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.

(Name of Registrant as Specified In Its Charter)

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

Dear Shareholders:

Together with the Equifax management team, we are focused on enhancing financial value, driving operational growth and advancing the interests of our shareholders. We are pleased to update you on the significant financial, operational and governance actions and shareholder outreach efforts undertaken over the last year.

Financial Highlights

Under the leadership of our CEO, Rick Smith, Equifax has achieved outstanding growth and performance since September 2005, including total shareholder returns 103% greater than the S&P 500 Index shareholder return and market capitalization growth from $4.3 billion to $15.7 billion. We produced record results in 2016, enabling us to make significant investments to secure future growth while delivering outstanding shareholder returns. During the past year, we completed the largest acquisition in our history, developed and delivered powerful new analytical insights and expanded our global presence. We also returned significant capital to our shareholders through a total of $157.6 million in dividends. Together, our Board, executive management and all other Equifax team members are building a company that is positioned for future growth and continued profitability.

Shareholder Engagement and Corporate Governance

Pursuant to our Board-directed shareholder engagement program, we are engaged in thoughtful and constructive dialogue with a significant portion of our shareholder base. Interactions with investors have provided us with valuable feedback on our Board composition, corporate governance and executive compensation practices over the past year. During the past year, senior management connected with approximately 60% of our shareholder base, including the majority of our top 50 shareholders. Below are just a few of the areas we focused on as part of our commitment to our Company and our shareholders.

1550 Peachtree Street, N.W.

Atlanta, Georgia 30309

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 (“SEC”). 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 24, 2017.

By order of the Board of Directors,

John J. Kelley III

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

Table of Contents

EQUIFAX INC. - 2017 Proxy Statement     5

PROXY SUMMARY

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

 

2016 Performance Highlights

 

Revenue: $3.1 billion, an 18% increase from 2015

Net income: $488.8 million, a 14% increase from 2015

Adjusted EPS:(1) $5.52, a 23% increase from 2015

Dividend payments to shareholders: $157.6 million,   a 14% increase from 2015

Adjusted EBITDA margin:(1) 35.8%, an increase of 110 basis points from 2015

 

Exceptional Long-Term Performance

 

Since Rick Smith joined the Company in September 2005 as our Chairman and CEO, he has driven exceptional financial performance and created significant shareholder value. Market capitalization of $15.7 billion at the end of February 2017 was 3.7 times the Company’s $4.3 billion market capitalization at the end of September 2005, and total shareholder return for the Company over this period was 294%, compared to 145% for the S&P 500 Index. A $100 investment made on September 30, 2005 in Equifax stock would be worth approximately $375 as of February 28, 2017, whereas the same investment in the S&P 500 Index would be worth approximately $192. The leadership and vision Mr. Smith has brought to the Company is particularly evident in our growth over the last five years:

 

•	10.7% compounded annual growth rate (CAGR) in operating revenue from continuing operations;
•	16.1% CAGR in net income from continuing operations;
•	17.0% CAGR in Adjusted EPS from continuing operations; and
•	15.6% CAGR in annual dividend payments.

 

Operating Revenue from Continuing Operations		Net Income from Continuing Operations
Adjusted EPS from Continuing Operations(1)		Annual Dividend Payments

 

(1)	Adjusted EPS and Adjusted EBITDA margin are non-GAAP financial measures. Reconciliation to the corresponding GAAP financial measures can be found under “GAAP/Non-GAAP Measures” on the Investor Relations page of our website at www.equifax.com.

 

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EQUIFAX INC. - 2017 Proxy Statement     7

EQUIFAX INC. - 2017 Proxy Statement     8

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 11 Director Nominees		FOR EACH NOMINEE		12
Proposal 2		Advisory Vote to Approve Named Executive Officer Compensation		FOR		23
Proposal 3		Advisory Vote on Frequency of Future Say-on-Pay Votes		ANNUAL VOTE		58
Proposal 4		Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for 2017		FOR		60
Proposal 5		Shareholder Proposal Regarding Political Contributions Disclosure		AGAINST		61

 

Proposal 1 — Election of 11 Director Nominees

 

The Board is asking you to elect the 11 nominees for director named below for terms that expire at the 2018 annual meeting. The directors will be elected by a majority vote. This year’s Board nominees include two new directors—Ms. Elane Stock, retired Group President, Kimberly-Clark International, and Mr. Thomas Hough, retired Americas Vice Chair, Ernst & Young LLP. These additions to our Board reflect our ongoing board refreshment strategy and further strengthen and diversify the skills and experiences the Board will rely on to lead the Company toward future growth. The following table provides summary information about each nominee, and you can find additional information under “Proposal 1, Election of 11 Director Nominees” on page 12.

