UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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EQUIFAX INC.

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The New Equifax:

Investing in Cloud Technology to Drive

Innovation and Growth

EQUIFAX INC  |  2020 Proxy Statement   3

Progress in our EFX2020 Transformation

In 2018, we unveiled our new strategic plan, EFX2020, which has served as a compass to direct our company through a period of recovery and rebirth. Rallying around seven critical imperatives detailed below, EFX2020 is positioning Equifax for growth and market leadership. Importantly, this plan leverages the benefits of our $1.25 billion investment in game-changing cloud technology and industry-leading security. The result has been a steady march toward a rebuilt, reenergized and refortified Equifax. The New Equifax.

One Equifax Team

Our people strategy has been anchored in building talent with diverse backgrounds and experiences while focusing on effectively operating as One Team, One Equifax. We have deployed a wholesale effort to attract top-tier talent in high-demand areas, such as technology and data and analytics, while investing in development so that our employees can stay in step with the cutting-edge direction of our business. We added cloud-based technology talent, upskilled and incentivized our sales teams, and introduced a more consultative approach to partnership-building to fully unlock the benefits of co-innovation. People are our most important asset!

Driving Growth

When our customers grow, we grow. So we continue to focus our unique combination of data assets, analytics delivery and leading technology to deliver solutions for our customers that help accelerate their growth. Our Workforce Solutions business is a tremendous growth engine for Equifax, delivering consistent, strong double-digit growth. This year we surpassed 100 million active records in The Work Number and now have half of the working U.S. population in our database! In 2019, we also focused heavily on growing by expanding our differentiated data sets, new products and partnerships and made a significant acquisition of PayNet to bolster our commercial credit data with their unique commercial leasing data. We launched more than 90 new products, and will use our unique data sets from partnerships such as Urjanet and Yodlee to fuel our future product development. By increasing our pace of innovation, improving relationships and developing new solutions with our customers’ needs in mind, we will continue to drive growth across our global footprint. We are a growth company.

Cloud-Native Technology

Our cloud technology transformation is the largest investment in our history and is a critical enabler to future-proofing Equifax. We expect that it will transform our entire business and allow us to deliver unique data, products and services that can only be delivered in a cloud data and technology environment. These new capabilities will accelerate our revenue as we roll them out to customers.

Some of the new and differentiated capabilities that we plan to bring to our customers include:

These market-leading capabilities will greatly streamline and increase customer engagement, innovation and service levels and be transformational in our industry.

Our market-leading cloud technology also will deliver meaningful reductions in our technology cost structures which we expect to enhance our margins and increase our cash generation. During 2019 alone, we decommissioned 4 data centers, more than 550 legacy servers and more than 475 legacy applications. Our cloud investment will differentiate Equifax in the marketplace, accelerate our growth, enhance our margins and increase our cash generation.

Customer Centricity

Last year we fully realized improvements from our 2018 realignment of our organization into our individual business teams, moving resources and decision making closer to markets and our customers. This change cut through red tape, sped up internal processes and focused all of our team on our customers and growth. In tandem, we increased sales resources in key markets, embedded D&A resources for co-development with customers, and are improving relationships with customers globally to better understand — and solve — their problems.

Our leadership team spent more time in 2019 dedicated to meeting directly with our customers to better understand their needs and open up new avenues for growth. We teamed up with FICO to introduce the Data Decisions Cloud, powered by Ignite^® and other joint products. This strategic partnership combines data pools and platforms from both companies, empowering financial institutions to make better decisions, get to market faster and quickly measure results for continuous improvement. As we move into our next phase of growth, we will enhance our capabilities around this type of shared value creation. Customers are at the center of all we do.

Market-Leading D&A

Our value proposition is rooted in proprietary data assets and analytics that drive enhanced decisioning for our customers. The heart of Equifax is our unique and differentiated data assets and analytics capabilities. As today’s data industry evolves, our 800 D&A professionals are focused on innovation for tomorrow. In 2018, we gained our first NeuroDecision^® Technology patent, marking the first machine-learning explainable credit scoring methodology shared with regulators and credit scoring experts. We were issued a second NeuroDecision^® patent in 2019, establishing clear market leadership in Explainable AI. Our NeuroDecision^® technology substantiates the impact of variables and the final decision with reason codes. It is now in use on more than 30 customer models, and we also are seeing rapid customer adoption of other innovative new products such as Ignite Direct, which saw utilization grow 300% last year.

Our acquisition of PayNet and our partnerships with Yodlee and Urjanet are helping us build new and differentiated data sets, which are fueling the development of multiple new scores for U.S. markets, as well as new solutions like the FICO Data Decision Cloud. We also are accelerating record growth for our core assets such as The Work Number, which saw 17% more active records and a 28x increase in the number of employers who contribute employee payroll data, expanding our total Work Number records to more than 100 million. We have an incredible appetite for new and differentiated data and we believe that more data delivers better decisions for our customers.

Consumer-Friendly CRA

In 2019, we focused on improving the consumer experience at every touchpoint. We have more than 26 million touchpoints with consumers around the globe every year. Our goal is to answer their questions quickly and solve their problems completely. We’re investing $75 million in new capabilities to support consumers. We launched a new IVR system that helps consumers resolve issues faster. We built a new service center staffed by 120 of our most skilled agents who focus on the most complex consumer problems. We launched our new myEquifax platform — which has quickly grown to more than 3.6 million subscribers — making it easier to place a security freeze or fraud alert or file a dispute. Building on the adoption of myEquifax, we created our first free product, Core Credit, a monthly Equifax credit report and VantageScore^® credit score for U.S. consumers. Since its launch in August 2019, Core Credit has more than 700,000 subscribers. We are investing to be the most consumer-friendly credit reporting agency.

EQUIFAX INC  |  2020 Proxy Statement   5

Industry Leader in Security

We made great progress to safeguard our assets and establish data security leadership in 2019. We invested in market-leading security technologies, strengthened our cloud protection and detection controls and regained key certifications in the U.S., Canada and the U.K. We unveiled a new Global Security Fusion Center in Atlanta designed to monitor and protect our global data assets from cyber attacks. We exceeded our annual cybersecurity performance goal as measured by an independent third party, and we are now moving to the forefront of the industry.

Further establishing our leadership and commitment to building trust with consumers and customers who use our products, we announced that we will be early adopters of the National Institute of Standards and Technology (NIST) Privacy Framework. This framework provides a robust lens through which companies can view the benefits of privacy. We understand people want more control over how their personal information is collected, used, shared and protected. We have committed to responsibly and appropriately using personal information and to properly balance privacy with the important role data plays in today’s modern economy. Security is in our DNA, and we are committed to leading our industry in security.

