UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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EQUIFAX INC.

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

Dear Fellow Shareholder:

As we approach our 2018 Annual Meeting of Shareholders, your Board of Directors reaffirms its commitment to oversight, accountability and transparency on behalf of Equifax’s shareholders. We take this opportunity to provide you with an update on some of the actions taken in response to last year’s cybersecurity incident, many of which are based on feedback from our engagement with consumers, customers, shareholders and other key stakeholders over the past several months. Additional details on these actions are included in the Proxy Statement.

As has been reported in the press and detailed in our public statements, in 2017, we experienced a cybersecurity incident following a criminal attack on our systems that involved the theft of certain personally identifiable information of U.S., Canadian and U.K. consumers. We understand that being the holder of consumer information carries with it enormous responsibility to protect that data, and we recognize that we need to regain trust.

Following discovery of the cybersecurity incident, your Board has worked tirelessly to independently investigate the incident and take action on behalf of shareholders. Since the cybersecurity incident was first reported to the Board, the Board and its committees have met over 75 times, in addition to numerous informal update sessions.

Your Board is committed to strengthening our data security infrastructure to prevent this type of incident from happening again. Our continued security enhancement efforts are designed to both address the identified causes of the cybersecurity incident, and to position Equifax as an industry leader in data security going forward. To that end, we have taken actions in furtherance of our commitment to cybersecurity and Board oversight:

We Investigated and Oversaw the Company’s Response to the Incident

We Implemented Leadership Changes within Management and the Board

We Took Decisive Compensation Actions

Our Commitment to Our Shareholders

Since the announcement of the cybersecurity incident in September, Equifax management and individual Board members have conducted outreach meetings with shareholders representing approximately 55% of our shares. The invaluable feedback we received from our investors has informed our Board’s decision-making with respect to our leadership, governance processes, disclosure and business strategy.

Our efforts are ongoing, and we are committed to keeping you, as our shareholders, informed. We value the frank and constructive dialogue we have had with our shareholders over the past several years, and in particular, the conversations with our shareholders during recent months. We intend to continue our engagement with you as we navigate this challenging time for the Company.

As we look ahead, we are confident in our core strategy, committed to faster innovation and industry-leading cybersecurity, and resolute in our goal of increasing shareholder value for many years to come.

We value your feedback and thank you for your continued support of Equifax.

Sincerely,

Mark L. Feidler

Non-Executive Chairman of the Board of Directors

April 2, 2018

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

Notice of 2018 Annual Meeting of Shareholders

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.

Proxy materials were first sent to shareholders beginning on April 2, 2018.

By order of the Board of Directors,

Lisa M. Stockard

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 3, 2018. The Notice, Proxy Statement and Annual Report to are available at www.proxyvote.com.

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. - 2018 Proxy Statement    7

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

How Our Company is Responding

 

		ENHANCING DATA SECURITY—OUR HIGHEST PRIORITY     •   Data is at the core of our business and our highest priority is protecting and safeguarding the information with which we have been entrusted •   We are committed to being an industry leader in information technology and information security management, and we are undertaking significant steps to enhance our data security infrastructure and help ensure the protection of consumer information •   We appointed Jamil Farshchi as our new Chief Information Security Officer. Mr. Farshchi has broad experience with cybersecurity incident remediation, having previously served as CISO at The Home Depot •   We have outlined five key areas of focus and we are making substantial progress in each of them: –  Increasing endpoint visibility and preventing intrusions   –  Establishing strict access rules and controls to protect sensitive data and applications   –  Implementing additional monitoring and protection capabilities   –  Improving operational compliance and reducing IT systems risk   –  Enhancing data governance, structure and decision-making mechanisms
		TRANSFORMATION FROM WITHIN     •   In October 2017, we appointed a Chief Transformation Officer, reporting to the CEO, who is overseeing our response to the cybersecurity incident and driving global efforts aimed at rebuilding trust with our stakeholders while helping to ensure long-term business success •   Under the oversight of our Transformation Office, we continue to make progress on our four transformational pillars –  Protecting and empowering consumers   –  Rebuilding confidence with customers and partners   –  Leading industry collaboration related to data security and consumer identity protection   –  Transforming IT and security risk
		PROVIDING NEW SERVICES TO CONSUMERS      • Following announcement of the cybersecurity incident, we made TrustedID® Premier, our identity theft protection and credit file monitoring service, available for free to all U.S. consumers for 12 months for those who signed up by January 31, 2018, regardless of whether they were affected by the incident  • We are offering free credit freezes for Equifax credit files through June 30, 2018  • We have launched our Lock & Alert™ service that allows U.S. consumers to quickly lock and unlock their Equifax credit file, online or through an app—for free, for life
		ENGAGEMENT WITH STAKEHOLDERS      •   In addition to shareholders, we have engaged extensively with many other stakeholders, including consumer groups, customers and partners, regulators and legislators  •   We are committed to transparent and frequent communication with all of these stakeholders  •   Our management team and our Board have reviewed and considered feedback from these stakeholders and that feedback has informed many of the responsive actions described in this Proxy Statement
		FOCUS ON OUR LONG-TERM BUSINESS STRATEGY      •   We remain focused on our long-term business strategy to enhance shareholder value and deliver sustainable growth  •   We remain dedicated to the five strategic imperatives that have underpinned our success over the past decade and believe the changes we are making will help build a better Equifax for the future

 

EQUIFAX INC. - 2018 Proxy Statement    11

Our Director Nominees

 

Our Board recommends that you vote FOR each of the director nominees named below for terms that expire at the 2019 Annual Meeting. This year’s Board nominees include Mark Begor, our new CEO, and two new independent directors—Scott McGregor, former President and CEO of Broadcom Corporation, and Robert Selander, former President and CEO of Mastercard. The following table provides summary information about each nominee, and you can find additional information under “Proposal 1, Election of Director Nominees” on page 15.