 

Name		Age		Occupation		Independent		Board Committees
Robert D. Daleo		67		Retired Vice Chairman of Thomson Reuters				Audit (Chair) Compensation Executive
Walter W. Driver, Jr.		71		Chairman–Southeast of Goldman, Sachs & Co.				Governance
Mark L. Feidler		60		Founding Partner of MSouth Equity Partners				Executive (Chair) Technology
G. Thomas Hough		62		Retired Americas Vice Chair of Ernst & Young LLP				Audit Technology
L. Phillip Humann		71		Retired Executive Chairman of the Board of SunTrust Banks, Inc.				Compensation (Chair) Executive Governance
Robert D. Marcus		51		Non-Executive Chairman of Ocelot Partners Limited				Compensation Governance
Siri S. Marshall		68		Retired Senior Vice President, General Counsel, Secretary and Chief Governance and Compliance Officer of General Mills, Inc.				Compensation Executive Governance (Chair)
John A. McKinley		59		Chief Executive Officer of SaferAging, Inc. and Co-Founder of Launchbox Digital				Audit Executive Technology (Chair)
Richard F. Smith		57		Chairman and Chief Executive Officer of Equifax Inc.				None
Elane B. Stock		52		Retired Group President of Kimberly-Clark International				Technology
Mark B. Templeton		64		Retired Chief Executive Officer, President and Director of Citrix Systems, Inc.				Compensation Technology

 

= Presiding Director

 

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EQUIFAX INC. - 2017 Proxy Statement   11

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 11 nominees for election listed below have consented to being named in this Proxy Statement and to serve if elected. This year’s nominees include two new directors, Ms. Elane Stock and Mr. Thomas Hough. 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 during 2016. In addition, each nominee then serving attended the 2016 annual meeting of shareholders and was re-elected at such meeting.

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 Membership Criteria and Nomination Processes” on page 20, 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. Presented below is biographical information for each of the nominees.

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

Our Director Nominees

ROBERT D. DALEO
	Director since 2006 Age 67 Independent Audit Committee (Chair) Compensation Committee Executive Committee		Retired Vice Chairman of Thomson Reuters, a global provider of integrated information solutions to business and professional customers. 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. From 1994 to 1997, 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 71 Independent 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. - 2017 Proxy Statement   12

MARK L. FEIDLER
	Director since 2007 Age 60 Independent   Presiding Director Executive Committee (Chair) 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 Board.

G. THOMAS HOUGH
	Director since 2016 Age 62 Independent   Audit Committee Technology Committee		Retired Americas Vice Chair of Ernst & Young LLP, an international public accounting firm. Based in New York, he was Vice Chair of Assurance Services of Ernst & Young from 2009 to July 2014, and Americas Vice Chair until his retirement in September 2014. Mr. Hough joined Ernst & Young in 1978 and became a partner in 1987. During his career at Ernst & Young, he led various teams across the firm, including serving as Vice Chair and Southeast Area Managing Partner from 2000 to 2009 and Vice Chair of Human Resources from 1996 to 2000.   Other Public Directorships   •  Publix Super Markets, Inc.   •  Federated Fund Family
Overview of Board Qualifications   Mr. Hough brings invaluable experience in audit, accounting, finance and corporate governance. His background in financial accounting and risk management, including leadership experience at a major international accounting firm, is of particular importance to our Board.

L. PHILLIP HUMANN
	Director since 1992 Age 71 Independent   Compensation Committee (Chair) 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)
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 25 years of service on our Board and at other public companies.

