy Statement    15

Board Skills Matrix

The Board Skills Matrix below represents some of the key skills that our Board has identified as particularly valuable to the effective oversight of the Company and the execution of our strategy. The matrix highlights the depth and breadth of skills on the Board.

Experience, expertise or attribute

Copeland

Daleo

Driver

Feidler

Humann

Marcus

Marshall

McKinley

Smith

Templeton

Technology

Strategy Development

Risk Management

Mergers & Acquisitions

Legal/Regulatory

International Business

General Management & Business Operations

Finance/Financial Industry Experience

CTO Experience

Corporate Governance

Consumer Marketing

CFO Experience

CEO Experience

Banking

Accounting

BOARD LEADERSHIP & 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 when warranted. Investor engagement over the last two years has prompted review of and changes to our governance practices, and our Board remains committed to continuous improvement.

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 2015.

EQUIFAX INC. - 2016 Proxy Statement    16

Board Leadership Structure

The Board regularly reviews its leadership structure. The Board believes its current leadership structure and composition, along with the strong leadership of our independent directors (nine of 10 members), fully independent Board committees and Presiding Director, and the highly effective corporate governance structures and processes in place, strike an appropriate balance between consistent leadership and independent oversight of the Company’s business and affairs. The leadership structure of our Board of Directors includes:

In addition, our Directors:

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.

Committee Memberships

Name & Occupation

Independent

Audit

Compensation

Executive

Governance

Technology

James E. Copeland, Jr.

Chair

Robert D. Daleo

Walter W. Driver, Jr.

Mark L. Feidler

L. Phillip Humann

Presiding Director

Chair

Chair

Robert D. Marcus

Siri S. Marshall

Chair

John A. McKinley

Chair

Richard F. Smith

Mark B. Templeton

Meetings held in 2015

5

6

0

4

4

EQUIFAX INC. - 2016 Proxy Statement    17

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:

Director Independence

Our Governance Guidelines provide that a substantial majority of our Board should be independent. Nine of our 10 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, except Mr. Smith who is an officer of the Company, are independent under the applicable New York Stock Exchange (NYSE) listing standards, Securities and Exchange Commission (SEC) rules and our Guidelines for Determining the Independence of Directors. 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 Guidelines for Determining the Independence of Directors, which may be accessed on our website at www.equifax.com/about-equifax/corporate-governance. Our director independence standards meet or exceed the requirements of SEC rules and regulations and the NYSE listing standards.

Board Tenure and Refreshment. The Governance Committee regularly assesses the requirements of the Board and makes recommendations to the Board regarding its size, composition, and structure. 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, expertise and reflect a diversity of experiences, gender, ethnicity and age.

EQUIFAX INC. - 2016 Proxy Statement    18

The following table shows the tenure of our non-management directors, which is well distributed to create a balanced Board. Two outside directors (Messrs. Copeland and Driver) are scheduled to reach the mandatory retirement age of 72 prior to our 2017 annual meeting, and Mr. Humann is scheduled to reach the mandatory retirement age prior to our 2018 annual meeting. 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, while also enhancing the diversity on our Board.

Director Nomination Processes and Succession Planning

Process for Identifying and Evaluating Director Nominees. When the need to fill a new Board seat or vacancy arises, the Governance Committee proceeds in the manner it deems appropriate to identify a qualified candidate or candidates. Candidates may be identified through the engagement of an outside search firm, recommendations from independent directors, the Chairman of the Board, management, or other advisors to the Company, and recommendations by shareholders. The Governance 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, this criteria includes, among other things, a director candidate’s integrity and ethical standards, ability to provide sound and informed judgment, history of achievement that reflects superior standards and willingness to commit sufficient time. The Governance Committee and the Board also consider whether the candidate is independent under the standards described under “Director Independence” on page 18 and whether the candidate is financially literate.

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.

Directors are limited to service on five public company boards, including our Board. 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. In addition, our CEO may not serve on the Board of more than three public company boards, including our Board.

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 25, 2016, 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 2017?” on page 64. 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.

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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.

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 provide 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.

Management 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. 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 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 Officer. The Compensation Committee and the Board also review the foregoing in executive session on a regular basis.

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.

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

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 2015, 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 55 and “Executive Compensation” beginning on page 23 of this Proxy Statement.

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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 23. This vote is often referred to as “say on pay.” Shareholders are being asked to vote on the following advisory resolution:

“RESOLVED, that the shareholders approve, on an advisory basis, 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 2015 executive compensation program aligned closely with our financial performance:

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 executive compensation program. To the extent there is any significant negative vote, we will consult directly with our shareholders to better understand the concerns that influenced the vote.

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

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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” on page 37 and “Compensation Consultant Services and Independence” on page 38.