 

MARK W. BEGOR	MARK L. FEIDLER	G. THOMAS HOUGH	ROBERT D. MARCUS	SIRI S. MARSHALL
Chief Executive Officer	Non-Executive Chairman	Retired Americas Vice	Former Chairman and	Retired SVP, General
of Equifax Inc.	Founding Partner of	Chair of Ernst & Young LLP	Chief Executive Officer of	Counsel and Chief
(effective April 16, 2018)	MSouth Equity Partners	Age: 63	Time Warner Cable Inc.	Governance & Compliance
Age: 59	Age: 61	Director since 2016	Age: 52	Officer of General Mills,
Director effective April 2018	Director since 2007	Committees:	Director since 2013	Inc.
	Committees:	Audit, Technology	Committees:	Age: 69
	Compensation, Governance		Compensation (Chair),	Director since 2006
			Governance	Committees:
				Compensation,
				Governance (Chair)

SCOTT A. MCGREGOR	JOHN A. MCKINLEY	ROBERT W. SELANDER	ELANE B. STOCK	MARK B. TEMPLETON
Former President and	Chief Executive Officer of	Former President and	Former Group President	Retired President and
Chief Executive Officer of	SaferAging, Inc. and Co-	Chief Executive Officer of	of Kimberly-Clark	Chief Executive Officer of
Broadcom Corporation	Founder of LaunchBox	Mastercard Incorporated	International	Citrix Systems, Inc.
Age: 61	Digital	Age: 67	Age: 53	Age: 65
Director since 2017	Age: 60	Director since 2018	Director since 2017	Director since 2008
Committees:	Director since 2008		Committees:	Committees:
Technology	Committees:		Technology	Audit, Technology
	Audit,
	Technology (Chair)

 

 

EQUIFAX INC. - 2018 Proxy Statement    14

PROPOSALS TO BE VOTED ON

PROPOSAL 1 Election of Director Nominees

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 10 nominees for election listed below have consented to being named in this Proxy Statement and to serve if elected. This year’s nominees include our newly-appointed CEO and two new independent directors. 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 2017. All except one of the directors then serving attended the 2017 annual meeting of shareholders. In addition, each nominee then serving was elected at the 2017 annual meeting of shareholders.

Our director nominees 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 23, 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

	MARK W. BEGOR
		Director effective April 16, 2018 Age 59		Mr. Begor was appointed as our Chief Executive Officer and as a director effective April 16, 2018. Prior to his appointment, Mr. Begor was a Managing Director in the Industrial and Business Services group at Warburg Pincus, a global private equity investment firm, since June 2016. Prior to Warburg Pincus, Mr. Begor spent 35 years at General Electric Company (“GE”), a global industrial and financial services company, in a variety of operating and financial roles. During his career at GE, Mr. Begor served in a variety of roles leading multibillion dollar units of the company, including President and CEO of GE Energy Management from 2014 to 2016, President and CEO of GE Capital Real Estate from 2011 to 2014, and President and CEO of GE Capital Retail Finance (Synchrony Financial) from 2002 to 2011. Mr. Begor served on the Fair Isaac Corporation (FICO) board of directors since 2016, but will resign in connection his appointment as our Chief Executive Officer.
	Overview of Board Qualifications   Mr. Begor is being nominated for election to the Board of Directors in connection with his appointment as our Chief Executive Officer. The Board believes that it is important at this time to have the Company’s Chief Executive Officer also serve as a director. The Board values Mr. Begor’s broad depth of leadership experience, including 35 years at General Electric, and his proven track record of growing and strengthening businesses.

EQUIFAX INC. - 2018 Proxy Statement    15

	MARK L. FEIDLER
		Director since 2007 Age 61 Independent   Non-Executive Chairman of the Board Compensation Committee Governance 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, technology and risk management are an important resource for our Board.

	G. THOMAS HOUGH
		Director since 2016 Age 63 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.

	ROBERT D. MARCUS
		Director since 2013 Age 52 Independent   Compensation Committee (Chair) Governance Committee		Former 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 was named a director of Time Warner Cable Inc. in July 2013 and served as President and Chief Operating Officer from 2010 to 2013. Prior thereto, he was Senior Executive Vice President and Chief Financial Officer from January 2008 and Senior Executive Vice President from August 2005. Mr. Marcus joined Time Warner Cable Inc. from Time Warner Inc. where he held various senior positions from 1998. From 1990 to 1997, he practiced law at Paul, Weiss, Rifkind, Wharton & Garrison.   Other Public Directorships    •  Ocean Outdoor Limited
	Overview of Board Qualifications   Mr. Marcus has extensive operating, financial, legal and regulatory experience through his position as Chairman and CEO of Time Warner Cable, 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.

EQUIFAX INC. - 2018 Proxy Statement    16

	SIRI S. MARSHALL
		Director since 2006 Age 69 Independent   Compensation Committee Governance Committee (Chair)		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 as 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 as a 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.

	SCOTT A. MCGREGOR
		Director since 2017 Age 61 Independent   Technology Committee		Former President, Chief Executive Officer and Director of Broadcom Corporation, a world leader in wireless connectivity, broadband and networking infrastructure. Mr. McGregor served in those positions from 2005 until the company was acquired by Avago in 2016. From 2016 to 2017, Mr. McGregor served on the board of directors of Xactly Corporation. Mr. McGregor served on the board of directors of Ingram Micro, Inc. from 2010 to 2016. From 2001 to 2005, Mr. McGregor served as President and Chief Executive Officer of the Philips Semiconductors division of Royal Philips Electronics. Prior thereto, Mr. McGregor was head of Philips Semiconductors’ Emerging Business unit from 1998. Mr. McGregor served in various senior management positions of Santa Cruz Operations, Inc. from 1990 to 1997.   Other Public Directorships    •  Applied Materials, Inc.
	Overview of Board Qualifications   Mr. McGregor has extensive executive management, cybersecurity, information technology and risk management experience gained in over ten years as President and Chief Executive Officer of Broadcom and in senior positions at Royal Philips Electronics. This experience is particularly important to us as we continue to focus on strengthening our data protection systems and cybersecurity defenses.

	JOHN A. MCKINLEY
		Director since 2008 Age 60 Independent   Audit Committee Technology Committee (Chair)		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, including data and cybersecurity, risk management and capital investments. The Board also values his technology and industry experience gained from his twelve years as a partner in Ernst & Young’s financial services technology practice, as well as his entrepreneurial insights.

EQUIFAX INC. - 2018 Proxy Statement    17

	ROBERT W. SELANDER
		Director since 2018 Age 67 Independent		Former President and Chief Executive Officer of Mastercard Incorporated and Mastercard International from 1997 to 2010. He joined Mastercard International Inc. in 1994, where he served as President of Mastercard’s Europe, Middle East, Africa and Canada regions until his appointment as President and Chief Executive Officer. Prior to Mastercard, he spent 20 years with Citicorp/Citibank, N.A., where he held several leadership positions including managing parts of Citibank’s Consumer Financial Services business in the United States, Brazil, Puerto Rico and the United Kingdom.   Other Public Directorships    •  HealthEquity, Inc. (Non-Executive Chairman)  •  The Western Union Company
	Overview of Board Qualifications   Mr. Selander has extensive global business, leadership and financial services experience gained in over 13 years as President and Chief Executive Officer of Mastercard Incorporated and Mastercard International and in senior positions at Citibank. Mr. Selander also has substantial board of director experience having served as a director of Mastercard Incorporated, Mastercard International, the Hartford Financial Services Group, Inc., The Western Union Company and HealthEquity, Inc.

