UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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EQUIFAX INC.

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focused on expanding data that Only Equifax brings to market. These differentiated data assets in the Equifax Cloud allow us to bring uniquely Equifax multi-data solutions to our customers. Our unique data will continue to play an even greater role in our focus on accelerating new product development and growth in the future. We have continued our focus on building our differentiated data assets. With the combination of our PayNet and CFN databases — which represent 32M+ active businesses, 111M+ commercial tradelines and $3.6+ trillion total originations — plus the acquisition of Ansonia, we now have the most comprehensive set of data, analytics, enabling technologies and industry expertise around small and medium-sized businesses in the North American commercial credit services market.

We also continue to build our market-leading decisioning technologies and in 2020, Equifax received 21 new patents, including 11 patents in the US. Eight of those originated from our Innovation Lab in the area of AI and Machine Learning, including two additional patents on our award-winning NeuroDecision technology.

Consumer-Friendly CRA

During the economic downturn of 2020, we focused on our commitment to “helping people live their financial best” and brought our company’s purpose to life by helping consumers who were negatively impacted during the pandemic and quarantine. For example, in the US we provided consumers weekly free credit reports to better support them as they applied for loans and managed their finances. We also launched our COVID+ Credit Financial Resources Center, offering free monthly credit scores with Equifax Core Credit, along with guidance for consumers on how to manage their money during the pandemic.

Industry Leader in Security

Our Cybersecurity team completed the final year of our three-year journey to become an Industry Leader in Security. Our security maturity improvement continues to be recognized by independent external parties as industry leading. We also continue to expand our commitment to share our learnings with our customers and peers, and in 2020, hosted Equifax’s inaugural Customer Security Summit, detailing our progress on our security transformation and discussing our advancements in supply chain security with teams that conduct third party audits on Equifax. Security is central to our DNA and everything we do at Equifax.

One Equifax Team

To help drive the completion of our transformation and focus our people strategy on building talent with diverse backgrounds, we added new leadership to our company last year. Further strengthening our Board, we added two directors, beginning in November with Melissa Smith. Melissa is Chair and Chief Executive Officer of WEX Inc., a global payment processing and information services provider, and brings valuable operational and financial expertise to our business. In early 2021, Audrey Boone Tillman joined as our newest director. Audrey is Executive Vice President and General Counsel of Aflac Incorporated, and brings deep knowledge in the corporate governance, legal and human resources fields.

We are continuing to attract top-tier talent and grow a global team of employees that is focused on driving our Equifax Cloud Product Technology and Innovation mindset. We strengthened our Senior Leadership Team with new expertise last year, welcoming Cecilia Mao as Chief Product Officer, Sunil Bindal as Senior Vice President of Corporate Development, and Dorian Hare as Senior Vice President of Investor Relations. Beyond these key hires, we continued to upgrade the talent across our Technology, Product, and Security teams. These were significant and stabilizing changes, building out our team for the future.

Leveraging Cloud for Innovation, New Products, and Growth

With strong momentum over the past three years of building our Equifax Cloud capabilities, we are pivoting to our next chapter with the launch of EFX2023, our new strategic priorities that will serve as our company-wide compass through 2023.

Our EFX2023 imperatives are based on our strategic shift from an era of building, investing, and transforming to one of leveraging our massive cloud investments for innovation, new products, and accelerated growth. With our new Equifax Cloud foundation in place, we are Leveraging the Equifax Cloud for Growth through these priorities:

As our top priority, we aim to leverage our new and uniquely Equifax Cloud capabilities to expand new product rollouts, drive Innovation, and add new and differentiated data assets. To provide focused leadership on this priority, we announced an expanded role for Prasanna Dhoré to include innovation, making him Chief Data & Analytics and Innovation Officer. In order to help drive an aggressive, solutions-oriented approach to meet our customers’ needs, we also expanded the role of Cecilia Mao, to include accelerated development of products and agile use of platforms across the enterprise. During 2020 we delivered a record 134 new products, up from a historical annual average of 70-90 NPIs, with the majority built off our new Cloud capabilities. New products leveraging the Equifax Cloud and our scale, and differentiated data assets will fuel our growth.