EQUIFAX INC. - 2017 Proxy Statement   13

ROBERT D. MARCUS
	Director since 2013 Age 51 Independent   Compensation Committee Governance Committee		Non-Executive Chairman of Ocelot Partners Limited, a special purpose acquisition company incorporated in the British Virgin Islands and listed on the London Stock Exchange, since March 2017. He was Chairman and Chief Executive Officer of Time Warner Cable Inc., a provider of video, high-speed data and voice services, from January 2014 to May 2016. He served as President and Chief Operating Officer of Time Warner Cable Inc. from 2010 to 2013. Prior thereto, he was Senior Executive Vice President and Chief Financial Officer from January 2008 and Senior Executive Vice President from August 2005. Mr. Marcus joined Time Warner Cable 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.
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 68 Independent   Governance Committee (Chair) 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 Direct Relief and the Yale Law School Center for the Study of Corporate Law, and on the Board of Advisors of Manchester Capital Management, Inc. During the past five years, Ms. Marshall also served as a director of Alphatec Holdings, Inc., provider of spinal fusion technologies, BioHorizons, Inc., a dental implant and biologics company, and a Distinguished Advisor to the Straus Institute for Dispute Resolution. In February 2011, Ms. Marshall received the Sandra Day O’Connor Board Excellence Award from DirectWomen.   Other Public Directorships   •  Ameriprise Financial, 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.

JOHN A. MCKINLEY
	Director since 2008 Age 59 Independent   Technology Committee (Chair) 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.

EQUIFAX INC. - 2017 Proxy Statement   14

RICHARD F. SMITH
	Director since 2005 Age 57 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.

ELANE B. STOCK
	Director since 2017 Age 52 Independent   Technology Committee		Retired Group President of Kimberly-Clark International, a division of Kimberly-Clark Corporation, a leading global consumer products company. She served in that position from 2014 until her retirement in January 2017. From 2012 to 2014, Ms. Stock was the Group President for Kimberly-Clark Professional, and from 2010 to 2012, she was the Chief Strategy Officer of Kimberly-Clark Corporation. Prior to Kimberly-Clark, Ms. Stock was the National Vice President of Strategy for the American Cancer Society from 2008 to 2010 and Regional Manager of Georgia Pacific’s (Koch Industries) Color-Box business from 2007 to 2008. From 1992 to 2001 and 2005 to 2007, she held progressive management positions at McKinsey & Company.   Other Public Directorships   •  YUM! Brands, Inc.
Overview of Board Qualifications   Ms. Stock brings extensive strategy, diversified operations and multi-national experience in leading global consumer and B2B businesses. Her expertise in branding, marketing, sales, strategic planning and international business development is particularly important as Equifax develops and markets new products and services for consumers and businesses across the world.

MARK B. TEMPLETON
	Director since 2008 Age 64 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. - 2017 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. This matrix highlights the depth and breadth of skills on the Board.

Experience, Expertise or Attribute	Daleo	Driver	Feidler	Hough	Humann	Marcus	Marshall	McKinley	Smith	Stock	Templeton
General Management & Business Operations
CEO Experience
CFO Experience
CTO Experience
EFX Industry Knowledge
Technology
Finance/Financial Industry
Accounting
Risk Management
International Business
Strategy Development
Mergers & Acquisitions
Consumer Marketing
Legal/Regulatory
Corporate Governance

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 several years has prompted review of and changes to our governance practices, and our Board remains committed to continuous improvement. See “Governance Highlights” on page 8 for a summary of our key governance practices, including a description of our new proxy access bylaw provision and recent enhancements to our oversight of political engagement activities.

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 our 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 Equifax Inc., Attn: Office of Corporate Secretary, 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 2016.

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Board Leadership Structure

The Board annually reviews its leadership structure. The Board believes its current leadership structure and composition, along with the strong leadership of our independent directors (11 of 12 current 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:

EQUIFAX INC. - 2017 Proxy Statement   17

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. In 2016, the Board held six meetings.

		Committee Memberships
Name and Occupation	Independent	Audit	Compensation	Executive	Governance	Technology
James E. Copeland, Jr.
Robert D. Daleo
Walter W. Driver, Jr.
Mark L. Feidler
G. Thomas Hough
L. Phillip Humann
Robert D. Marcus
Siri S. Marshall
John A. McKinley
Richard F. Smith
Elane B. Stock
Mark B. Templeton
Meetings held in 2016		5	4	0	4	4

	= Presiding Director
	= Audit Committee Financial Expert
	= Committee Chair

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:

EQUIFAX INC. - 2017 Proxy Statement   18

Director Independence

Our Governance Guidelines provide that a substantial majority of our Board should be independent. Our Guidelines for Determining the Independence of Directors, which may be accessed on our website at www.equifax.com/about-equifax/corporate-governance, meet or exceed the requirements of SEC rules and regulations and the NYSE listing standards.