Positioned to Accelerate

We are moving into the most exciting chapter in Equifax’s 120-year history — where we will transition from transformation into acceleration. Our work over the past two years to rebuild our infrastructure and data assets in the cloud has laid a vital foundation for faster innovation, new products and growth. Now, we will build on that foundation, expanding our differentiated data sets and decisioning power to bring new and unique solutions to our customers. Our cloud technology investments will drive configurability, speed, always on stability, new product innovation, global product portability and industry-leading security.

Our cloud transformation journey is about far more than returning our company to where we were. It is a wholesale redesign of our data and technology architecture, capabilities and mindset. This will fuel our competitive advantage as we enter a new era of data, and it will drive an even more seamless experience for customers and consumers. Our cloud data, technology and security investments will enhance our market position, accelerate our revenue growth, expand our margins and increase our cash generation. This is the New Equifax.

Momentum is high as we drive the greatest sea change in our 120-year history. We are focused on the future and we are delivering for our team, customers and shareholders. We are energized about building the New Equifax.

Thanks for your support,

Mark W. Begor	Mark L. Feidler
Chief Executive Officer and Director	Independent Chairman of the Board of Directors

1550 Peachtree Street, N.W.

Atlanta, Georgia 30309

Notice of 2020 Annual Meeting of Shareholders

Time and date  May 7, 2020  9:30 a.m., Eastern Time	Place  Equifax Corporate Headquarters  1550 Peachtree Street, N.W., Atlanta, Georgia 30309*	Record date  March 6, 2020

Agenda

Record date

Proxies in the form furnished are being solicited by the Board of Directors of Equifax Inc. for this meeting or any adjournment or postponement thereof.

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 made available to shareholders beginning on March 27, 2020.

	By order of the Board of Directors,
	Lisa M. Stockard
March 27, 2020	Assistant Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 7, 2020. The Notice, Proxy Statement and Annual Report to are available at www.proxyvote.com.

* As part of our precautions regarding the coronavirus (COVID-19), we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be available at https://investor.equifax.com/.

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:

Via the internet	By telephone	By mail	In person
Visit the website listed on your proxy card	Call the telephone number on your proxy card	Sign, date and return your proxy card in the enclosed envelope	Attend the Annual Meeting and vote in person

Table of Contents 

Proxy Summary 

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

Equifax 2020 Annual Meeting Information 

Time  9:30 a.m., Eastern Time	Date  May 7, 2020	Place  Equifax Corporate Headquarters 1550 Peachtree Street, N.W. Atlanta, Georgia 30309*

In addition, shareholders may be asked to consider any other business properly brought before the meeting or any adjournment or postponement thereof. 

Voting and Admission Information 

Voting. Holders of our common stock as of the record date, March 6, 2020, are entitled to notice of and to vote at our 2020 Annual Meeting. Each share of common stock outstanding on the record date is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on at our 2020 Annual Meeting. Even if you plan to attend our 2020 Annual Meeting in person, please cast your vote as soon as possible.

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
Via the internet  Visit the website listed on your proxy card	By telephone  Call the telephone number on your proxy card	By mail  Sign, date and return your proxy card in the enclosed envelope	In person  Attend the Annual Meeting and vote in person

Admission. Equifax shareholders as of the record date are entitled to attend the 2020 Annual Meeting. To attend, shareholders must present proof of stock ownership and a valid photo ID. Please review the admission procedures in this Proxy Statement under “Questions and Answers about the Annual Meeting.”

* As part of our precautions regarding the coronavirus (COVID-19), we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be available at https://investor.equifax.com/. If you are planning to attend our meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the Annual Meeting.

Links to our website included in this Proxy Statement are provided solely for convenience purposes. Content on our website is not, and shall not be deemed to be, part of this Proxy Statement or incorporated herein or into any of our other filings with the Securities and Exchange Commission (the “SEC”).

EQUIFAX INC ❘ 2020 Proxy Statement 9

Our Company 

Overview 

Equifax Inc. is a global data, analytics and technology company. We provide information solutions for businesses, governments and consumers, and we provide human resources business process outsourcing services for employers. We operate or have investments in 27 countries in North America, Central and South America, Europe and the Asia Pacific region, and employ approximately 11,600 employees worldwide. 

EFX2020 Strategy 

In February 2019, we first outlined the key initiatives that comprise EFX2020, our three-year cloud technology, data and security transformation strategy. This strategy is designed to help focus our efforts on the following priorities:

Our business strategy is described in more detail in our 2019 Annual Report on Form 10-K filed with the SEC on February 20, 2020. Our 2019 progress against execution on our EFX2020 goals and link to our 2019 compensation program is described under “Executive Compensation―Compensation Discussion & Analysis―Executive Summary” beginning on page 34.

2019 Performance Highlights

* Adjusted EPS is a non-GAAP financial measure. Reconciliation of the Company’s non-GAAP financial measures to the corresponding GAAP financial measures can be found in Annex A to this Proxy Statement.

Our Purpose, Vision and Values

Our work is guided by our purpose, our vision and our shared values.

Our new and refreshed values were introduced in 2019 under the leadership of our CEO, working in collaboration with our senior leadership team. They define who we are and how we will act to fully realize and sustain our EFX2020 cloud technology, data and security transformation. They are a step forward to further align our behaviors and expectations with where our business is now—and where we are going. They are:

EQUIFAX INC ❘ 2020 Proxy Statement 11

Board Leadership and Composition

Board Leadership Structure 

Board Composition and Refreshment

Independent,  Diverse  and Refreshed Board

Shareholder Engagement

Our Director Nominees

Our Board recommends that you vote FOR each of the director nominees named below for terms that expire at the 2021 Annual Meeting. The following table provides summary information about each nominee, and you can find additional information under “Proposal 1, Election of Director Nominees” on page 17.