	ELANE B. STOCK
		Director since 2017 Age 53 Independent   Technology Committee		Former 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 January 2017. From 2012 to 2014, Ms. Stock was the Global 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 65 Independent   Audit 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 and President of Citrix Systems, Inc. from 2001 to 2015 and 1998 to 2015, respectively. From 1995 to 1998, Mr. Templeton served as Vice President, Marketing, of Citrix Systems, Inc. Prior to Citrix Systems, Inc., he served as Executive Vice President for Softblox, Inc., a software company, from 1993 to 1994 and Vice President, Marketing for Keyfile Corporation, a group collaboration software company, from 1991 to 1993.   Other Public Directorships    •  Keysight Technologies, Inc.  •  Arista Networks Inc.
	Overview of Board Qualifications   The Board highly values Mr. Templeton’s operating experience, leadership and perspective in business strategy, operations, technology and business growth. His counsel and insight in cybersecurity as well as technology opportunities and risks, particularly in the development and global marketing of advanced technology products, has direct application to our emphasis on technology and cybersecurity defense.

EQUIFAX INC. - 2018 Proxy Statement    18

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 the skills of our directors standing for election.

Experience, Expertise or Attribute

Begor

Feidler

Hough

Marcus

Marshall

McGregor

McKinley

Selander

Stock

Templeton

Executive Leadership & Business Operations

CEO Experience

CFO Experience

CTO Experience

EFX Industry Knowledge

Technology/Cybersecurity

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 “Corporate Governance Highlights” on page 13 for a summary of our key governance practices. In addition, following the 2017 cybersecurity incident, we conducted investor outreach meetings with shareholders representing approximately 55% of our shares. Our Non-Executive Chairman, Mark Feidler, and Siri Marshall, our Governance Committee Chair, undertook responsibility to engage in one-on-one meetings with investors and discuss concerns surrounding the cybersecurity incident directly with shareholders. Those conversations provided valuable insight that has informed the Board’s decision-making on several of the improvements to our corporate governance described in this Proxy Statement, including the enhanced clawback policy with a financial and reputational harm standard.

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 Governance Guidelines, our Board committee charters and our Code of Ethics and Business Conduct applicable to directors, officers and employees, are available at https://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. The Code of Ethics and Business Conduct provides our policies and expectations on a number of topics, including our commitment to good citizenship, providing transparency in our public disclosures, prohibiting insider trading, 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 Code or amendments applicable to any Board member or executive officer in 2017.

EQUIFAX INC. - 2018 Proxy Statement    19

Board Leadership Structure

The Board annually reviews its leadership structure, and our governance documents provide the Board with the flexibility to select the appropriate leadership structure for us at any given time. The Company previously combined the roles of Chairman and CEO. In light of the 2017 cybersecurity incident, and simultaneous with the appointment of our interim CEO, the Board determined to adjust its leadership structure to separate the roles of Chairman and CEO. Mark Feidler, who had previously served as a leader for the independent directors in his role as Presiding Director, was elected to the role of Non-Executive Chairman. The Board concluded that this new structure would allow our then-interim CEO to focus his attention on leading the Company’s strategic transformation and efforts to rebuild trust with shareholders, consumers, customers and other stakeholders.

In connection with the appointment of Mr. Begor as our new CEO, the Board re-evaluated the leadership structure and determined to retain the current structure of separate Chairman and CEO roles, with Mr. Feidler continuing to serve as our independent Non-Executive Chairman. This structure provides for direct independent oversight of management and clearly delineates the role of the Board as a source of insight and oversight for management. The Board believes this leadership structure, which also includes a majority independent Board and fully independent Board committees, best serves the objectives of the Board’s independent oversight of the Company’s business and affairs at this time.

NON-EXECUTIVE CHAIRMAN OF THE BOARD   Mark Feidler (appointed September 26, 2017)

 

The role and responsibilities of Non-Executive Chairman include:

 

•	Calling meetings of the full Board or of the non-management directors
•	Establishing the agenda for each Board meeting, in coordination with the CEO
•	Presiding at all sessions of the Board
•	Advising the CEO of decisions reached and suggestions made at the executive sessions of the non-management directors
•	Meeting directly with management and other employees of the Company
•	Calling special meetings of shareholders
•	Presiding at meetings of shareholders
•	Consulting and directing communication with shareholders, as appropriate
•	Facilitating communication between the directors and with the CEO

Annual Self-Evaluations

Our Board continually seeks to improve its performance. We have a rigorous annual Board and committee self-evaluation process, which presents the opportunity to examine the Board’s effectiveness and practices and identify areas for improvement. Our Governance Committee annually discusses what format to use for the Board evaluation.

Board Evaluation for 2017-2018

The Board periodically engages an independent consultant to facilitate its annual Board and committee self-evaluation process. For the 2017-2018 review cycle, the Board determined it was appropriate to engage an independent consultant, which concluded in the first quarter of 2018. In connection with the 2017-2018 self-evaluation process, the directors participated in one-on-one discussions with the independent consultant and discussed, among other things, opportunities to strengthen the effectiveness of the Board’s practices, structures, competencies and communications. The independent consultant reviewed the evaluation results with the full Board of Directors in February 2018.

EQUIFAX INC. - 2018 Proxy Statement    20

Committees of the Board of Directors

The Board has four 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 2017, the full Board held 26 meetings, 23 of them after being informed of the 2017 cybersecurity incident, reflecting the intense focus of the Board on matters related to the cybersecurity incident.

				Committee Memberships
Name and Occupation		Independent		Audit		Compensation		Governance		Technology
Robert D. Daleo(1)
Walter W. Driver, Jr.(1)
Mark L. Feidler
G. Thomas Hough
L. Phillip Humann(1)
Robert D. Marcus
Siri S. Marshall
Scott A. McGregor
John A. McKinley
Robert W. Selander(2)
Elane B. Stock
Mark B. Templeton
Meetings held in 2017				6		5		4		5

= Non-Executive Chairman

= Audit Committee Financial Expert

= Committee Chair

EQUIFAX INC. - 2018 Proxy Statement    21

Each committee operates pursuant to a written charter which is available on the Company’s website at www.equifax.com/about-equifax/corporate-governance. Following the 2017 cybersecurity incident, the Board approved amendments to the Technology and Audit Committee charters to enhance the Board’s oversight of cybersecurity risk. See “Proxy Summary—How Equifax is Working to Regain Your Trust” above and “Board Oversight of Risk” below for more information on these enhancements. The following summarizes the oversight responsibilities of each committee:

Audit Committee		•	Direct authority to appoint, review and discharge our independent auditors
		•	Reviews and pre-approves the services provided by our independent auditors and reviews the independence of that firm
		•	Reviews our audited and unaudited financial statements, earnings press releases and financial information and discusses the same with our independent auditors and management
		•	Reviews the integrity of our financial reporting process and the adequacy and effectiveness of our financial and information technology controls
		•	Oversees our regulatory compliance program and administers our Code of Ethics and Business Conduct
		•	Reviews our policies related to enterprise risk assessment and risk management
		•	Oversees our internal audit function
		•	Meets separately with the internal and external auditors to ensure full and frank communications with the Committee
			Coordinates with the Technology Committee on risk management with respect to cybersecurity
Compensation Committee		•	Approves and oversees our executive compensation programs and policies
		•	Determines executive officer compensation
		•	Conducts an annual risk assessment of our compensation programs
		•	Approves employee compensation and benefit plans
		•	Monitors the effectiveness and funded status of our retirement and 401(k) plans
		•	Advises management and the Board on succession planning and other significant human resources matters
Governance Committee		•	Reviews and makes recommendations to the Board regarding director nominees and director independence
		•	Makes recommendations to the Board with respect to Board and committee organization, membership and function
		•	Oversees an annual review of the effectiveness of the Board and its committees
		•	Recommends to the Board, and monitors compliance with, our Governance Guidelines and other corporate governance matters
		•	Exercises oversight of director compensation program and makes recommendations on such compensation for approval of the Board
Technology Committee			Oversees cybersecurity and technology-related risk management
		•	Oversees our technology strategy and significant technology investments
			Receives regular reports directly from the CISO, the Chief Technology Officer and the internal audit department, including in executive session without other members of management present
		•	Makes recommendations to the Board as to scope, direction, quality, investment levels and execution of technology strategies
			Oversees engagement of outside advisors to review the Company’s cybersecurity program
		•	Provides guidance on technology as it may pertain to, among other things, investments, mergers, acquisitions and divestitures, research and development investments, key competitor and partnership strategies and security concerns

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 director nominees (other than our new CEO, Mr. Begor) 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. 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 standing Committees are comprised solely of independent directors.

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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.

Since the cybersecurity incident, the Governance Committee and the Board have actively sought new directors that can provide valuable guidance as the Company continues to focus on strengthening the Company’s data protection systems and cybersecurity defenses and rebuilding the trust of consumers, shareholders, customers and other stakeholders. The Board believes that the addition of Scott McGregor in October 2017 and Robert Selander in March 2018 provides not only additional exceptional executive management experience, but also enhanced expertise in data security, cybersecurity, information technology and risk management.

Board Tenure and Refreshment

Pursuant to our Bylaws and Governance Guidelines, we have a mandatory retirement age of 72 (65 for employee-directors) after which a director will not be elected or re-elected unless he or she continues in a position or in business or professional activities or possesses special qualifications that the Governance Committee and Board determine would be of substantial benefit to the Company. The following table shows the tenure of our non-management directors, which is well distributed to create a balanced Board, with four new independent directors joining the Board over the last two years. Since 2013, we have decreased the average tenure of our independent director nominees from 10.4 years to 5.6 years. Individual and average tenure information for our Board (following election of the nine independent director nominees named in this Proxy Statement at the Annual Meeting) is as follows:

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 Non-Executive Chairman are provided with copies of the resumes for any potential candidates so identified and review them as appropriate with the Governance Committee, our CEO and the full Board. Messrs. Begor, McGregor and Selander were each identified as potential candidates by an independent executive search consultant.

Our Governance Committee determines the selection criteria and qualifications for director nominees. As set forth in our Governance Guidelines, these criteria include, 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. With respect to recent additions to the Board, the Governance Committee was also very focused on expertise in data security, cybersecurity and information technology. Going forward, cybersecurity will be one of the skills that the Governance Committee will consider in its assessment of Board membership criteria. The Governance Committee and the Board also consider whether the candidate is independent under the standards described under “Director Independence” on page 22 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,

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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, when our CEO is a member of the Board, he or she may not serve on 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 December 3, 2018, 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 2019?” on page 73. 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, governance and company policies. 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 and Board members will participate in crisis management simulations and/or training with management. 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. Following the 2017 cybersecurity incident, the Board implemented enhanced Board-level engagement with respect to data security education and crisis management planning, including in connection with our new director orientation program.

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. Following the 2017 cybersecurity incident, our previous CEO, Rick Smith, retired, and the Board appointed Paulino do Rego Barros, Jr. as interim CEO. The Board then began a search for a new permanent CEO, considering candidates both from within and outside the Company. The Board engaged an executive search firm to assist in connection with the search. As a result of the search, on March 27, 2018, the Board appointed Mark Begor as our new CEO effective April 16, 2018. Mr. Begor’s background, experience and qualifications are directly in line with the criteria the Board identified as critical as part of its CEO succession plan.

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. In light of the recent appointment of a new CEO, the Compensation Committee will undertake refreshed succession and development plans, which will include continued practices such as monitoring each of the CEO’s direct reports for 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 comprehensive enterprise-wide risk management (“ERM”) program focused on the application of controls over the following areas:

The implementation and execution of our ERM program is supervised by the director of our internal audit department, with each business unit and corporate support unit having primary responsibility for assessing and mitigating risks within its respective areas of responsibility.

In an effort to strengthen our ERM program, we are in the process of implementing a new enterprise risk management framework, based on the “three lines of defense” model for establishing effective checks and balances, which is used by leading financial institutions.

LINES OF DEFENSE

 

1.				2.				3.
	OPERATIONAL				RISK OFFICE				INTERNAL AUDIT DEPARTMENT
The first line of defense, the operational line, is the business unit or corporate support unit, such as IT, data security, finance and human resources. Business unit and corporate support unit leaders are directly responsible for and manage risks.				The second line of defense provides risk oversight, which will be primarily conducted through the recently established Risk Office. The Risk Office will have a direct reporting line to the Board of Directors. The Risk Office will be responsible for establishing risk frameworks, policies and standards, performing independent risk-based monitoring and testing, and independently identifying and assessing material risks, including IT and data security risks.				The third line of defense, the internal audit department, as supplemented by third party support, will audit the effectiveness of the oversight of the second line of defense and perform direct audits of the first line of defense. Internal audit will be responsible for providing the Audit and Technology Committees and senior management with an independent assessment and assurance regarding the design and effectiveness of the risk management framework.

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Board Oversight of Risk

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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2017 Cybersecurity Incident and Board Oversight

Under the Board’s leadership and oversight, prior to the cybersecurity incident, the Company had devoted significant resources to implementing and operating a comprehensive data security program based on recognized industry standards and frameworks. The program consisted of administrative, physical and technical safeguards that were regularly reviewed and enhanced given the evolving cybersecurity threat environment. The safeguards included specialized personnel, extensive policies, workforce education and investments in technology-based capabilities and processes to identify and respond to vulnerabilities and other threats.