Compensation Elements, Background and Key Features

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 2015, the benchmarking process was different for Mr. Smith 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 by market standards despite the Company’s significant growth. Market annualized increases from 2006 through 2015 were 1.2% for base salary, 0.5% for target annual bonus percentage, and 7.2% for target long-term equity incentives, resulting in a 5.1% average annual increase in total compensation opportunities for Mr. Smith compared to the Company’s annualized average TSR over that period of 11.9%. In addition, Mr. Smith’s actual compensation payouts have varied considerably from year to year depending on Company performance.

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

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 2010-2015:

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Other NEO Benchmarking

For our NEOs, in 2015 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:

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 at the time of the survey, 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 2015.

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

Peer Group for PSUs

The above-named peer group companies were deemed appropriate for compensation purposes, but their stock performance does not necessarily vary based on the same economic factors as ours. For that reason, the Committee believes a broader peer group is more appropriate for evaluating TSR performance of PSUs issued under our LTI program. An expanded peer group provides a broader index for comparison and better alignment with shareholder investment choices. Therefore, the Committee uses the companies in the S&P 500 index (of which we are a member) for determining TSR for that purpose.

Use of “Tally Sheets” and Wealth Accumulation Analysis

In 2015, 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).

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Analysis of 2015 Compensation Decisions

2015 Other NEO Compensation

2015 CFO Compensation

Mr. Gamble was hired May 2014 to serve as the Company’s Chief Financial Officer. In this role, Mr. Gamble is responsible for leading the Company’s worldwide finance organization, including controller, treasury, financial planning and analysis, tax planning, accounting and reporting, internal audit, and investor relations functions. Mr. Gamble’s compensation was determined through negotiation and benchmarking of compensation for experienced CFOs.

2015 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 Corporate Adjusted EPS and Corporate 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. 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 2015 as it represents the right balance and mix of objectives to effectively measure short-term performance.

The 2015 corporate financial performance objectives for the NEOs with Company-wide responsibilities (Messrs. Smith, Gamble and Kelley) were based on the Company’s Corporate Adjusted Operating Revenue (used to measure top line business growth) and Corporate Adjusted EPS (used to measure the profitability of that growth). The financial objectives for Messrs. Adams and Ploder, as business unit leaders, were focused primarily on relevant business unit revenue and operating income performance (used to measure unit growth and profitability), as well as Company Corporate 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 2015 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 37.

Establishment of Business Unit-Level Financial Goals

The 2015 corporate and business unit objectives for Mr. Adams, a business unit leader, were established as follows:

The 2015 corporate and business unit objectives for Mr. Ploder, 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 2015 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 2015 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 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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2015 Annual Cash Incentive Awards

In February 2016, the Committee reviewed executives’ performance against the pre-established 2015 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 2015 awards for the NEOs, are set forth in the table below. A description of how 2015 incentive awards were achieved follows the table.

Determination of Each NEO’s Performance and Annual Cash Incentive

Richard F. Smith, Chairman and CEO

Mr. Smith achieved a rating of “Distinguished” on his individual objectives for 2015. These objectives included:

John Gamble, Corporate Vice President and Chief Financial Officer

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Mr. Gamble achieved a rating of “Exceeds Expectations” on his individual objectives for 2015. These objectives included:

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

Mr. Kelley achieved a rating of “Exceeds Expectations” on his individual objectives as Chief Legal Officer in 2015. These objectives included:

J. Dann Adams, President, Workforce Solutions

Mr. Adams’ 2015 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. These objectives included:

Rodolfo O. Ploder, President – US Information Services

Mr. Ploder achieved a rating of “Distinguished” on his individual objectives as President, US Information Services. His objectives included:

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 2015 declined to 0.5% from 0.7% in 2014.

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

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period. This metric aligns with shareholder interests as higher TSR results in higher 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 19, 2015 will be as follows in February 2018, 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.

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 2015 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 37.

Determination of 2015 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 $92.98 at February 19, 2015, using pre-arranged proportions for each. The CEO’s mix was not pre-determined and the final mix of 66⅔% PSUs 33⅛% RSUs resulted from applying the full indicated pay increase to PSUs. The mix was also 66⅔% PSUs and 33⅛% 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 increased weight for PSUs for all NEOs is intended to further align risk and reward with shareholder return by increasing the performance-based component of their total compensation package.

2015 Long-Term Incentive Awards. The Committee approved equity awards to the NEOs on February 19, 2015. 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 “2015 Grants of Plan-Based Awards” table on page 43. 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 2015 TARGET GRANT VALUE FOR EQUITY AWARDS

2013-2015 PSU Awards

In February 2016, the Compensation Committee approved the vesting and payment of the FY2013-FY2015 PSUs at 174.9% 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, 2015. 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 2015 Fiscal Year-End” table on page 45. The FY2013-FY2015 PSU awards were granted to our NEOs (other than Mr. Gamble, who was not then an executive officer of the Company) in February 2013.