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CORPORATE GOVERNANCE HIGHLIGHTS
Independent Board	● 9 of our 10 director nominees are independent
Board Refreshment	● The Governance Committee has implemented a succession plan to identify highly-qualified and diverse director candidates taking into account scheduled retirements
	● Since 2017, the Board has appointed four new independent directors with expertise and skill sets in executive management, cybersecurity, technology and data and analytics, while also enhancing the gender diversity of the Board
	● The Board periodically engages an independent consultant to facilitate its annual Board and committee self-evaluation process
	● The Governance Committee will continue its ongoing succession planning in 2020 to identify additional highly-qualified and diverse director candidates
	● Upon election of the Board’s nominees at the 2020 Annual Meeting, the average independent director tenure will be 5.7 years
Board Diversity	● 30% of our Board members are women
Independent Board Chairman	● We have separated the roles of CEO and Chairman, with Mark Feidler serving as Independent Chairman of the Board
Annual Board Leadership Evaluation and Succession Planning	● The Board annually reviews the leadership structure to determine whether a combined Chairman and CEO role or separate roles is in the best interests of shareholders
	● The Board annually evaluates the CEO’s performance and conducts a rigorous review and assessment of the succession planning process for the CEO and other top officers
Annual Director Election	● Each director is elected on an annual basis
Limits on Outside Board Service	● Outside directors are limited to service on four other public company boards and our CEO is limited to two other public company boards
Director and Executive Stock Ownership	● Each independent director is required to own Equifax common stock with a market value of at least five times his or her annual cash retainer. New directors have five years to achieve the ownership requirements
	● Our CEO and our other senior executive officers are required to own Equifax common stock with a market value of at least six and three times their base salary, respectively, within five years of assuming their respective positions
Rigorous Trading Policy and Protocols	● We have implemented risk escalation processes to support rapid escalation and internal notification of potentially significant events, such as a potential security incident, including the impact of such events on our decision of whether to halt trading under our insider trading policy
	– We also broadened the group of employees subject to pre-clearance to include employees below the senior leadership team level
	– These refinements made to our trading policy and risk escalation notification procedures are designed to ensure that those with decision-making authority on trading restrictions and pre-clearance requests have notice of any potential security incident
	● Our insider trading policy prohibits our directors, officers and employees from owning financial instruments or participating in investment strategies that hedge the economic risk of owning Equifax stock
	● We prohibit directors, officers and other employees from pledging Equifax securities as collateral for loans (including margin loans)
	● In 2019, we implemented a new policy that prohibits our CEO and other senior executives from purchasing or selling Equifax securities except pursuant to a Rule 10b5-1 trading plan
Proxy Access Bylaws	● Our bylaws include a proxy access provision that allows shareholders meeting certain requirements to nominate directors and have such nominees included in the proxy statement
No “Poison Pill”	● We do not have a stockholder rights plan, or “poison pill,” in place
Board Oversight of Political Contributions and Lobbying Activities	● Our Governance Committee has oversight authority regarding Company political activity (including corporate political expenditures) pursuant to our political engagement policy
	● We disclose aggregate annual political contributions made directly by the Company with corporate funds on our website
	● In 2019, we revised our political engagement policy to specifically address lobbying activities and our Governance Committee’s oversight of such activities

Compensation Program Highlights

Executive Compensation Philosophy

2019 Compensation Actions

In February 2019, in connection with the formulation of our EFX2020 strategy, the Compensation Committee took certain actions with respect to our short- and long-term incentive programs. These compensation actions, which we described in our 2019 Annual Meeting Proxy Statement and discussed with shareholders during our 2019 off-season engagement, are summarized below and described in further detail under “Analysis of 2019 Compensation Decisions” beginning on page 41:

EQUIFAX INC  |  2020 Proxy Statement   15

	Independent Compensation Committee advised by independent compensation consultant
	Strong emphasis on performance-based compensation, with 79% of CEO pay performance-based and 89% of CEO pay considered “at-risk”
	Mix of short-term and long-term incentives and performance metrics
	Capped annual and long-term performance-based awards
	Adopted 2019 change in control severance plan for executive officers, which eliminated excise tax gross-ups and reduced payments in connection with a change in control
	Double-trigger change in control cash severance benefits and vesting of equity awards

	No income tax gross-ups other than for certain relocation or foreign tax expenses
	Enhanced compensation clawback policy with financial and reputational harm standard, including in supervisory capacity
	Meaningful share ownership requirements for senior officers
	Anti-hedging and -pledging policy for directors, officers and other employees
	Implemented policy prohibiting CEO and other senior executives from purchasing or selling Equifax securities except pursuant to a Rule 10b5-1 trading plan
	No re-pricing of underwater stock options

Over the last few months, we have increased our public disclosure of relevant Environmental, Social and Governance (“ESG”) initiatives, many of which may be found at www.equifax.com/about-equifax. Although we have always engaged in initiatives that reflect a sense of mission, values and respect for employees, consumers, customers and other stakeholders, several of our shareholders have expressed support for more public disclosure of these initiatives, while also noting that such initiatives should be aligned with our overall business strategy and risk management efforts. Consistent with this shareholder feedback, we will continue to update our corporate website to include more discussion of relevant ESG initiatives within our Company.

Our key initiatives support our commitment to corporate citizenship and include:

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. 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 2019. All of the director nominees then serving attended the 2019 Annual Meeting.

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 below under “Director Membership Criteria,” 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. Biographical information for each of the nominees is set forth below beginning on page 18.

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF OUR DIRECTOR NOMINEES.

Process for Identifying Director Nominees

Director Membership Criteria

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 Chairman of the Board 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.

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 the last three additions to the Board, the Governance Committee was also very focused on expertise in data security, risk management, data and analytics and information technology. Cybersecurity is one of the skills that the Governance Committee specifically considers 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 26 and whether the candidate is financially literate.

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

Directors are limited to service on four other public company boards, not 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 our Board, he or she may not serve on more than two other public company boards.

See “Questions and Answers about the Annual Meeting” beginning on page 87 for information on the procedures for shareholders to recommend director nominees for consideration by the Governance Committee.

EQUIFAX INC  |  2020 Proxy Statement   17

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.

Our Director Nominees

EQUIFAX INC  |  2020 Proxy Statement   19

EQUIFAX INC  |  2020 Proxy Statement   21

Board Leadership & Corporate Governance

Corporate Governance Overview

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.

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 our Governance Guidelines, our Board committee charters and our Code of Ethics and Business Conduct applicable to directors, officers and employees, are available at www.equifax.com/about- equifax/corporate-governance, or in print upon request to Equifax Inc., Attn: Office of Corporate Secretary, P.O. Box 4081, Atlanta, Georgia 30302, telephone (404) 885-8000. 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.

See “Corporate Governance Highlights” on page 14 for a summary of our key governance practices.

Shareholder Engagement

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. Those conversations provided valuable insight that has informed the Board’s decision-making on several of the improvements to our corporate governance and compensation programs described in this Proxy Statement.

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. In prior years, the roles of Chairman and CEO were combined. However, in the third quarter of 2017, 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 Independent Chairman. In selecting Mr. Feidler to serve as Independent Chairman, the then-serving independent directors considered, among other things, his effective leadership when serving in the role of Presiding Director and his ability to commit sufficient time to the additional workload and increased meeting attendance as important qualifications.

The Board has determined that having separate Chairman and CEO roles is in the best interest of the Company and its shareholders at this time. 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.

		INDEPENDENT CHAIRMAN OF THE BOARD  Mark Feidler
	The role and responsibilities of Independent Chairman include:

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 reviews and recommends the specific format to use for that year’s Board evaluation.