The Board has affirmatively determined that all directors, except Mr. Smith who is an officer of the Company, are independent under the applicable NYSE listing standards, 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. Specifically, in the case of Mr. Hough, the Board considered his former employment with Ernst & Young and the fact that his son is a non-executive employee of the Company. After evaluating these relationships, including discussions with Mr. Hough and Ernst & Young, the Board determined that Mr. Hough’s independence is not impaired. The Board views the independence analysis as an ongoing consideration and will continue to monitor these relationships.

Each director is an equal participant in decisions made by the full Board. All of our Board committees are comprised of independent directors.

Board Refreshment and Succession Planning

The Governance Committee regularly assesses the requirements of the Board and makes recommendations 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 reflecting a diversity of experiences, gender, ethnicity and age. As part of its ongoing strategic review regarding Board refreshment, the Governance Committee seeks to anticipate future needs for expertise in new and emerging markets, technology, security and regulatory compliance, while also enhancing the diversity on our Board.

Board Tenure and Refreshment. The following table shows the tenure of our non-management directors, which is well distributed to create a balanced Board. Mr. Copeland will reach the mandatory retirement age of 72 prior to our Annual Meeting and thus not stand for re-election, and Messrs. Driver and Humann are scheduled to reach the mandatory retirement age prior to our 2018 annual meeting. In view of these scheduled retirements, the Governance Committee has been actively engaged in a process, with the assistance of an executive search firm, to effect a smooth transition of the Board, to fill the gaps in experience these vacancies may create. To that end, since our last annual meeting of shareholders, we have added two new independent directors to our Board—Ms. Elane Stock and Mr. Thomas Hough.

Since 2013, we have appointed three new independent directors and decreased the average non-management tenure of our director nominees from 10.4 years to 8.8 years. Individual and average tenure information for our Board (following election of the 11 director nominees named in this Proxy Statement at the Annual Meeting) is as follows:

TENURE OF NON-MANAGEMENT DIRECTORS

EQUIFAX INC. - 2017 Proxy Statement   19

Director Membership Criteria and Nomination Processes

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. Ms. Stock was identified as a potential candidate by an independent executive search consultant and Mr. Hough was identified by our CEO and other members of the 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, independence from management, the ability to provide sound and informed judgment, a 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 19 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, among other things, diversity in gender, age, ethnicity 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 using the same process that applies to candidates identified by other sources. Shareholders wishing to make such a submission may do so by sending the following information to the Governance Committee by November 24, 2017, c/o Equifax Inc., Attn: Office of 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 our 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 or director nominee for the Annual Meeting of Shareholders in 2018?” on page 67. A copy of our Bylaws is available on our website at www.equifax.com/about-equifax/ corporate-governance or by writing to the Corporate Secretary.

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

Director Orientation and Continuing Education

Upon joining our Board, directors participate in an orientation program regarding 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.

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How We Manage Risk

We have a rigorous enterprise-wide risk management (“ERM”) program targeting controls over operational, financial, legal and regulatory compliance, reputational, technology, privacy, data security, strategic and other risks that could adversely affect our business. The program also includes crisis management, disaster recovery and business continuity planning. Our ERM 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. The implementation and execution of our ERM program is supervised by the director of our internal audit department.

Each business unit and corporate support unit has primary responsibility for assessing and mitigating risks within its respective areas of responsibility. Our CEO and senior leadership team receive comprehensive periodic reports on the most significant risks from the director of our internal audit department. In addition, our director of internal audit reports to the Audit Committee on a quarterly basis and reports annually to the full Board, as described below under “Board Risk Oversight.”

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.

The risk management roles and responsibilities of the Board and its committees are:

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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 2016, 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 “Executive Compensation” beginning on page 24 and “Director Compensation” on page 55 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 24. This vote is commonly 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 2016 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 OF THE RESOLUTION SET FORTH ABOVE.

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Critical, but less externally visible, improvements in the Company’s scale and operational performance have occurred in the areas of talent development and management, process improvements, platforms for growth, product diversification, global security, regulatory compliance, dividend growth and capital structure.