Another critical lever of our strategy is inorganic growth through smart, strategic, accretive acquisitions that expand our capabilities and drive 1-2% annual revenue growth. Our strong outperformance, balance sheet and cash generation allow us to reinvest in bolt-on acquisitions that bring unique data assets or capabilities to strengthen Equifax. During 2020 we completed five acquisitions and investments and, importantly, in early 2021, we finalized the purchase of Kount, an artificial intelligence (AI)-driven fraud prevention and digital identity solutions company with unique identity data, for $640 million. Kount’s 32 billion consumer interactions and unique data assets combined with Equifax differentiated data assets will expand the Equifax worldwide footprint in the fast growing digital identity and fraud prevention solutions market, helping businesses better engage with their customers while combating fraud.

EFX2023 reinforces our continuing enterprise-wide focus on Putting Customers First and Leading in Security. Our new set of priorities provides a framework for where we will focus our resources and energies, in order to accelerate our growth over the next three years.

Global Impact

We know that we are only as successful as the communities we serve. So as we innovate and grow, we are focused on the positive impact we can have on people and the planet. Equifax plays a pivotal role in the economy, and we are committed to making Environmental, Social, and Corporate Governance (ESG) initiatives a priority. These commitments ensure we are playing a positive role in society and better position our company for long-term sustainability. Over the course of 2020, we worked to implement new ESG initiatives and clearly define how we’ve incorporated ESG into our overall business strategy.

One great example is our cloud technology transformation and the wide range of benefits that we expect to see from this historic strategic initiative, including to our carbon footprint. Through our $1.5 billion investment, we are moving most of our technology infrastructure to the cloud, which will have a positive environmental impact by leveraging the environmental efficiency of our cloud service provider to reduce our impact on greenhouse gas emissions. During 2020, we decommissioned 6 data centers, more than 6800 legacy assets, and 1098 legacy applications. We expect to see additional energy savings as we complete our transformation.

Another critical Equifax ESG commitment is to Inclusion and Diversity. We are on a journey to support our next generation of leaders by furthering an inclusive and diverse work environment that welcomes unique perspectives. We’ve accelerated several priorities in our I&D strategy that focus on embedding inclusion into our structure, work practices, behaviors, and values, ensuring accountability throughout our organization. They comprise the launch and development of numerous employee alliance groups, including the launch of our Black Organization for Leveraging Differences (BOLD) Employee Network and the Equifax Pride Network, as well as seven women’s groups around the globe. We’ve also added two key requirements including a diverse interview slate when hiring new employees, and unconscious bias training for leadership across the organization.

As part of our Corporate Governance efforts in 2020, we launched a renewed set of Equifax Values that capture who we are and how we work together to achieve our Purpose of “helping people live their financial best”. We refreshed our values to better reflect our evolving culture and to represent the company we aspire to become, and we added Inclusion in our goals and objectives as a metric for accountability. As a part of our annual review process, each employee now tracks our business objectives to a key value.

Our Next Exciting Chapter

Equifax is entering the most exciting chapter in our 121-year history as we leverage our new Equifax Cloud Data and Technology investment to accelerate innovation, new products, and growth. With our transformation now nearing completion, we are well-positioned to drive new products, and expand our differentiated data sets and decisioning power to bring new and unique solutions to customers that only Equifax can deliver.

Our Equifax Cloud Technology investment has created a springboard for growth, driving configurability, speed, new product innovation, global product portability and industry-leading security. We are energized to leverage the Equifax Cloud as a catalyst for a new era of data, products and innovations that fuel our competitive advantage, accelerate our market position, generate record revenue, and drive future growth!