EQUIFAX INC  |  2020 Proxy Statement   23

Board Evaluation Process for 2019-2020

The Board periodically engages an outside consultant to facilitate its annual Board and committee self-evaluation process, as it did most recently in connection with the 2017-2018 review cycle. This year, based upon the recommendation of the Governance Committee, the Board determined it was appropriate to implement the standard process for the 2019-2020 evaluation process. Under the standard process, each director completed written Board and committee evaluation questionnaires. The questionnaire responses were then aggregated by the Office of Corporate Secretary without individual attribution and reviewed by the Independent Chairman as well as the committee chairs. The Independent Chairman then participated in one-on-one discussions with each of the other directors, during which they discussed the response summaries. The Independent Chairman reviewed the evaluation results with the full Board of Directors in February 2020. Following review, the Board and its committees identified various opportunities to strengthen the effectiveness of the Board’s practices, structures, competencies and communications. For example, in response to feedback discussed as part of the overall evaluation process, the Governance Committee made a change to the Board of Directors self-evaluation questionnaire to provide an additional, formal channel for the full Board to suggest topics for future Board-level education programming.

Committees of the Board of Directors

The Board has four standing committees, all of which are comprised of independent directors as defined in the New York Stock Exchange (“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 2019, the full Board held 10 meetings and the standing committees held a total of 21 meetings.

Committee Composition

		Committee Memberships
Name	Independent	Audit	Compensation	Governance	Technology
Mark W. Begor
Mark L. Feidler
G. Thomas Hough
Robert D. Marcus
Siri S. Marshall
Scott A. McGregor
John A. McKinley
Robert W. Selander
Elane B. Stock
Heather H. Wilson
Meetings held in 2019		8	5	4	4

= Independent Chairman

= Audit Committee Financial Expert

= Committee Chair

Committee Responsibilities

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

EQUIFAX INC  |  2020 Proxy Statement   25

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 is an appendix to our Governance Guidelines and 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 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. 

Board Refreshment and Succession Planning 

Board Refreshment 

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, skills and 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, security, technology and regulatory compliance, while also enhancing the diversity on our Board. Among other things, the Governance Committee considers committee composition and chair rotation as part of its overall succession planning process.

The Governance Committee and the Board actively seek new director candidates that can provide valuable guidance as we continue to focus on strengthening our core technology and security competencies and executing on our EFX2020 strategy. The Board believes that the additions of Elane Stock and Scott McGregor in 2017, Robert Selander in 2018 and Heather Wilson in 2019 provide our Board with additional broad-based executive management experience, as well as enhanced expertise in security, technology, risk management, data and analytics. The Board will continue to seek out highly-qualified director candidates as part of the Board succession plan to enhance the experience and diversity of our Board to align with our overall strategy.

Board Tenure and Succession Planning

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 the Governance Committee and Board determine that the continued service of the director on the Board would be of benefit to the Company. Siri Marshall will reach the mandatory retirement age prior to our 2021 Annual Meeting. In view of her scheduled retirement, the Governance Committee has been actively engaged in a director search process, with the assistance of an executive search firm, to effect a smooth transition and anticipate future needs for skills sets and expertise.

Since 2013, we have decreased the average tenure of our independent director nominees from 10.4 years to 5.7 years. The following chart 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 since 2017.

Committee Tenure and Refreshment

The Governance Committee is responsible for reviewing the composition of committees of the Board. In its review of committee composition, the Governance Committee considers the responses collected during the Board and committee annual self-evaluations, as well as the past experience and relevant skills of each director. The Governance Committee and the Board annually consider the composition of the committees of the Board to ensure each committee has the appropriate relevant mix of skills and experience. The Technology Committee, in particular, has experienced significant refreshment over the past few years and counts our three newest directors among its members.

Director Orientation and Continuing Education

Upon joining our Board, directors participate in an orientation program regarding our Company, including business operations, strategy, regulatory compliance, cybersecurity, governance and company policies. Under the Governance Committee’s oversight, we enhanced our director orientation program in 2019 to include additional direct participation by incumbent directors. In accordance with our orientation program, an incumbent member of our Board will be designated to participate in the orientation process and conduct a one-on-one session with each new director. In addition to the onboarding process, members of 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, cybersecurity, crisis management planning and governance issues. The Board also conducts periodic visits to our key facilities and Board members 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 other critical issues relating to the operations of public company boards.

Management Succession Planning and Talent Development Process

Our Board is accountable for the development, implementation and continual review of a succession plan for the CEO and other executive officers. As part of its responsibilities under its charter, the Compensation Committee oversees the succession planning process for the CEO and the senior leadership team. The process ensures that critical business capabilities are safeguarded, executive development is prioritized and strategic talent is leveraged to focus on current and new business imperatives. The Compensation Committee monitors 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.

EQUIFAX INC ❘ 2020 Proxy Statement       27 

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:

How We Manage Risk

We have a comprehensive enterprise risk management (“ERM”) program focused on the application of controls over the following risk types:

We have implemented an ERM framework based on the “three lines of defense” model for establishing effective checks and balances, which is used by leading financial institutions.

The execution of our ERM program is supervised by our Risk Office, with each business unit and corporate support unit having primary responsibility for assessing and mitigating risks within its respective areas of responsibility. Our SVP for Enterprise Risk and Compliance leads the Risk Office and meets regularly with the Board, the Audit Committee and the Technology Committee. An ERM team within the Risk Office develops, enhances, deploys and manages risk program elements.

EQUIFAX INC ❘ 2020 Proxy Statement       29 

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 2019, 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 33 and “Director Compensation” beginning on page 74.

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 33. 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 executive compensation program aligns closely with our performance and shareholder interests.

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Board Recommendation

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

Executive Compensation

Compensation Discussion and Analysis

To assist shareholders in finding important information, this Compensation Discussion and Analysis (CD&A) section is organized as follows:

This CD&A discusses the compensation decisions for the NEOs listed in the Summary Compensation Table on page 57 of this Proxy Statement. The NEOs are:

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Executive Summary

Our 2019 Compensation Design Drives Execution on our EFX2020 Strategy

In February 2019, we outlined the key initiatives that comprise EFX2020, our three-year cloud technology, data and security transformation strategy (see page 10 for details). In connection with the formulation of our EFX2020 strategy and in order to align compensation incentives with our near- and long-term goals, the Compensation Committee reformulated the long-term incentive program for 2019. The Equifax Transformation Leadership Program ( 2019 ETLP) increased the target long-term incentive award opportunity for our then-current NEOs and a select group of executive officers, each of whom was deemed integral to the successful execution of our strategy.

The 2019 ETLP was intended to promote retention and enhance focus on our EFX2020 strategy, which is designed to shape long-term corporate performance and increase shareholder returns. The design of the 2019 ETLP acknowledged the increased efforts required of our executive officers to lead the successful execution of our core strategic imperatives and focused our management team on achieving key operational and financial targets during 2019―the pivotal year of our three-year transformation.