In connection with these efforts, we incurred significant costs and expect to incur additional significant costs as we take further steps to prevent unauthorized access to our systems and the data we maintain. Our continued security enhancement efforts are designed to both address the identified causes of the cybersecurity incident, and to position Equifax as an industry leader in cybersecurity going forward.

		Heightened Board-Level Engagement
		Since the cybersecurity incident was first reported to the Board, the Board and its committees have met over 75 times, in addition to numerous informal update sessions, reflecting the intense focus of the Board on matters related to the cybersecurity incident.   We implemented enhanced Board-level engagement on cybersecurity, with heightened Board attention to cybersecurity risks and trends and the Company’s approach to managing those risks.
		Broadened Technology Committee Responsibilities
		The Board broadened the Technology Committee’s scope to specifically include oversight of cybersecurity and technology-related risks and management’s efforts to monitor and mitigate those risks. In addition, the Board structured the Technology Committee’s oversight of data in a manner more similar to the Audit Committee’s oversight of the Company’s financial risks. As contemplated under its revised charter, the Technology Committee will engage an independent cybersecurity expert in order to gather insight on data security and technology issues and assess security remediation efforts within the Company.
		Formed Special Committee
		The Board formed a Special Committee in September 2017 to conduct an independent review of the cybersecurity incident, the Company’s response to it and all relevant policies and practices. See “Proxy Summary—How Equifax is Working to Regain Your Trust” on page 9 and “Review of Trading in Equifax Securities” on page 12.
		Enhanced Cybersecurity Defenses
		We continue to take significant steps to enhance our data security infrastructure and defenses. These enhancements include new and improved technical controls and procedures, the additional use of outside third party experts as well as personnel changes.   The personnel changes include hiring a new Chief Information Security Officer and adding other new security department personnel.
		Enhanced Risk Escalation and Disclosure Controls
		We enhanced our risk escalation processes to support rapid escalation and internal notification of cybersecurity incidents.   We have also enhanced our disclosure controls and procedures and related protocols to specifically provide that cybersecurity incidents are promptly escalated and investigated and reported to senior management, and where appropriate, to the Board of Directors.
		Implemented Changes to ERM Program
		As noted above, we are in the process of implementing a new ERM framework based on the three lines of defense model for establishing effective checks and balances, which is used by leading financial institutions.

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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 Person 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 2017, the Company was not a participant in any 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 30 and “Director Compensation” on page 61.

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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 30. 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 2017 executive compensation program aligned closely with our performance and shareholder interests following the 2017 cybersecurity incident. Furthermore, we took actions and made changes to our compensation program in response to the incident.

Board Recommendation

Our Board believes that the information provided above and within the “Executive Compensation” section of this Proxy Statement demonstrates that our executive compensation program is designed appropriately and is working to ensure that management’s interests are aligned with those of our shareholders 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.

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

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This CD&A discusses the compensation decisions for the NEOs listed in the Summary Compensation Table on page 46 of this Proxy Statement. The NEOs are:

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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 42 and “Compensation Consultant Services and Independence” on page 43.

Typical Compensation Elements and Objectives

Benchmarking Process and Use of a Peer Group

We consider market pay practices and our relative size and performance versus peers when setting target pay opportunities for our executives, in addition to evaluations of individual performance. The Compensation Committee uses benchmarking as one of several inputs for decision-making with respect to setting competitive executive pay levels.

In 2017, we conducted a detailed market review of executive pay to evaluate each element of pay competitiveness, reviewed pay practices of our peers and the broader market, 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 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 2017 as compared to 2016. The Committee began reevaluating the peer group in 2017 and will continue its review during 2018.

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Peer Group for Performance Shares

The 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 that a broader peer group is more appropriate for evaluating TSR performance for performance shares issued under our LTI program. Therefore, the Compensation Committee uses the companies in the S&P 500 Index (of which we are a member) as the comparator group for that purpose.

Use of “Tally Sheets” and Wealth Accumulation Analysis

In 2017, 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. Tally sheet review did not lead to any specific compensation program changes.

Other Factors Considered in Setting Pay Opportunities for NEOs

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

Analysis of 2017 Compensation Decisions

2017 Former CEO Compensation

On September 26, 2017, Mr. Smith retired as CEO and Chairman of the Board. See “Potential Payments Upon Termination or Change In Control” on pages 54 and 57 for a discussion of his separation arrangements.

In 2017, Mr. Smith’s base salary and target annual incentive opportunity remained unchanged from 2016. His base salary was $1,450,000 and his target annual incentive opportunity was 105% of his base salary. In connection with his retirement, the Company and Mr. Smith agreed that he would not receive a payout under the 2017 AIP. Mr. Smith’s 2017 target LTI award (approved in February 2017) was $8,120,500, compared to $7,651,500 in 2016, reflecting an increase in his LTI opportunity corresponding to the constant sample general industry market movement for total compensation for chief executive officers in the Aon Hewitt Total Compensation Measurement database.

2017 Interim CEO Compensation

On September 26, 2017, Mr. Barros was appointed as our interim Chief Executive Officer. The Compensation Committee approved adjustments to his compensation package to reflect the changed scope of his role. During the period of time he serves as interim Chief Executive Officer, he receives a monthly cash payment of $25,000 in addition to his existing $470,000 annual base salary. When he became interim CEO, he continued to participate in the AIP with a target opportunity of 60% of his modified base salary with a maximum payout of 120% of salary. He also received a one-time appointment grant of $1.5 million in time-vested RSUs which vest three years from the grant date. Mr. Barros’s existing special cash incentive opportunity of $500,000, for which he became eligible upon assuming the role of interim Chief Executive Officer, will be paid on April 16, 2018.

Prior to his appointment as interim Chief Executive Officer, Mr. Barros served in two other senior leadership roles during 2017, and his AIP opportunity was linked to the performance targets specific to those roles. While in both roles, he participated in the LTI program for our Senior Leadership Team, and received an annual equity grant in February 2017 consisting of TSR performance shares, Adjusted EPS performance shares, time-vested RSUs and stock options. He received a base salary increase of 3.5% effective February 18, 2017. As President—U.S. Information Solutions (“USIS”) from January 1, 2017 to June 30, 2017, he participated in the AIP for the USIS business unit. As President—Asia Pacific from July 1, 2017 to September 25, 2017, he participated in Business Unit Plan for the International business unit.

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2017 Other NEO Compensation

In February 2017, the Compensation Committee took the following actions with respect to 2017 compensation for the NEOs other than the former CEO and interim CEO:

2017 Annual Cash Incentive Structures and Outcomes

Summary

Despite the achievement of corporate and business unit financial goals, no annual cash incentive awards were paid to our NEOs with respect to 2017 performance due to the cybersecurity incident.