In February, we took an important step forward toward returning cash to shareholders by announcing a share repurchase program to offset dilution from employee plans. We are energized and driven by the exciting opportunities in front of us as a leading data, analytics, and technology company. On behalf of the Equifax leadership team and more than 11,000 associates in 24 countries across the globe, thank you for your support and trust as we build 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

Notice of 2021 Annual Meeting of Shareholders

Date and Time	Virtual Meeting Site	Record date
May 6, 2021	www.virtualshareholdermeeting.com/EFX2021	March 5, 2021
9:30 a.m., Eastern Time

Agenda

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.

Shareholders are cordially invited to participate in the Annual Meeting virtually via our live webcast. See page 83 of the Proxy Statement for more information on how to attend, participate in and vote at the virtual Annual 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 made available to shareholders beginning on March 25, 2021.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 6, 2021. The Notice, Proxy Statement and Annual Report are available at www.proxyvote.com.

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

Via the internet	By telephone	By mail	Webcast
Visit the website listed on	Call the telephone number	Sign, date and return your proxy	Attend the virtual meeting
your proxy card	on your proxy card	card in the enclosed envelope	and cast your vote

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 2021 Annual Meeting Information

Time	Date	Virtual Meeting Site
9:30 a.m., Eastern Time	May 6, 2021	www.virtualshareholdermeeting.com/EFX2021

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 5, 2021, are entitled to notice of and to vote at our 2021 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 2021 Annual Meeting. Even if you plan to attend our virtual 2021 Annual Meeting via live webcast, 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	Webcast Attend the virtual Annual Meeting and vote

Admission. Equifax shareholders as of the record date are entitled to attend the 2021 Annual Meeting. To attend the virtual Annual Meeting at www.virtualshareholdermeeting.com/EFX2021, shareholders must enter the 16-digit control number found on their proxy card, voting instruction form or the notice. Please review the admission procedures in this Proxy Statement under “Questions and Answers about 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”).

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. Headquartered in Atlanta and supported by more than 11,000 employees worldwide, Equifax operates or has investments in 24 countries in North America, Central and South America, Europe and the Asia Pacific region.

2020 Performance Highlights

Strategy

The foundation of our exceptional 2020 performance began in 2018 when we launched EFX2020, a three-year cloud technology, data and security transformation strategy to rebuild our organization from the ground up. In 2020, the last in our three-year plan, we completed the execution of each of our strategic imperatives. This cloud data and technology transformation has repositioned Equifax as a global data, analytics and technology leader with industry-leading security.

With strong momentum over the past three years of building our Equifax Cloud capabilities, we are pivoting to our next chapter with the launch of EFX2023, our new strategic priorities that will serve as our company-wide compass through 2023. Our EFX2023 imperatives are based on our strategic shift from an era of building, investing and transforming to one of leveraging our massive cloud investments for innovation, new products and accelerated growth.

With our new Equifax Cloud foundation in place, we are Leveraging the Equifax Cloud for Growth through these priorities:

Our business strategy is described in more detail in our 2020 Annual Report on Form 10-K filed with the SEC on February 25, 2021. Our 2020 progress against our goals and the link to our 2020 compensation program is described under “Executive Compensation—Compensation Discussion & Analysis—Executive Summary” beginning on page 36.

Our Purpose, Vision and Values

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

Our new and refreshed values were rolled out in 2020 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 business strategy. 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:

Board Leadership and Composition

Board Leadership Structure

Board Composition and Refreshment

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.