 

CEO Pay Element	Key Features
Base Salary	•	Unchanged for 2016 and unchanged since 2008. Since 2008, all increases indicated by benchmarking data have been applied to the performance-based component of Mr. Smith’s annual LTI opportunities. Since the Company’s adoption of performance shares in 2012, all increases indicated by benchmarking data have been applied to the performance share component of Mr. Smith’s annual LTI opportunities.
AIP Opportunity	•	Mr. Smith’s target annual incentive opportunity for 2016 was 105% of salary, unchanged from 2015 after a review of CEO market rate benchmarking.
	•	Goals weighted at 65% Corporate Adjusted EPS, 15% Corporate Operating Revenue and 20% individual performance, unchanged from 2015.
	•	Based on performance results relative to pre-established annual targets and individual performance objectives, Mr. Smith was awarded 200% of his target under the annual incentive plan, $3,045,000 in 2016, the same as in 2015.
2016 LTI Opportunity	•	Target LTI award was $7,651,500 in 2016 as compared to $6,823,900 in 2015, reflecting the application of all compensation increases to the performance share component of Mr. Smith’s annual LTI opportunity.
Annual Change in Pension Value	•	The present value of the accumulated benefit of Mr. Smith’s SERP and USRIP increased by $3,027,100, from $15,346,400 at December 31, 2015 to $18,373,500 at December 31, 2016, due largely to a decrease in the discount rate used to calculate the present value of future payments, from 4.99% to 4.34%.

 

Compensation Best Practices

 

What We Do

	Strong emphasis on performance-based compensation.		Rigorous executive compensation clawback policy.
	Double-trigger change-in-control cash severance benefits.		Anti-hedging and -pledging policy for officers and directors.
	Beginning in 2017, equity awards to our NEOs include a double-trigger change-in-control provision.		Independent Compensation Committee advised by independent compensation consultant.
	Mix of short-term and long-term incentives and performance metrics.   Capped annual and long-term incentive awards.		No re-pricing of underwater stock options.   No tax gross-ups for perquisites or new change-in-control agreements.
	Meaningful share ownership requirements for senior officers.

 

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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 as one input to decision-making with respect to setting competitive executive pay levels. For 2016, the benchmarking process was different for Mr. Smith compared to the other NEOs, for the reasons explained below.

CEO 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 2016 were 1% for base salary, 1.4% for target annual bonus and 7% for target long-term equity incentives, resulting in a 5% average annual increase in total compensation opportunities for Mr. Smith compared to the Company’s annualized average TSR over that period of 12.5%. 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:

CEO LONG-TERM INCENTIVE MIX

The table below compares the rate of change in 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 2011-2016:

COMPARISON OF CEO ANNUAL TOTAL DIRECT COMPENSATION
TO TSR PERFORMANCE

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Other NEO Benchmarking

For our NEOs, in 2016 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 2016 as compared to 2015.

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 create and sustain significant growth. We are at median in market capitalization relative to our peer group companies though below median in total revenue. This philosophy positions us for business expansion without undue cost to the Company.

Peer Group for Performance Shares

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, a broader peer group is more appropriate for evaluating TSR performance for performance shares 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 2016, the Compensation Committee’s independent compensation consultant prepared “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 for 2016.

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 2016 Compensation Decisions

2016 NEO Compensation

In February 2016, the Compensation Committee took the following actions with respect to 2016 compensation for the NEOs:

2016 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 Operating Revenue at the outset of the fiscal year, the Compensation Committee considered our financial results from the prior year and our annual operating budget for the coming year. The Committee also considered the history of attainment of goals in prior years, economic and industry conditions, industry sector performance and the views of our shareholders.

The 2016 corporate financial performance objectives for the NEOs with Company-wide responsibilities (Messrs. Smith, Gamble and Kelley and Ms. Rushing) were based on Corporate Adjusted EPS (used to measure profitability) and Corporate Operating Revenue (used to measure top line business growth). The financial objectives for Mr. Ploder, as business unit leader, were focused primarily on relevant business unit revenue and operating income performance (used to measure unit growth and profitability), as well as 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 2016 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. 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.

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 (the “Code”), as described under “Consideration of Certain Tax Effects” on page 37.

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Establishment of Business Unit-Level Financial Goals

The 2016 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 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; any unforeseen financial, operational and strategic issues of the Company; and any other relevant information. 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 2016 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 2016 individual performance ratings are described below for each NEO, all of whom had objectives related to people, including talent development and 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.

2016 Annual Cash Incentive Awards

In February 2017, the Committee reviewed each NEO’s performance against the pre-established 2016 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 2016 awards for the NEOs, are set forth in the table below. A description of how 2016 incentive awards were achieved follows the table.