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 fall 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.

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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, Adams and Mr. Ploder. 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 44 and “Retirement Plan” on page 46). 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.

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, 2015 and the SERP is provided under “Additional Discussion of Material Items in Summary Compensation and Grants of Plan-Based Awards Tables” on page 43 and “Pension Benefits at 2015 Fiscal Year-End” on page 46.

Mr. Adams received a monthly living allowance of $11,903 from January through the end of October, in addition to his base salary, in connection with his relocation from Atlanta to St. Louis in 2010 to serve as President, Workforce Solutions business unit. 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 41.

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 47. 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 and $3 million for Mr. Ploder; 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 41 and Note 8 thereto. Since 2011, we no longer provide tax reimbursement on the value of the applicable perquisite.

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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 “2015 Grants of Plan-Based Awards” table on page 43 and the “Potential Payments upon Termination or Change in Control” tables beginning on page 48.

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 2015 annual incentives for NEOs were capped at 1.5% of 2015 operating income ($10.4 million) for the CEO and 0.5% of 2015 operating income ($3.5 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.

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.

Compensation Design Process

Role of the 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 recommendations from its compensation consultant and competitive data 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 41. 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:

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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.

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 separate 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 2015: reviewed market benchmarking data and prepared market data for the CEO position; updated tally sheets; assessed incentive risk and proxy disclosure; reviewed regulatory and governance guidance; 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 without management present.

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 2015, 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. Until the designated multiple of base salary is reached, executives are required to retain in stock 100% of the after-tax net proceeds associated with stock option exercises and/or PSU and RSU distributions. A reduction in ownership to one half of these requirements is allowed for executives age 60 or older who are eligible for retirement.

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The following table sets forth the stock ownership requirements and current holdings for the CEO and other NEOs as of December 31, 2015:

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, which continues for a one-year period following termination of his employment.

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Actions Taken with Respect to 2016 Compensation

The Compensation Committee has taken certain actions with respect to 2016 executive compensation. In February 2016, Mr. Gamble received a 3.92% ($24,000) merit increase to his base salary, effective February 20, 2016. Mr. Kelley also received a merit increase in the form of a lump sum payment in the amount of 4% of his base salary ($21,012), which was paid on March 4, 2016. Messrs. Adams and Ploder’s base salaries were increased in November 2015 in connection with their Business Unit Leader rotation, and therefore they did not receive merit increases in early 2016. 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 2016 in a manner similar to the process followed in 2015. Long-term incentive opportunities granted on February 19, 2016 include a split of 70% PSUs and 30% RSUs of the target grant date value for the CEO (compared to 66⅔% 33⅓% in 2015), and 66⅔%/33⅓% for the other NEOs (unchanged compared to 2015), shown as follows:

2016 LONG-TERM INCENTIVE AWARDS

The PSUs granted in February 2016 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 2019 will be calculated as follows (with straight-line interpolation between the threshold and maximum level):

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.

Compensation Committee Interlocks and Insider Participation

Ms. Marshall and Messrs. Daleo, Driver, Humann and Templeton were the members of the Compensation Committee during 2015. 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 2015.

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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 2015, 2014, and 2013. 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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2015 Grants of Plan-Based Awards

Set forth below is information regarding awards provided to the NEOs in 2015. 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.

Additional Discussion of Material Items in Summary Compensation and Grants of Plan-Based Awards Tables

Our executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and the Grants of Plan-Based Awards Table was paid or awarded, are described under “Compensation Discussion and Analysis” beginning on page 23. A summary of certain material terms of our compensation plans and arrangements is set forth below.

2015 Annual Incentive Plan. Annual incentive opportunities awarded to our NEOs are earned based on Company performance against one-year operating objectives and individual performance metrics. The actual amount of annual incentive earned by each executive officer in 2015 pursuant to the individual performance portion is reported in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table. Annual incentive plan thresholds, targets and maximums are identified for each NEO in the Estimated Future Payouts under the “Non-Equity Incentive Plan Awards” column of the “2015 Grants of Plan-Based Awards” table above. Additional information regarding the design of the annual incentive plan is included in the Compensation Discussion and Analysis section.