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 five new independent directors with expertise and skill sets in executive leadership, corporate strategy, cybersecurity, technology, data and analytics, risk management and corporate governance, while also enhancing the gender and racial 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 2021 to identify additional highly-qualified and diverse director candidates •   Upon election of the Board’s nominees at the 2021 Annual Meeting, the average director tenure will be 5.1 years
Board Diversity		•   30% of our director nominees are women and 10% of our director nominees are racially or ethnically diverse
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		•   Lowered outside board limit in 2021, so outside directors are limited to service on three other public company boards; 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) •   Our insider trading policy 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 •   Our political engagement policy specifically addresses lobbying activities and our Governance Committee’s oversight of such activities

Compensation Program Highlights

Executive Compensation Philosophy

2020 Compensation Decisions

For the 2020 fiscal year, the Committee thoughtfully evaluated the compensation program structure in light of the challenges raised by the COVID-19 pandemic, the ongoing evolution of our transformational business strategy and shareholder feedback, when making decisions regarding the program. After evaluation, the Compensation Committee took certain actions with respect to our short- and long-term incentive programs for 2020, as summarized below and described in further detail under “Analysis of 2020 Compensation Decisions” beginning on page 42:

Compensation Best Practices

ESG @ Equifax

We believe that focusing on environmental, social and governance (“ESG”) priorities will better position our Company for long-term sustainability and, in turn, build shareholder value. Our investors have encouraged us to prioritize ESG initiatives and disclosure and, in 2020, we made significant progress with respect to our ESG disclosures by organizing our ESG priorities in a new section of our corporate website that includes a detailed discussion of each priority. Each of the topics addressed on the website reflects an important area of focus for our Company. Disclosure of all of our ESG priorities and related initiatives can be found on our website at www.equifax.com/about-equifax/environmental-social-governance. We will continue to update shareholders and other stakeholders on our ESG initiatives through regular updates to the website.

Below are highlights on our progress with respect to four of our ESG priorities:

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 2020. All of the director nominees then serving attended the 2020 Annual Meeting.

Our director nominees have a variety of backgrounds, which reflects the Board’s continuing objective to achieve a diversity of perspective, experience, gender, age, race and ethnicity. 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. Cybersecurity is one of the skills that the Governance Committee specifically considers in its assessment of Board membership criteria. With respect to the last three additions to the Board, the Governance Committee was also very focused on expertise in corporate strategy development, risk management, data and analytics, information technology and corporate governance. 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, race, 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 three 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 83 for information on the procedures for shareholders to recommend director nominees for consideration by the Governance Committee.

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.

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 Corporate Governance Guidelines (“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.

Since May 2020   We directly contacted investors representing 73% of our shares   We met with investors representing 47% of our shares

How we engaged with investors   •   We engaged with our investors through one-on-one meetings during the off season (September 2020 to February 2021) •   Our Independent Chairman joined for certain conversations •   We regularly report our investors’ views to our Board of Directors and relevant Board Committees       Topics discussed with our investors   •   Investors described their priorities and provided constructive feedback on many topics, including: –  Board refreshment and the skill sets we prioritize in director candidates –  Importance of diversity from a Board and workforce perspective –  Our response to the COVID-19 pandemic –  Executive compensation (see page 39 for further details) •   Investors also expressed support for the presentation of our ESG priorities on our new website and the progress made regarding ESG initiatives, while also highlighting opportunities for enhanced disclosure and providing input regarding our ESG strategy

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:   •   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 meetings of the Board •   Advising the CEO of decisions reached and suggestions made at the executive sessions of the non-management directors •   Facilitating communication between the directors and with the CEO •   Meeting directly with management and other employees of the Company •   Calling special meetings of shareholders •   Presiding at meetings of shareholders •   Being available for consultation and direct communication with shareholders

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.