(1)   The maximum incentive for each is 200% of Target.

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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 2016. These objectives included:

John Gamble, Corporate Vice President and Chief Financial Officer

Mr. Gamble achieved a rating of “Distinguished” on his individual objectives for 2016. These objectives included:

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

Mr. Kelley achieved a rating of “Distinguished” on his individual objectives for 2016. These objectives included:

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Rodolfo O. Ploder, President – Workforce Solutions

Mr. Ploder achieved a rating of “Distinguished” on his individual objectives for 2016. His objectives included:

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

Ms. Rushing achieved a rating of “Exceeds” on her individual objectives for 2016. These objectives included:

Long-Term Equity Incentive Compensation

Summary. In 2016, the NEOs received annual equity awards comprised of a mix of performance shares and RSUs.

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The Committee considers individual performance relative to the prior year and the prior year’s awards in granting RSUs and performance shares. 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 performance share and RSU awards to executive officers other than the CEO, and the Committee considers numerous factors, including the benchmarking data described above, individual performance and the Company’s annual budget for equity awards and 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 2016 declined to 0.4%, from 0.5% in 2015. See “CEO Benchmarking” on page 28 for a discussion of how the CEO’s long-term incentive opportunity was calculated.

Performance shares will be earned, if at all, based on the percentile ranking of the Company’s cumulative TSR compared to the TSR of the companies in the S&P 500 Index (as constituted on the initial grant date, subject to certain adjustments) after a three-year performance period. This metric aligns with shareholder interests as higher cumulative TSR results in higher returns for shareholders as well as ensuring a correlation between performance and payouts. Performance shares granted prior to 2017 do not accrue dividend equivalent units. The number of performance shares payable is the target award multiplied by a percentage (from 0% to 200%) calculated by taking the average of the payout percentages achieved for each of the last four quarters of the performance period, based upon the Company’s cumulative TSR percentile ranking through the end of each such quarter. Basing the award payout on each of the last four quarters of the three-year performance period is designed to counterbalance potential late performance period volatility and reflect performance over the whole period. See “Actions Taken with Respect to 2017 Compensation” on page 40 for information regarding the 2017 performance share grants.

Payouts for the performance shares awarded on February 18, 2016 will be as follows in February 2019, with straight-line interpolation between the threshold and maximum levels:

PERFORMANCE SHARE 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. RSUs granted prior to 2017 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. See “Actions Taken with Respect to 2017 Compensation” on page 40 for information regarding the 2017 RSU grants.

For Section 162(m) purposes so that such compensation may be tax-deductible by the Company, the Compensation Committee made the vesting of all performance shares and RSUs awarded in 2016 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 2016 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 performance shares and RSUs based on a stock price of $100.89 at February 18, 2016, using pre-arranged proportions for each. The CEO’s mix was not pre-determined and the final mix of 70% performance shares/30% RSUs resulted from applying the full indicated pay increase to performance shares. The mix was 66⅔% performance shares and 33⅓% 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.

2016 Long-Term Incentive Awards. The Committee approved equity awards to the NEOs on February 18, 2016. The following table details the target grant value used by the Compensation Committee to determine the number of performance shares and RSUs. Actual grant date values, computed in accordance with applicable accounting standards, are disclosed in the “2016 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.

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FEBRUARY 2016 TARGET GRANT VALUE FOR EQUITY AWARDS

2014-2016 Performance Share Awards

In February 2017, the Compensation Committee approved the vesting and payment of the FY2014-FY2016 performance shares at 200% 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, 2016. The number of performance shares payable was the target award multiplied by a percentage (from 0% to 200%) that was calculated by taking the average of the payout percentages achieved for each of the last four quarters of the performance period, based upon the Company’s cumulative TSR percentile ranking through the end of each such quarter, as shown in the “Outstanding Equity Awards at 2016 Fiscal Year-End” table on page 45. The FY2014-FY2016 performance share awards were granted to our NEOs (other than Mr. Gamble, who was not then an executive officer of the Company) in February 2014.

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.

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 and Ploder and Ms. Rushing. Messrs. Gamble and Kelley were hired after the date on which the USRIP was closed to new hires and thus have no benefit under the USRIP (see “Defined Benefit Pension Plan” on page 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, 2016 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 2016 Fiscal Year-End” on page 46.