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401(k) Plan. We sponsor a tax-qualified 401(k) Plan in which eligible salaried employees may participate, either a basic plan or an enhanced plan put into place following the 2008 freeze of certain benefits payable to non-grandfathered employees under the USRIP as summarized below. In 2015, depending on eligibility, we matched either 50% of the first 6% of pay, or 100% of 4% of pay an employee contributed on a pre-tax or after-tax basis to the plan (subject to the government limit on compensation, or $265,000 in 2015) (the “basic plan”). Participants other than the NEOs also receive a direct Company contribution (the “enhanced plan”), under which Equifax may make a contribution of between 1.5% and 4% of pay based on years of service, even if employees do not choose to make a 401(k) plan contribution, and also may provide a 100% match on employee 401(k) Plan contributions up to 4% of pay compared to a 50% match on the first 6% of employees’ contributions in the previous 401(k) Plan.

Defined Benefit Pension Plan. We maintain a retirement program for active U.S. employees, the U.S. Retirement Income Plan, or USRIP. The USRIP has been frozen for U.S. employees who did not meet certain grandfathering criteria (i.e., those employees who were not retirement-eligible on the freeze date, which includes all of the NEOs), and provide these employees and certain other employees not eligible to participate in the USRIP with an enhanced 401(k) Plan described above. The pension plan amendments freeze service credit as of December 31, 2008, and salary increases as of December 31, 2012. The NEOs participate in a Supplemental Retirement Benefit Plan described below and do not participate in the enhanced 401(k) Plan. The changes did not affect our U.S. retirees, former employees with vested benefits or employees who were eligible to retire prior to January 1, 2009 (the “grandfathered group”). Members of the grandfathered group who were still employed on December 31, 2014 had their pension benefits fully frozen on this date.

Executive Life and Supplemental Retirement Benefit Plan. The Executive Life and Supplemental Retirement Plan provides executive life insurance benefits, which may also include capital accumulation benefits. The plan’s grantor trust is used to ensure that the insurance premiums due under this plan are paid in case we fail to make scheduled payments following a change in control, as defined in the trust agreement. The plan was amended and restated effective July 2002 to provide that executive officers will receive only life insurance benefits and no retirement benefits under the plan, in order to make permanent our suspension of premium payments after July 30, 2002 in compliance with Sarbanes-Oxley Act prohibitions against company loans to their executive officers.

For executive officers, the amount that the Company paid for the current life insurance benefit (or imputed loan interest amounts on grandfathered premiums paid prior to the effective date of the Sarbanes-Oxley Act) is included in the Summary Compensation Table on page 41 under the heading “All Other Compensation.”

Employment Contract with Mr. Smith

We have an employment agreement with a single executive, Mr. Smith, for retention purposes. His amended employment agreement as Chairman and CEO is automatically extended for additional one-year periods unless either party gives the other party notice of nonrenewal at least 12 months prior to the end of the applicable term. Mr. Smith’s annual base salary of $1.45 million is subject to annual performance-based review and upward adjustment, and he is eligible for an annual target incentive bonus of 105% of his annual base salary, depending on the achievement of performance criteria established by the Compensation Committee. Mr. Smith was credited with five years of service under the SERP when he joined the Company in August 2005, which made him vested in his SERP benefit upon date of hire as described under “Pension Benefits at 2015 Fiscal Year-End” on page 46. The employment agreement also includes general severance protections described below.

Under Mr. Smith’s agreement, in the event of his separation from service as defined under Code Section 409A other than for Cause or voluntary termination without Good Reason, or a Change in Control of the Company followed by Mr. Smith’s termination by the Company other than for Cause, Disability or death, or his voluntary termination for Good Reason (as such terms are defined in the agreement), he will receive, among other payments previously disclosed, (i) a cash payment for accrued annual bonus equal to the highest annual bonus earned under the Company’s executive bonus plan with respect to the three calendar years immediately preceding the date of termination, prorated for the number of days in the current fiscal year through the date of termination; and (ii) a severance payment equal to his highest annual bonus earned under the executive bonus plan with respect to the three calendar years immediately preceding the year of termination. In a change in control event, Mr. Smith would receive three times (i) the amounts described in the previous sentence and (ii) his highest base salary over the preceding 12 months. If Mr. Smith is terminated for Cause or he voluntarily terminates employment during the employment period without Good Reason, his employment agreement terminates without further obligations to Mr. Smith, other than for the payment of accrued obligations (including prorated base salary, accrued pay in lieu of unused vacation, and any vested compensation previously deferred by him, but excluding the pro rata bonus), and the payment or provision of other benefits required which he is eligible to receive under any plan, program policy or practice of the Company to the extent available or provided to other senior executives serving on the senior leadership team of the Company.

Mr. Smith’s amended employment agreement also provides for a six-month delay in payment of termination compensation in the event that he is a “specified employee” under Section 409A at the time of his termination, and restricts the timing for payment of any tax gross-up amounts that may become due under the arrangement.

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Outstanding Equity Awards

OUTSTANDING EQUITY AWARDS AT 2015 FISCAL YEAR-END (AS OF DECEMBER 31, 2015)