Board Evaluation Process for 2020-2021

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 2020-2021 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 2021. 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 2020, the full Board held eight meetings and the standing committees held a total of 19 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(1)
Scott A. McGregor
John A. McKinley
Robert W. Selander
Melissa D. Smith
Audrey Boone Tillman(2)
Heather H. Wilson
Meetings held in 2020		5	4	6	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:

Audit Committee	•   Direct authority to appoint, oversee, compensate 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
	•   In coordination with the Technology Committee, oversees risk management with respect to cybersecurity
Compensation Committee	•   Approves and oversees our executive compensation programs and policies
	•   Determines executive officer compensation and approves employee benefit and compensation plans
	•   Considers the results of shareholder advisory votes on executive compensation matters and determines whether any changes may be warranted as a result
	•   Oversees an annual risk assessment of our compensation programs
	•   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
	•   Establishes and reviews compliance with the Company’s stock ownership guidelines
	•   Reviews and approves the creation or revision of any clawback policy
	•   Reviews the CD&A and other proxy statement disclosures related to executive compensation, and determines whether to recommend to the Board the inclusion of the CD&A in the proxy statement
Governance Committee	•   Reviews director nominees and director independence
	•   Reviews Board and committee organization, membership and function
	•   Oversees an annual review of the effectiveness of the Board and its committees
	•   Monitors compliance with our Governance Guidelines and other corporate governance matters
	•   Exercises oversight of our director compensation program and makes recommendations on such compensation for approval by the Board
	•   Reviews and discusses with management the Company’s responses to shareholder proposals or determines another committee of the Board appropriately responsible for reviewing a particular proposal
	•   Oversees our strategy with respect to ESG priorities and coordinates with other Board committees regarding substantive initiatives related to such priorities
	•   Oversees the director orientation and continuing education activities of the Board
	•   Oversees the Company’s Political Engagement Policy
Technology Committee	•   In coordination with the Audit Committee, oversees risk management with respect to cybersecurity
	•   Oversees our technology strategy and significant technology investments
	•   Reviews with management our technology investments and infrastructure associated with risk management, including policies relating to information security, disaster recovery and business continuity
	•   Receives regular reports directly from our Chief Information Security Officer (“CISO”), our Chief Technology Officer (“CTO”) and the internal audit department, including in executive session without other members of management present
	•   Oversees engagement of outside advisors to review the Company’s cybersecurity program

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 experience, gender, race, ethnicity and age. As part of its ongoing strategic review regarding Board refreshment, the Governance Committee seeks to anticipate future needs for expertise in corporate strategy, global business operations, mergers and acquisitions, 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 EFX2023 strategy. The Board believes that the additions of Heather Wilson in 2019, Melissa Smith in 2020 and Audrey Boone Tillman in 2021 provide our Board with additional broad-based executive leadership experience, as well as enhanced expertise in risk management, data and analytics, information technology and corporate governance.

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, 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 and thus not stand for re-election. In order to effect a smooth transition and ensure adequate skill sets and expertise on the Board following Ms. Marshall’s departure, the Committee conducted an extensive director search process, with the assistance of an executive search firm, which ultimately led to the appointment of Audrey Boone Tillman in February 2021. With Ms. Tillman’s appointment, the Board sought to ensure that expertise in legal, regulatory and corporate governance matters are retained in view of Ms. Marshall’s scheduled retirement.

Since 2017, we have decreased the average tenure of our director nominees from 9.0 years to 5.1 years. The following chart shows the tenure of our director nominees, which is well distributed to create a balanced Board, with five new independent directors joining the Board since 2017.

Committee Tenure and Refreshment

The Governance Committee is responsible for reviewing the composition of the 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.

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 is 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. On February 4, 2021, we entered into a letter agreement with our CEO that amends certain terms of his original Employment Agreement. The letter agreement provides for a five-year term of employment, ending on December 31, 2025. This change in conjunction with those described under “CEO Employment Agreement” on pages 53-54 is intended to ensure Mr. Begor’s continued leadership and to further align realized pay with long-term shareholder value and the continued success of our business strategy. 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.

Human Capital Management

Our People

At Equifax, we believe knowledge drives progress. We blend unique data, analytics and technology to create insights that power decisions and enable people to live their financial best. This is brought to life by our 11,400 employees in 22 countries around the world who are passionately focused on our customers and consumers. In 2020, we promoted approximately 1,100 talented employees and hired 2,300 new team members as we continue to grow and transform our businesses around the world.