During 2019, we retained all executives deemed critical to delivery on our EFX2020 strategy, made considerable progress against our EFX2020 goals and delivered a total return to shareholders of 57.2%. A summary of significant 2019 accomplishments under our EFX2020 strategic priorities is set forth below:

Strategic Priority	2019 Accomplishments
	•	Workforce Solutions business unit delivered 15% revenue growth in 2019, adding 14 million active records to The Work Number database and driving over 28x growth in new contributors
	•	USIS, International and Global Consumer Solutions business units returned to growth in the second half of 2019 on a constant dollar basis
	•	Launched over 90 new products into the market
	•	Expanded unique data assets through new partnerships with FICO, Envestnet/Yodlee and Urjanet
	•	Acquired PayNet and JLR, expanding commercial credit data
	•	Strengthened alternative data assets through renewal of agreements with the National Consumer Telecom & Utilities Exchange and the Small Business Financial Exchange

	•	Strong progress on $1.25 billion transformation program, demonstrated through progress on our migration of corporate financial systems and U.S. credit database to the cloud
	•	Launched cloud-based Luminate fraud platform
	•	Commenced deployment of data fabric platform and migrated significant assets
	•	Made Equifax Ignite® available on the cloud in the U.S., Canada and Latin America, with more than 100 applications in Equifax Ignite marketplace
	•	Released cloud-based version of InterConnect risk decisioning products in the U.S., Canada and Latin America
	•	Began customer migrations to the cloud

	•	Moved additional commercial and analytics resources closer to customers
	•	Invested in our product development organization to accelerate innovation
	•	Implemented Salesforce to provide a single view of our customers and improve our service and support
	•	Hosted 13 customer-focused data, analytics and technology conferences
	•	Simplified the customer experience, with a broader API offering and fewer platforms

	•	Expanded alternative data assets through acquisitions and partnerships (Envestnet/Yodlee, PayNet)
	•	Renewed focus on data perfection and record growth in core exchanges
	•	Rolled out Equifax Ignite Direct to 36 customers globally
	•	Launched Advanced Model Engine and Attribute Engine within Equifax Ignite
	•	Submitted five new patent applications related to artificial intelligence and machine learning

	•	Launched first free consumer product — Core Credit
	•	Launched myEquifax.com consumer portal, with more than 3 million U.S. consumers enrolled
	•	Enhanced our phone systems and added new 120-agent call center to improve the consumer experience
	•	Redesigned our consumer reports to be more informative and accessible and achieved improved metrics and objectives when engaging with consumers through our call centers and websites
	•	Assisted consumers impacted by the federal government shutdown by offering them a free credit report service
	•	Participated at and helped develop agenda for inaugural “accuracy workshop” organized by the U.S. Federal Trade Commission and the Consumer Financial Protection Bureau

	•	Conducted annual security training for all employees and our Board of Directors
	•	Achieved 2019 goals for security program improvements, which directly correspond to the cybersecurity performance measure included in our 2019 Annual Incentive Plan
	•	Opened new Global Security Fusion Center to support state-of-the-art detection and response capabilities to improve our corporate and data security
	•	Continued investing in our security team talent pipeline and improved ratio of technical to non-technical talent to 79:21
	•	Strengthened cloud protection and detection controls and regained key third-party certifications lost after 2017 cybersecurity incident
	•	Gained broad recognition for our security transformation efforts, including Ping Identity’s Modern Identity Pioneer award and CSO Magazine’s CSO50 award
	•	Conducted 29 “lessons learned” briefings and webinars with customer CISOs and security teams, participated in more than 30 industry events to share insights with customers and peers
	•	Partnered with the World Economic Forum Centre for Cybersecurity, The World Bank, the National Institute of Standards and Technology (NIST) and Atlanta for the Advancement of Security (ATLAS)

	•	Rolled out new corporate purpose and completed refreshed corporate values
	•	Made 3,358 new hires globally and 1,500 promotions
	•	Expanded inclusion and diversity initiatives; six new hires or promotions in senior leadership team roles filled by diverse candidates
	•	The Equifax Foundation committed $3 million in charitable contributions, with over $500,000 in employee and director matching gifts

 

2019 Performance Highlights

$3.51B	$5.62	57.2%	$292M	$189.6M
Revenue, an increase of 3% from 2018	Adjusted EPS*, a decrease of 3% from 2018	One-year total shareholder return	Incremental technology transformation investment	Dividends paid to shareholders, consistent with 2018 levels

 

*

Adjusted EPS is a non-GAAP financial measure. Reconciliation of the Company’s non-GAAP financial measures to the corresponding GAAP financial measures can be found in Annex A to this Proxy Statement.

EQUIFAX INC  |  2020 Proxy Statement   35

	Our Incentive Programs Align Payouts with Financial Performance and Non-Financial Goals  Our 2019 compensation program metrics established in the first quarter of 2019 were:
	ANNUAL INCENTIVE PLAN (AIP) OPPORTUNITY
	Based on the Company’s attainment of objective, pre-established financial, individual and security program performance goals.		Key Financial Performance Metrics
			•  Corporate Operating Revenue from continuing operations increased 3% to $3.531 billion(1)
			•  Corporate Adjusted EPS from continuing operations decreased 3% to $5.660(1)
			Key Non-Financial Goals
			Individual goals were largely derived from our   EFX2020 strategic priorities:
			•  Drive growth	•  Consumer-friendly CRA
			•  Cloud-native technology	•  Industry leader in security
			•  Culture of customer centricity	•  One Equifax team
			•   Market-leading D&A
			Cybersecurity Performance Measure
			•  The cybersecurity metric used in our compensation program is the same measure used to assess the strength of our security program
			•  Achievement of the cybersecurity metric cannot increase an executive’s compensation, but failure to meet it will decrease the award by up to 25%
	LONG-TERM INCENTIVE (LTI) PLAN OPPORTUNITY
	Rewards stock performance on both an absolute basis and relative to companies in the S&P 500.		Key Financial Performance Metrics  For performance shares, three-year cumulative TSR relative to companies in the S&P 500 (of which we are a member) provides a broad index for comparison and alignment with shareholder investment choices.
			•      In the event our cumulative TSR is negative over the three- year performance period, the payout is capped at 100% of the target shares, irrespective of our TSR percentile rank
	(1)   Corporate Operating Revenue and Corporate Adjusted EPS, as used for the corporate-level financial goals under the AIP, are non- GAAP measures. Corporate Operating Revenue is Operating Revenue adjusted to be stated in constant dollars at our budgeted 2019 foreign exchange rates. Corporate Adjusted EPS is Adjusted EPS as shown in Annex A to this Proxy Statement and then further adjusted to be stated in constant dollars at our budgeted 2019 foreign exchange rates. Because of these adjustments to Operating Revenue and Adjusted EPS, the actual Corporate Operating Revenue and Corporate Adjusted EPS used for incentive management purposes are not the same as Operating Revenue and Adjusted EPS reported under our 2019 Performance Highlights above. (2)   Certain of our NEOs had roles for 2019 for which their AIP outcome was tied to specific business unit-level financial goals, as described in further detail under “Analysis of 2019 Compensation Decisions” beginning on page 41.   Say-on-Pay Voting Results in 2019 In evaluating our executive compensation program, one factor our Compensation Committee considers is the results of the most recent annual shareholder advisory vote on executive compensation or “say-on-pay” vote. At our 2019 Annual Meeting, approximately 86% of the votes cast approved our executive compensation program. Our 2019 Annual Meeting Proxy Statement included a detailed description of our 2019 long-term incentive program (the 2019 ETLP), and shareholders were able to take this into account when voting. Following our 2019 Annual Meeting, the Committee continued to review our compensation program and practices and how they align with our core compensation philosophy. The Committee continues to take steps to ensure that pay opportunities are performance-based, with a mix of fixed and at-risk variable pay.