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 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, economic and industry conditions, industry sector performance and the views of our shareholders.

The 2017 corporate financial performance goals for the NEOs with Company-wide responsibilities were based on Corporate Adjusted EPS (used to measure profitability) and Corporate Operating Revenue (used to measure top line business growth). We refer to this as the Corporate Plan. The financial goals for 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 Corporate Adjusted EPS (to emphasize profitability of the Company as a whole). We refer to these as Business Unit Plans.

Establishment of Corporate-Level Financial Goals

The Compensation Committee established corporate financial goals required to earn a cash incentive award for 2017 in a manner that was designed, within reasonable limits, to encourage achievement that exceeds target goals and penalize underachievement. We set challenging but achievable goals, including maximum payout opportunities requiring exceptional performance, for the Company and our executives in order to drive the achievement of our short- and long-term objectives. In 2017, Messrs. Smith, Gamble and Kelley were participants in the Corporate Plan. For the portions of 2017 that Mr. Barros served as interim CEO (September 26, 2017 to December 31, 2017) and Mr. Loughran served as Chief Marketing Officer (January 1, 2017 to June 30, 2017), they were participants in the Corporate Plan and their performance goals under the AIP were solely corporate-level financial goals.

The corporate-level financial goals under the AIP were as follows:

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Pursuant to the terms of the AIP, awards are subject to the Committee’s authority to reduce awards through the exercise of its negative discretion and an individual award limit of $5 million. See “—Elimination of 2017 Annual Incentive Awards” below for a description of the Board’s use of this negative discretion with respect to 2017 AIP awards.

Establishment of Business Unit-Level Financial Goals

The Compensation Committee established a Business Unit Plan for the Workforce Solutions, USIS and International business units. The Compensation Committee establishes business unit-level financial goals required to earn a cash incentive award for 2017 in a manner designed, within reasonable limits, to encourage achievement that exceeds target goals and penalizes underachievement. Each Business Unit Plan included a corporate-level financial goal (Corporate Adjusted EPS) at a 30% weighting.

For the portions of 2017 that Mr. Barros served as President–USIS (January 1, 2017 to June 30, 2017) and President–Asia Pacific (July 1, 2017 to September 25, 2017), he participated in the Business Unit Plan for the applicable business unit. For the portions of 2017 that Mr. Loughran served as President–USIS (July 1, 2017 to December 31, 2017), he participated in the Business Unit Plan for the USIS business unit. Mr. Ploder participated in the Business Unit Plan for the Workforce Solutions business unit.

The 2017 business unit objectives for Mr. Barros (during the portion of 2017 he participated in a Business Unit Plan), Mr. Ploder and Mr. Loughran (during the portion of 2017 he participated in a Business Unit Plan) were established as follows:

Establishment of Individual Performance Objectives

Individual personal objectives are specific to each executive officer position and in 2017, included:

Personal objectives for the NEOs and other senior management were set at the start of 2017 and approved by the CEO. Typically 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. These performance evaluations are subject to the review and approval of the Compensation Committee, which also evaluates the performance of the CEO in a similar manner, with input from the full Board.

For the 2017 fiscal year, the plan structure set individual performance rating categories and award opportunities at 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).

Elimination of 2017 Annual Incentive Awards

The Board exercised its negative discretion to eliminate the 2017 annual incentive awards for the Senior Leadership Team. As a result, the Board eliminated approximately $1.3 million of annual incentive compensation that would otherwise have been earned for 2017 by our NEOs other than our former CEO. In connection with his retirement, the Company and Mr. Smith agreed that he would not receive an $874,957 annual cash incentive award for 2017. Annual incentive awards 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). Set forth in the table below are the target incentives, maximum performance factors and weightings, along with the 2017 awards that would have been payable to the NEOs but for the negative discretion the Committee exercised in response to the cybersecurity incident.

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For purposes of this table, it is assumed each NEO attained the rating “achieves expectations” for his individual results.

Long-Term Equity Incentive Compensation

Summary

In 2017, the NEOs received annual equity awards comprised of a mix of performance shares, RSUs and stock options. Each NEO’s incentive grant was comprised of an equal value of TSR performance shares (25%), Adjusted EPS performance shares (25%), RSUs (25%) and stock options (25%), as described in detail below. The Committee’s purpose in establishing this award mix 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.

The Committee considers individual performance relative to the prior year and the prior year’s awards in granting long-term incentives. 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 long-term incentive awards to executive officers other than the CEO, the Committee considers numerous factors including the benchmarking data described above, individual performance, the 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).

Performance Shares

Performance shares are granted based on two different metrics: TSR and Adjusted EPS.

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TSR PERFORMANCE SHARES: PERFORMANCE/PAYOUT SCALE

RSUs

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. 

Stock Options

The exercise price of stock options is equal to the fair market value of our stock on the grant date. The stock options vest ratably over three years, assuming continued employment with the Company. The term of the stock options is generally 10 years from the grant date, with certain exceptions in connection with a termination of employment or job elimination. Stock options granted in 2017 were underwater (exercise price above the stock price) as of December 31, 2017.

Determination of 2017 LTI Grant Values

The Compensation Committee determined long-term incentive grant values by establishing a dollar value for each NEO other than the former CEO and then converting this dollar value to a number of performance shares, RSUs and stock options based on a stock price of $129.93 at February 16, 2017. The number of stock options granted is equal to the market value allocated to that component divided by 25% of fair market stock value on grant date.

The Committee approved equity awards to the NEOs on February 16, 2017. The following table details the target grant value used by the Compensation Committee to determine the number of performance shares, RSUs and stock options. Actual grant date values, computed in accordance with applicable accounting standards, are disclosed in the “2017 Grants of Plan-Based Awards” table on page 48. 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 2017 TARGET GRANT VALUE FOR ANNUAL EQUITY AWARDS

2017 Promotional LTI Awards

In recognition of their promotions during 2017, in addition to the annual LTI award grant Messrs. Barros and Loughran were granted additional LTI awards with grant date fair values of $1,500,000 and $250,000, respectively. Mr. Barros’s award recognized his promotion to interim CEO and was comprised solely of RSUs vesting on the third anniversary of the grant date. Mr. Loughran’s award recognized his promotion to President–USIS and was comprised equally of stock options and RSUs that vest on the third anniversary of the grant date.

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2015-2017 Performance Share Awards

In February 2018, the Compensation Committee approved the vesting and payment of the FY2015-FY2017 performance shares at 169.2% of their target award level. The Compensation Committee did not have discretion to reduce or eliminate these payouts. 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, 2017. 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 2017 Fiscal Year-End” table on page 50. The FY2015-FY2017 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.