Our Values and Culture

We are focused on nurturing our people through meaningful opportunities for career advancement, learning and development, supporting our next generation of leaders, an inclusive and diverse work environment, and regular employee engagement and recognition.

Our team shares a culture that informs how we see ourselves and our view of the world. Our work is guided by our purpose and our shared values. In 2020, we launched our refreshed values, contemporizing who we are, how we work and how we will act to fully realize and sustain our cloud data and technology transformation. Combined with our purpose, our values guide how we work together every day and form our relationships with customers, partners and shareholders. They are:

Inclusion and Diversity

Valuing diversity is at the heart of our shared values. We believe that increasing inclusion and diversity leads to better innovation, higher engagement levels and ultimately better business outcomes. We further believe that our employee base should reflect our customers and the communities where we live and work.

We continue to make visible, positive strides in support of our inclusion and diversity strategy and in adding and engaging diversity within our global teams. In 2020, we established our first Chief Talent and Diversity Officer role. This key leadership position reports directly to our Chief Human Resources Officer and is responsible for activating our talent strategy with a substantial focus on furthering a diverse workforce and inclusive culture. We are advancing this strategy through expanding our employee affinity networks around the world, hosting ongoing open dialogues to enhance understanding and mutual listening, targeted I&D training, cultural heritage celebrations, and linkages to community and financial inclusion initiatives. Further, consistent with our commitment to diversity, we have implemented diverse candidate slate requirements for higher level management roles.

Women comprise 30% of our Board nominees, and 10% are racially or ethnically diverse. Within our senior leadership team, 41% are women and 47% are leaders of diverse racial or ethnic backgrounds. In addition, three of our four business unit leaders are women or have diverse racial or ethnic backgrounds.

Workforce Health and Safety

In 2020, the COVID-19 pandemic had a significant impact on our people. The safety and wellbeing of our employees remains paramount, and we have taken extensive actions to care for our team members around the world, including:

Disclosure regarding our human capital management initiatives and our other ESG priorities can be found on our website at www.equifax.com/about-equifax/environmental-social-governance. We will continue to update shareholders and other stakeholders on these initiatives through regular updates to the website.

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 ERC, 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 ERC organization and functions and meets regularly with the Board, the Audit Committee and the Technology Committee. A Risk Program Governance team develops, enhances, deploys and manages risk program elements.

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 2020, 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 35 and “Director Compensation” beginning on page 76.

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 35. 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.

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 58 of this Proxy Statement. The NEOs are:

Executive Summary
2020 Financial Highlights
$4.1B	$6.97	39.0%	$189.5M
Revenue, an increase of 17.7% from 2019	Adjusted EPS*, an increase of 22% from 2019	One-year total shareholder return	Dividends paid to shareholders, consistent with 2019 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.

 

2020 Strategic and Operational Highlights

 

The foundation of our exceptional 2020 performance began in 2018 when we launched EFX2020, a three-year cloud technology, data and security transformation strategy to rebuild our organization from the ground up. In 2020, the last in our three-year plan, we completed the execution of each of our EFX2020 strategic imperatives: (i) operate as one Equifax team; (ii) drive growth; (iii) transform to cloud-native technology; (iv) instill a culture of customer centricity; (v) deliver market-leading data and analytics; (vi) invest to be the most consumer-friendly credit reporting agency; and (vii) become an industry leader in security. Our cloud data and technology transformation has repositioned Equifax as a global data, analytics and technology leader with industry-leading security.