 

 

EQUIFAX INC ❘ 2020 Proxy Statement 37 

 

2019 Target Pay Mix

 

As illustrated in the chart below, the Company emphasizes long-term equity awards and annual performance-based cash incentives so that a substantial portion of each executive’s total compensation opportunity is linked directly to the Company’s stock price or otherwise tied to performance (89% of total direct compensation for our CEO and an average of 81% for the other NEOs, excluding Ms. Anderson, who joined the Company in November 2019 and did not participate in the 2019 ETLP). In 2019, the percentage of variable pay for our NEOs was higher than historical levels due to the increased long-term incentive opportunity under the 2019 ETLP. We expect the percentage of variable pay to revert to historical levels in future years.

 

 

 

*

Percentages calculated based upon actual base salary, target annual incentive and the target grant date value of 2019 ETLP long-term incentive awards, excluding one-time, special awards. The percentages do not total 100% due to rounding. Excludes Ms. Anderson, who joined the Company in November 2019 and did not participate in the 2019 ETLP.

  

Compensation Best Practices

 

✔	Independent Compensation Committee advised by independent compensation consultant	✔	No income tax gross-ups other than for certain relocation or foreign tax expenses
✔	Strong emphasis on performance-based compensation, with 79% of CEO pay performance-based and 89% of CEO pay considered “at-risk”	✔	Enhanced compensation clawback policy with financial and reputational harm standard, including in supervisory capacity
✔	Mix of short-term and long-term incentives and performance metrics	✔	Meaningful share ownership requirements for senior officers
✔	Capped annual and long-term performance-based awards	✔	Anti-hedging and -pledging policy for directors, officers and other employees
✔	Adopted 2019 change in control severance plan for executive officers, which eliminated excise tax gross-ups and reduced payments in connection with a change in control		Implemented policy prohibiting CEO and other senior executives from purchasing or selling Equifax securities except pursuant to a Rule 10b5-1 trading plan
✔	Double-trigger change in control cash severance benefits and vesting of equity awards	✔	No re-pricing of underwater stock options

How We Determine the Total Amount of Compensation 

Compensation Elements and Objectives 

Compensation Design Process

Role of the Compensation Committee and Management in Determining Executive Compensation

The Compensation Committee reviews and makes decisions about executive compensation, including the amount of base salary, short-term incentive 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 assessments of performance and potential. In addition, for the 2019 Annual Incentive Plan, the Committee considered recommendations from members of management concerning the financial performance measures and the performance metric related to cybersecurity. The Compensation Committee also considers recommendations from its independent compensation consultant and competitive data and makes decisions on executive compensation based on its assessment of individual performance and achievement of goals by both the individual and the Company.

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 and to the Board for review. Members of management play various additional roles in this process: 

EQUIFAX INC ❘ 2020 Proxy Statement 39 

The Compensation Committee considers the information and recommendations it receives 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 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 advisors to assist it in fulfilling its responsibilities. In January 2019, the Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”), a nationally-recognized executive compensation consulting firm, to provide advice with respect to 2019 compensation for our NEOs and other officers. FW Cook performs services solely on behalf of the Committee and does not provide any other services to the Company. Management had no role in selecting the Committee’s compensation consultant and has no separate relationship with FW Cook. The Committee has assessed the independence of FW Cook pursuant to SEC and NYSE rules and concluded that no conflict of interest exists that would prevent FW Cook from independently representing the Committee. FW Cook assisted the Committee in determining appropriate levels of compensation for the CEO and other executive officers for 2019.

Benchmarking Use of a Peer Group

Peer Group Used for Compensation Purposes

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

For 2019, the Company conducted a detailed market review of executive pay to evaluate each element of pay competitiveness, reviewed pay practices of its 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 independent compensation consultant. Two primary types of market data were used to compile this analysis:

These companies were chosen for the Company's peer group because they are similarly-sized companies providing data and analytics-based business solutions through technology. The revenues of the companies in this peer group range from 1/3x to 3x the Company's revenue.

Peer Group for Performance Shares

The 2019 peer group described above was deemed appropriate for compensation purposes, but the stock performance of those companies does not necessarily adjust based on the same economic factors as ours. For that reason, the Compensation Committee believes that a broader peer group is more appropriate for evaluating TSR performance for performance shares issued under our LTI program. Therefore, the Committee uses the companies in the S&P 500 Index (of which we are a member) as the comparative group for that purpose.

Use of “Tally Sheets”

On a regular basis, the Compensation Committee reviews “tally sheets” relating to compensation of the NEOs. The tally sheets quantify 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 allow the Committee to assess the cumulative impact of its past compensation decisions and to evaluate retention risk. Tally sheet review in 2019 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 performance portion of short-term incentive and annual equity grants). Such factors include an individual’s general level of performance, the individual’s demonstrated success in meeting or exceeding business objectives and creating shareholder value, job market conditions, our operating environment and business challenges, the individual’s importance to our business, succession planning considerations 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.

Analysis of 2019 Compensation Decisions

Context for 2019 Compensation Decisions

Following the 2017 cybersecurity incident, the Compensation Committee undertook a comprehensive review of our short- and long-term incentive compensation program, taking into consideration the perspective of our shareholders. In February 2018, the Committee made certain changes in an effort to ensure compensation reflected key business priorities and Company-wide focus on data security, while also ensuring that the Company could attract and retain talented employees in order to create value for shareholders and provide appropriate incentives for executives managing those data security efforts. Among other things, the Committee added a cybersecurity performance measure as a metric under the 2018 AIP and changed the LTI program to eliminate the three-year cumulative Adjusted EPS metric in the performance shares to avoid possible incentive to limit spending on cybersecurity.