Retirement and Other Benefits

Our NEOs receive retirement, deferred compensation and other benefits that are designed to be part of a competitive package to attract and retain executive talent. We maintain the following retirement, deferred compensation and other benefit plans, in which all or some of our NEOs participate:

401(k) Plan. The 401(k) Plan is a tax-qualified defined contribution plan that permits eligible employees (including NEOs) to defer a portion of their compensation and receive Company matching contributions.

U.S. Retirement Income Plan. The U.S. Retirement Income Plan (the “USRIP”) is a tax-qualified defined benefit plan that covers eligible U.S. employees. The USRIP was frozen to new participants December 31, 2008, and, as a result, NEOs hired after that date, including Messrs. Barros, Gamble and Kelley, are not eligible to participate. Further, under the USRIP, service was frozen as of December 31, 2008, and pay was frozen as of December 31, 2012, for non-retirement eligible employees, including Messrs. Smith, Ploder and Loughran.

Supplemental Retirement Plan. The Supplemental Retirement Plan for Executives of Equifax Inc. (the “SERP”) covers our NEOs and certain senior executive officers designated by the Compensation Committee. The SERP provides monthly supplemental retirement benefits after retirement. The retirement benefit payable under the SERP is reduced by the benefit payable to the executive under the USRIP (if any). The SERP was closed to new participants after January 1, 2016. After that date, NEOs and other executives may instead be eligible to receive supplemental retirement contributions under the plan described below.

Supplemental Contribution Plan. In 2016, we amended the Executive Deferred Compensation Plan (the “EDCP”) to establish a supplemental retirement contributions program (the “Supplemental Contribution Plan”) for senior executive officers designated by the Compensation Committee. The Supplemental Contribution Plan provides for an annual contribution equal to 10% of the sum of the eligible executive’s base salary and bonus earned for the year. NEOs who participate in the SERP are not eligible to participate in the Supplemental Contribution Plan.

Executive Life and Supplemental Retirement Benefit Plan. The Executive Life and Supplemental Retirement Benefit Plan (the “Executive Life Plan”) provides executive life insurance benefits. The Executive Life Plan was closed to new participants at the end of 2007 and only Messrs. Smith and Ploder receive life insurance coverage under the plan.

Deferred Compensation Plans. The NEOs and other executives are eligible to participate in the Company’s non-qualified deferred compensation plans. These plans allow participants to elect to defer cash compensation and receipt of shares of Company stock on vesting of RSU awards. Deferred amounts are payable upon the executive’s retirement or other termination of employment.

Other Benefits. We provide our NEOs with benefits generally available to our U.S. employees, including medical, dental, vision, life insurance and disability insurance benefits. We also provide our NEOs with certain perquisites that the Company believes enhances their performance of services for the Company, including an annual physical, financial planning and personal liability insurance.

A more complete description of these plans is provided under “Additional Discussion of Material Items in Summary Compensation and Grants of Plan-Based Award Tables” on page 49, “Pension Benefits at 2017 Fiscal Year-End” on page 51 and “Non-Qualified Deferred Compensation” on page 53.

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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 former CEO, and $10,000 for other NEOs and the interim CEO ($12,500 in their first year for newly-hired executives); comprehensive medical examinations; executive life insurance coverage of $10 million for the former CEO and $3 million for Mr. Ploder; personal excess liability insurance ($10 million for the former CEO and $5 million for the other NEOs and the interim CEO); two club memberships for the former CEO used primarily for business purposes; and home security system monitoring expenses for the former CEO. In 2017, we provided relocation benefits to Mr. Barros in connection with his relocation to Atlanta as part of his appointment as interim CEO, as well as certain expatriate allowances associated with his overseas service prior to his relocation. We also provided tax gross-ups to Mr. Barros in connection with relocation payments, as his relocation was at the Company’s request. Our new CEO will not receive a number of perquisites provided to our former CEO, such as life insurance, home security and payment of club dues. The attributed costs of perquisites are included in the “All Other Compensation” column of the Summary Compensation Table on page 46 and Note 9 thereto. Since 2011, we no longer provide tax reimbursement on the value of the applicable perquisite other than relocation and foreign tax expenses.

Employment Agreements and Change in Control Severance Agreements

We entered into an employment contract with our former CEO, Mr. Smith, upon his hiring in 2005. The payouts to Mr. Smith upon his retirement under such agreement are discussed under “Potential Payments Upon Termination or Change In Control” on page 57.

On March 27, 2018, the Company entered into an employment agreement with Mr. Begor to serve as Chief Executive Officer (the “Begor Employment Agreement”). The term of the Begor Employment Agreement will commence on April 16, 2018, and will continue until terminated in accordance with its terms. Under the Begor Employment Agreement, Mr. Begor’s base salary is $1.5 million, subject to increase, but not decrease, by the Board or the Compensation Committee, and he is eligible for an annual incentive bonus of 100% of his annual base salary (the “Target Annual Bonus Opportunity”) with a maximum payout of 200% of annual base salary, depending on the achievement of performance criteria established by the Board. For 2018, Mr. Begor’s Target Annual Bonus Opportunity will be pro-rated.

Under the Begor Employment Agreement, Mr. Begor will be granted an initial equity award with a value of $7 million, consisting of (i) $3.5 million in performance shares, (ii) $1.75 million in time-based RSUs and (iii) $1.75 million in stock options. In addition, Mr. Begor will be awarded a one-time special grant in the amount of $10 million, comprised of equity awards in the same proportions as the initial equity award above (the “Special Award”). Mr. Begor will be eligible to receive additional equity grants beginning in 2019, as determined by the Board or the Compensation Committee in its sole discretion, provided that the total value at grant will be at least $7 million annually. Mr. Begor’s equity awards, other than his Special Award, will be subject to the Company’s enhanced clawback policy adopted in March 2018. Mr. Begor will participate in the Company’s incentive, savings, retirement and welfare benefit plans and programs made available to newly-appointed senior executives. Mr. Begor will also receive perquisites that the Chief Executive Officer of the Company is generally entitled to receive, including diagnostic health care, financial planning and tax preparation services allowance.