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:

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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; 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.

Employment Agreement 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 under “Employment Agreement with Mr. Smith” on page 44 and following 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 Code Section 162(m) 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 2016 annual incentives for NEOs were capped at 1.5% of 2016 operating income ($12.9 million) for the CEO and 0.5% of 2016 operating income ($4.3 million) for each other NEO, and the Compensation Committee made the vesting of all performance shares and RSUs awarded in 2016 subject to the same cap based on the Company’s total operating income for 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 may be 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

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and annual award amounts, are presented to the Compensation Committee for approval. Members of management play various additional roles in this process:

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

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 2016: 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 2016, 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- 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.

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Stock Ownership Requirements

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

The following table sets forth the stock ownership requirements and current holdings for the CEO and other NEOs as of December 31, 2016:

STOCK OWNERSHIP AS MULTIPLE OF BASE SALARY

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, officers and employees. We also prohibit our directors and executive officers from holding our stock in a margin account or pledging our stock as collateral for a loan.

Policies on Clawback of Incentive Compensation

Our Compensation Committee has adopted an incentive compensation “clawback” policy. Under this policy, in the event of a material restatement of the Company’s financial results, the Committee has authority to direct the recovery of any excess incentive compensation (including bonuses, annual incentive awards and performance-based equity awards predicated on achievement of financial results) awarded to any employee, if the Committee determines such employee engaged in misconduct (i.e., a knowing violation of SEC rules or Company policy that contributed to the need for the restatement). In addition, in the event a performance measure for a fiscal period is restated or otherwise adjusted in a manner that would reduce the size of the award or payment, the Committee has authority to direct the recovery of any excess incentive compensation awarded to any executive officer (including the NEOs), regardless of fault. In the case of any employee who engaged in misconduct, the Committee may take other remedial and recovery action, beyond recovery of the excess compensation. The right to recovery applies to incentive compensation received during the three years prior to the date on which the Company is required to restate its financials or the date on which the Company discovers the misconduct, as applicable.

Under the terms of award agreements issued under our 2008 Omnibus Incentive Plan, employees, including the NEOs, who violate the agreement’s non-compete, non-solicitation and non-disclosure restrictions 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 RSUs received during the period beginning six months prior to the date of the violation. In addition, 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.

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Actions Taken with Respect to 2017 Compensation

As part of our Board-directed shareholder engagement program, in 2015 and 2016, we discussed a range of topics with investors, including executive compensation. Certain of our shareholders encouraged us to consider an additional performance measure for our LTI program. As a result of that shareholder feedback and the fact that our LTI program last underwent an overall structural and market review in 2011, during 2016 the Compensation Committee performed a holistic review of our LTI program, with the assistance of its independent compensation consultant.

The Committee’s purpose was to ensure that long-term incentive pay opportunities remain primarily performance-based but become more diversified in terms of performance metrics, as well as provide more line-of-sight and become nearer to market in design. On that basis, the Committee approved the following changes with respect to 2017 long-term incentive compensation:

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, Marcus and Templeton were the members of the Compensation Committee during 2016. 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 2016.

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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 2016, 2015 and 2014. 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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2016 Grants of Plan-Based Awards

Set forth below is information regarding awards provided to the NEOs in 2016. 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 24. A summary of certain material terms of our compensation plans and arrangements is set forth below.

2016 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 2016 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 “2016 Grants of Plan-Based Awards” table above. Additional information regarding the design of the annual incentive plan is included in the CD&A.

401(k) Plan. We sponsor a tax-qualified 401(k) Plan in which eligible salaried employees may participate, either a basic plan

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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 2016, 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 2016) (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, called 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 nonqualified supplemental retirement 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 for Executives of Equifax Inc. (the “SERP”) provides executive life insurance benefits, which may also include capital accumulation benefits. The SERP’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 SERP 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 Agreement 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 100% of his annual base salary with a maximum payout of 200% of annual base salary, depending on the achievement of performance criteria established by the Compensation Committee. Mr. Smith was credited with five years of service for all purposes under the SERP when he joined the Company in August 2005, and he was immediately vested in his SERP benefit upon date of hire as described under “Pension Benefits at 2016 Fiscal Year-End” on page 46. The employment agreement also includes the severance protections described below.

To the extent required by Section 409A, 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 at 2016 Fiscal Year-End