Since his appointment in 2018, our CEO, Mark Begor, has been leading Equifax through a significant transformation, including the investment of substantial resources to achieve our objective of becoming a trusted global leader in data security, advanced analytics and technology. In February 2019, the Company outlined the key initiatives that comprise EFX2020, our three-year cloud technology, data and security transformation strategy. In connection with the formulation of our EFX2020 strategy, the Committee took the following actions with respect to our short- and long-term incentive programs: (i) retained the cybersecurity metric in the 2019 AIP; (ii) made no increase in base salary or 2019 AIP opportunity for our NEOs (other than Mr. Ploder); and (iii) adopted the 2019 ETLP long-term incentive program. The 2019 ETLP is described in further detail under “2019 Long-Term Equity Incentive Compensation” beginning on page 47.

At our 2019 Annual Meeting, approximately 86% of the votes cast approved our executive compensation program. Our 2019 Annual Meeting Proxy Statement included a detailed description the 2019 ETLP, and shareholders were able to take this into account when voting. During our 2019 off-season engagement (September 2019 to February 2020), shareholders representing approximately 60% of our outstanding shares described their priorities and provided constructive feedback to our management team regarding our EFX2020 strategy and our 2019 executive compensation program. Our shareholders expressed support for our core compensation program, including the 2019 ETLP and its use of performance-based equity award structures to drive alignment of the interests of our executives and shareholders.

2019 Annual Cash Incentive Structures and Outcomes

Summary

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 contributions toward the achievement of business and strategic goals. For 2019, the Compensation Committee retained a cybersecurity performance measure as one of the metrics under the AIP.

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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 goal attainment in prior years, economic and industry conditions, industry sector performance and the views of our shareholders.

The 2019 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 business 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-level financial goals required to earn a cash incentive award for 2019 in a manner that was designed, within reasonable limits, to encourage achievement that exceeds target goals and penalize underachievement. The financial goals under our compensation program are established with reference to our annual operating budget, which is approved by the Board. 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 setting the levels for each corporate-level financial goal under the 2019 AIP, the Compensation Committee considered the Board’s review and approval of our 2019 operating budget, our 2019 financial outlook and our EFX2020 strategy, taking into account the initiatives to be implemented in 2019. In particular, the Compensation Committee considered:

After careful consideration and with the input of the Compensation Committee’s independent compensation consultant, the Committee determined that it was appropriate to set the threshold, target and maximum levels for Corporate Operating Revenue and Corporate Adjusted EPS under the 2019 AIP at levels lower than the 2018 performance targets, and to set the target levels for Corporate Adjusted EPS at a level lower than the 2018 actual results, but consistent with the 2019 operating budget approved by the Board, our 2019 financial outlook and our three-year EFX2020 strategy and 2019 initiatives thereunder. The Compensation Committee believes these levels are aligned with long-term shareholder interests.

The 2019 corporate-level financial goals under the AIP were as follows:

Payouts for achievement between threshold and target, and between target and maximum, are determined based upon straight line interpolation. 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.

Establishment of Business Unit-Level Financial Goals

The Compensation Committee established a Business Unit Plan for the USIS, Workforce Solutions, Global Consumer Solutions and International business units. The Compensation Committee established business unit-level financial goals required to earn a cash incentive award for 2019 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.

In 2019, Mr. Singh 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 and Ms. Anderson participated in the Business Unit Plan for the Global Consumer Solutions business unit.

The 2019 business unit objectives for Mr. Singh, Mr. Ploder and Ms. Anderson were established as follows:

Evaluation of Individual NEO Performance

Individual personal objectives are specific to each NEO and are subject to adjustment over the course of the year in view of business circumstances. In 2019, the general performance objectives for the leadership team included:

Key objectives for our NEOs and other members of the senior leadership team are typically addressed in the first quarter of each year, in connection with the preparation of the Company’s business plan and overall strategy. Following the end of each year, the CEO evaluates the performance of the other NEOs, taking into account performance for the just-completed year versus predefined commitments for such year, as well as any unforeseen financial, operational and strategic issues and any other relevant information. These performance evaluations are subject to the review of the Compensation Committee, which also evaluates the performance of the CEO in a similar manner, with input from the full Board.

For 2019, 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).

EQUIFAX INC  |  2020 Proxy Statement   43

Cybersecurity Performance Measure

In 2019, the Compensation Committee retained a cybersecurity performance measure as one of the metrics under the AIP. The Committee believes that a cybersecurity performance measure that impacts compensation will support the Company’s goal of leading our industry in data security. Performance relating to the cybersecurity metric will not increase, but it may decrease, the actual amount payable under the AIP. The extent of this reduction may range between 0% to 25% of the total AIP amount otherwise payable.

The Compensation Committee, in consultation with the Technology Committee, established this objective cybersecurity performance measure to assess the Company’s progress in improving its security program. The Company’s security program is measured against goals established with respect to the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework, which is a voluntary framework consisting of standards, guidelines and best practices to manage cybersecurity-related risk. The NIST framework guides organizations in managing and reducing their cybersecurity risks across five identified functions of a holistic cybersecurity program: identify, protect, detect, respond and recover.

The Compensation Committee, based on the recommendation of the Technology Committee, established a threshold and target level of achievement for the AIP cybersecurity performance measure based on the NIST framework. These levels measure the progress the Company has made in enhancing its cybersecurity program. The target level is intended to be challenging yet reasonably achievable. A third party consulting firm assisted the Technology Committee in measuring the Company’s progress for 2019 for purposes of evaluating the effectiveness of the Company’s overall security program.

For 2019, the Company’s performance for the cybersecurity measure was above target. As a result, the AIP amounts otherwise payable to the NEOs were not reduced.

Summary of 2019 Annual Cash Incentive Awards

In February 2020, the Compensation Committee reviewed each NEO’s performance against the pre-established 2019 performance goals as approved by the Committee. Awards could range from 0% of the executive’s award goal (for performance below the threshold level) to 200% of the individual’s award target (for performance at or above the maximum level). Awards paid to our NEOs under the 2019 AIP were determined based upon achievement measured against specified financial goals (80% weighting) and individual objectives (20% weighting). As described above, the Company’s performance for the cybersecurity measure was above target and AIP amounts otherwise payable were not reduced. The target and maximum incentives, along with a summary of the actual 2019 awards earned by the NEOs, are set forth in the table below. A detailed description of how each NEO’s 2019 incentive award was achieved follows the table.

Determination of each NEO’s Performance and Annual Cash Incentive

Mark Begor I Chief Executive Officer

	Objectives		Target Level		Actual Results	Actual as a % of Target		2019 Incentive
	Corporate Adjusted EPS	$	5.761	$	5.660	86	$	840,960
	Corporate Operating Revenue	$	3.512 billion	$	3.531 billion	118	$	266,505
	Individual Objectives	$	300,000		Distinguished	100(1)	$	300,000
	(1)   Mr. Begor was rated as “Distinguished” by the Board based on his leadership, but in consideration of the continuing nature of the business transformation activities, the Committee determined not to apply the same scale that applied to other NEOs and delivered the individual objectives component on an unadjusted basis at 100% of target.