If Mr. Begor is terminated by the Company without “cause” (other than due to “disability” or death) or resigns for “good reason” (each as defined in the Begor Employment Agreement), he will be entitled to receive, provided he signs a release of claims against the Company and complies with applicable restrictive covenants, (i) a severance payment equal to twice the sum of (x) his annual base salary and (y) his target annual bonus opportunity for the year of termination, (ii) any accrued but unpaid annual bonus plus a pro rata annual bonus for the year of termination, (iii) full acceleration of vesting as of the termination date of the Special Award (subject, in the case of performance-based awards, to certification by the Board of the Company’s performance), (iv) for all other equity awards, continued vesting under the Company’s equity incentive plan until the second anniversary of the termination date (subject, in the case of performance-based awards, to certification by the Board of the Company’s performance), with vested stock options being exercisable until the second anniversary of termination (or, to the extent such options vest within the 90 days before such second anniversary, until such 90 day period after such vesting has elapsed) (but not beyond their original expiration date) and (v) access to the Company’s health plan for two years or the lesser period permitted by the Company’s general benefits plans and applicable law and monthly payments of or an amount equal to premiums for continuation of healthcare coverage under Section 4980B of the Code or comparable law (“COBRA”) for 24 months.

If Mr. Begor is terminated by the Company without “cause” (other than due to “disability” or death) or resigns for “good reason” within the period six months prior to and two years after a “change in control” (each as defined in the Begor Employment Agreement), he will be entitled to receive, provided he signs a release of claims against the Company and complies with applicable restrictive covenants, (i) a lump sum payment equal to three times the sum of (x) his annual base salary and (y) his target annual bonus opportunity for the year of termination, (ii) any accrued but unpaid annual bonus plus a pro rata annual bonus for the year of termination, (iii) full vesting of any outstanding equity awards (subject, in the case of performance-based awards, to the determination of achievement of the performance measures in accordance with the applicable award agreement and incentive plan) and (iv) access to the Company’s health plan for two years or the lesser period permitted by the Company’s general benefits plans and applicable law and monthly payments of or an amount equal to premiums under COBRA for 24 months.

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Mr. Begor will be required to own and hold Company stock having a value equal to six times his annual base salary within five years of his appointment.

The Begor Employment Agreement contains confidentiality, non-competition and non-solicitation restrictions during the term of the Begor Employment Agreement and for certain specified periods thereafter, that are comparable to the restrictions applicable to other senior executives.

Except as described above, employment agreements are not used with respect to any other executive officer, each of whom is employed on an “at will” basis.

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) previously provided an exemption from the $1 million cap for compensation qualifying as “performance-based.” We designed our 2017 annual incentive and long-term incentive programs for NEOs to qualify for that exemption, though the portion of the former CEO’s base salary that exceeded $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 2017 annual incentives for NEOs were capped at 1.5% of 2017 operating income ($14.2 million) for the former CEO and 0.5% of 2017 operating income ($4.7 million) for each other NEO, and the Compensation Committee made the vesting of all performance shares and RSUs awarded in 2017 subject to the same cap based on the Company’s total operating income for the applicable three-year vesting period.

As a result of new tax legislation that was enacted December 22, 2017, the exemption for performance-based compensation has been repealed effective for tax years beginning after December 31, 2017, and the number of employees who will be considered “covered employees” subject to the Section 162(m) limit has been expanded to include the Chief Financial Officer (who was previously excluded) and certain former NEOs. As a result of these changes, compensation in excess of $1 million paid to executive officers covered by Section 162(m)’s deduction limit will not be deductible in 2018 or future years unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017 and not materially modified on or after such date. The Compensation Committee has taken steps that it deemed appropriate with the intention of preserving the deductibility of certain awards granted prior to the enactment of this tax legislation. Due to the uncertainties of the scope of the transition relief, however, there are no assurances that any compensation paid to our covered employees will be or will remain exempt from Section 162(m)’s deduction limit.

The Compensation Committee will continue to consider these implications, including the potential lack of deductibility under Section 162(m), when making compensation decisions, but the Compensation Committee reserves the right to provide compensation that does not qualify under Section 162(m).

If the payments to an NEO in connection with 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 and related income taxes. 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, including the excise tax gross-up payment. 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. Begor, Gamble and Kelley).

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 NEOs. Our 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. In addition, for the 2018 Annual Incentive Plan, the Committee considered recommendations from members of management concerning additional performance metrics related to cybersecurity. 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.

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

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

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 2017: 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 regular 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 2017, 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.

Policies on Clawback of Incentive Compensation

Enhanced Clawback Policy. In March 2018, the Company adopted an enhanced clawback policy. The policy covers all employees, including executive officers, and applies to equity awards and other incentive compensation awarded to such employees (including the awards granted to each of our NEOs on March 5, 2018). The policy will not apply to the Special Award to our new CEO as described under “Employment Agreements and Change in Control Severance Agreements.” The Compensation Committee has discretion to apply the policy to recover and recoup incentive compensation in all of the events described below.

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The provisions of the policy are summarized in the table below:

The policy also provides that the Company will disclose its decision to take action, the number of employees impacted and their seniority, and the aggregate amount of the clawback/forfeiture if the underlying circumstances of the misconduct are publicly disclosed. The policy provides that the Committee may limit or eliminate disclosure if the events are not publicly disclosed or if disclosure would be likely to result in or exacerbate any litigation or other proceeding against the Company or its officers or directors, violate applicable law with respect to privacy, violate legal privilege or breach a contractual obligation.

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 shares 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.

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 our new CEO and our other senior executives are required to acquire and hold Equifax common stock with a market value of six times base salary and three times base salary, respectively, 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. As of December 31, 2017, all of our executive officers were in compliance with our stock ownership requirements.

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.

Actions Taken with Respect to 2018 Compensation

As part of our shareholder engagement program, we discuss a range of topics with investors, including executive compensation. During 2016, the Compensation Committee had undertaken a holistic review of our LTI program. After taking into account shareholder feedback to consider an additional LTI performance measure, the Committee changed the 2017 LTI award mix to consist of performance shares tied to three-year relative cumulative TSR (weighted 25%), performance shares tied to three-year cumulative Adjusted EPS (25%), stock options (25%) and time-based RSUs with a three-year cliff vesting schedule (25%).

Following the 2017 cybersecurity incident, the Compensation Committee undertook another comprehensive review of our short- and long-term incentive compensation program with the assistance of its independent compensation consultant. The Committee took into consideration the perspective of our shareholders, many of whom were supportive of our efforts to ensure our compensation program provides appropriate incentives for executives with responsibility for managing data security. The Committee also considered shareholder feedback regarding the appropriate LTI metrics for the Company’s program in view of the cybersecurity incident.

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The Committee’s purpose was to ensure compensation is aligned with strategic transformation efforts and Company-wide focus on data security, while also ensuring that the Company can attract and retain talented employees in order to create value for shareholders. On that basis, the Committee approved the following changes with respect to 2018 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, Humann, Feidler, Marcus and Templeton were the members of the Compensation Committee during 2017. 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 2017.

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Summary Compensation Table

The following table presents information regarding compensation of the NEOs for services rendered during 2017, 2016 and 2015. 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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2017 Grants of Plan-Based Awards

Set forth below is information regarding awards provided to the NEOs in 2017. 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.