Mr. Begor achieved a rating of “Distinguished” based on his achievements on objectives for 2019. These achievements included:

John Gamble I Corporate Vice President and Chief Financial Officer 

	Objectives		Target Level		Actual Results	Actual as a % of Target		2019  Incentive
	Corporate Adjusted EPS	$	5.761	$	5.660	86	$	288,060
	Corporate Operating Revenue	$	3.512 billion	$	3.531 billion	118	$	91,288
	Individual Objectives	$	102,761		Distinguished	200	$	205,523

Mr. Gamble achieved a rating of “Distinguished” based on his achievements on objectives for 2019. These achievements included:

EQUIFAX INC ❘ 2020 Proxy Statement 45 

Sid Singh I President, USIS 

	Objectives		Target Level		Actual Results	Actual as a % of Target		2019  Incentive
	Corporate Adjusted EPS	$	5.761	$	5.660	86	$	106,737
	USIS Operating Revenue	$	1.264 billion	$	1.277 billion	135	$	167,585
	USIS Operating Income	$	519.1 million	$	494.7 million	62	$	50,856
	Individual Objectives	$	82,500		Distinguished	200	$	165,000

Rudy Ploder I President, Workforce Solutions 

	Objectives		Target Level		Actual Results	Actual as a % of Target		2019  Incentive
	Corporate Adjusted EPS	$	5.761	$	5.660	86	$	94,964
	EWS Operating Revenue	$	898.0 million	$	949.7 million	200	$	220,200
	EWS Operating Income	$	389.8 million	$	407.6 million	180	$	132,429
	Individual Objectives	$	73,400		Distinguished	200	$	146,800

Mr. Ploder achieved a rating of “Distinguished” based on his achievements on objectives for 2019. These achievements included:

Beverly Anderson I President, Global Consumer Solutions

	Objectives		Target Level		Actual Results	Actual as a % of Target		2019  Incentive
	Corporate Adjusted EPS	$	5.761	$	5.660	86	$	3,736
	GCS Operating Revenue	$	373.6 million	$	364.4 million	78	$	3,361
	GCS Operating Income	$	88.6 million	$	77.6 million	0	$	0
	Individual Objectives	$	2,888		Achieves	100	$	2,888

In consideration of the fact that Ms. Anderson joined the Company on November 29, 2019 and served only a portion of the year, the Committee determined it was appropriate to give her a rating of “Achieves.” During the period from November 29, 2019 (her date of hire) through December 31, 2019, her achievements included:

2019 Long-Term Equity Incentive Compensation

Overview

The Committee considers individual performance 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 and share run rate (a measure of actual equity-grant activity in relation to the total number of shares outstanding at the Company).

Transformed LTI Approach to Drive Execution on our EFX2020 Strategy

Since his appointment in April 2018, our CEO, Mark Begor, has been leading Equifax through a significant transformation, including the investment of substantial resources to achieve our objective of becoming a trusted global leader in data security, advanced analytics and technology. In February 2019, we outlined the key initiatives that comprise EFX2020, our three-year cloud technology, data and security transformation strategy, as described further on page 10 of this Proxy Statement and in our 2019 Annual Report on Form 10-K.

In connection with the formulation of our EFX2020 strategy, the Compensation Committee reformulated the long-term incentive program for 2019 to align incentives with our near- and long-term goals. To strengthen the alignment between our NEOs and our shareholders, and to reward efforts related to driving the Company’s progress towards delivering on our strategic objectives, the Committee modified our long-term incentive program for 2019 by adopting the Equifax Transformation Leadership Program ( 2019 ETLP).

The components of the 2019 ETLP are: 

The 2019 ETLP, which included our NEOs (excluding Ms. Anderson, who joined Equifax in November 2019) and senior leadership team members who are integral to the successful execution of our strategy, increased over 2018 levels the grant date fair value of the total long-term incentive opportunity and utilized more challenging performance thresholds required to earn payouts. The 2019 ETLP was intended to motivate our NEOs and key leaders to achieve the specific goals as outlined in our EFX2020 strategy, which were designed to shape corporate performance for the long term and drive shareholder returns, consistent with the multi-year performance periods in the 2019 ETLP.

EQUIFAX INC ❘ 2020 Proxy Statement 47 

Notably, other than pay adjustments implemented to maintain compensation at market rates for certain employees, the entirety of the grant date value in excess of each participant’s 2018 LTI value is tied to performance shares and premium-priced stock options, which will be earned only if our team delivers results that meet or exceed the performance criteria and will be forfeited if a participant retires prior to vesting. The design of the 2019 ETLP acknowledges the increased efforts of our executive officers to lead the successful execution of our core strategic imperatives tied to our business strategy, focuses executive officers on efficiently achieving key targets under EFX2020 within a designated three-year time frame, and uses performance-based equity award structures to drive alignment of the interests of our executives and shareholders. In addition to premium-priced options, Mr. Singh received an award of traditional stock options with a grant date fair value of $205,779, representing a component of his annual LTI opportunity in connection with his decision to join the Company in February 2019 as President—USIS.

With the exception of retaining premium-priced stock options, for 2020, we have reverted to the general structure of the 2018 program and significantly reduced target values for the long-term incentives as compared to the 2019 ETLP. See “Actions Taken with Respect to 2020 Compensation” on pages 50-51 for additional information regarding our 2020 LTI program.

The following table illustrates the target grant value of long-term incentives awarded under the 2018 LTIP and the 2019 ETLP to our CEO and other NEOs, excluding Mr. Singh, who joined the Company in February 2019 and did not participate in the 2018 LTIP, and Ms. Anderson, who joined the Company in November 2019 and did not participate in either the 2018 LTIP or the 2019 ETLP.

	2018 LTIP					2019 ETLP
Name	TSR Performance Shares ($)	Stock Options ($)	RSUs ($)	2018 Total ($)		TSR Performance Shares ($)	Premium Priced Stock Options ($)	RSUs ($)	2019 Total ($)
M. Begor	3,500,000	1,750,000	1,750,000	7,000,000		6,000,000	3,250,000	1,750,000	11,000,000
J. Gamble	675,000	337,500	337,500	1,350,000		1,518,750	843,750	337,500	2,700,000
R. Ploder	425,000	212,500	212,500	850,000		1,124,926	625,090	249,984	2,000,000
						Target Value Increased

Under the 2019 ETLP:

2019 ETLP Elements

TSR Performance Shares

This performance metric aligns with shareholder interests as higher cumulative TSR results in higher returns for shareholders. Performance shares are earned, if at all, based on the percentile ranking of the Company’s cumulative TSR compared to the TSR of the companies in the S&P 500 Index (as constituted on the initial grant date, subject to certain adjustments) after a three-year performance period. TSR performance shares accrue dividend equivalent units, which are payable only with regard to earned shares that are delivered upon settlement.