 

A summary of our significant 2020 accomplishments is set forth below:

 

Strategic Priority	2020 Accomplishments
GROWTH	•  Achieved 17.7% consolidated revenue growth in 2020, with 23% revenue growth in 4Q20 •  Workforce Solutions business reached 51% year-over-year revenue growth and over $1.4 billion in annual revenue •  U.S. Information Solutions business grew adjusted revenue by 14.3% and delivered $1.5 billion in annual revenue* •  International business achieved annual revenue of $862 million and saw strong recovery in 4Q20, despite the significant negative impact of COVID-related lockdowns and economic impacts •  Global Consumer Solutions business continued its recovery with annual revenue of $345 million and 2% growth in our direct to consumer business, despite COVID-driven declines in our U.S. lead generation partner revenue •  Completed five acquisitions and investments and announced the acquisition of Kount, which will enhance our role in the $20 billion identity and fraud market •  Delivered 134 new products, with the majority built using our new cloud capabilities
CLOUD-NATIVE TECHNOLOGY	•  Made significant progress toward implementation of the Equifax Cloud, while delivering enhanced stability, speed, agility, new products and cost efficiencies •  Migrated over 50 billion records, 47,000 customers and over 1 million contributors to the Equifax Cloud •  Decommissioned 1,098 applications and rebuilt 710 more •  Made significant progress on the migration of our key U.S. credit database (ACRO) to the data fabric •  Closed 6 legacy data centers •  Launched first set of customers on Luminate Workbench, our cloud-native global fraud and investigation platform •  Continued to make significant progress in developing cloud-based expertise within our workforce
CULTURE OF  CUSTOMER CENTRICITY	•  Quickly responded to customer uncertainty in the COVID-19 environment by delivering over 180 webinars and launching 19 COVID-specific products •  Designed solutions in real-time to help businesses transform economic uncertainty into a better understanding of risk, which enabled them to make more confident decisions and help consumers when they needed it most •  Created a new role on our senior leadership team to focus on product and hired Cecilia Mao as our Chief Product Officer, responsible for accelerated development of products and agile use of platforms across the enterprise

MARKET-LEADING D&A	•  Hosted Ignite Live, a free, virtual event to help businesses operate with confidence in an era of uncertainty •  Provided lenders, governments and consumers with more frequent and insightful data and analysis regarding the financial profile of consumers and small businesses throughout the COVID pandemic •  Continued to build our market-leading decisioning technologies and received 21 new patents, including two additional patents on our award-winning NeuroDecision technology •  Expanded role of our existing Chief Data & Analytics Officer to enhance the focus on innovation
CONSUMER FRIENDLY CRA	•  During the economic downturn of 2020, we focused on our commitment to “helping people live their financial best” and, with the initiatives described below, brought our purpose to life to help consumers who were negatively impacted during the pandemic and quarantine •  Provided U.S. consumers weekly free credit reports to better support them as they applied for loans and managed their finances •  Launched our COVID+ Credit Financial Resources Center, offering free monthly credit scores, along with guidance for consumers on how to manage their money during the pandemic •  Worked to help expand consumer access to credit by adding data assets from alternative sources, such as rent, telecommunications and utility
INDUSTRY LEADER IN SECURITY	•  Completed final year of our three-year transformation toward becoming an industry leader in security •  Activated leading crisis management processes to implement COVID-19 safety and security protocols while maintaining effective operations •  Deployed a new employee security scorecard globally, measuring and reinforcing key security behaviors around training and phishing and conducted annual security training for all employees and our Board •  Aligned our controls with the National Institute of Standards and Technology (NIST) Cybersecurity Framework and new NIST Privacy Framework •  Expanded our cloud assurance tools, increasing visibility into our cloud security posture and driving productive collaboration •  Hosted our inaugural Customer Security Summit, demonstrating our commitment to transparency and forward-looking emphasis on supply chain security •  Continued to improve our security program maturity as measured by independent third parties, which directly correspond to the cybersecurity performance measure included in our 2020 Annual Incentive Plan
ONE EQUIFAX TEAM	•  Took actions to promote the safety and wellbeing of our employees in response to COVID-19: –  Ensured no employees lost their roles or experienced furloughs due to COVID by actively shifting employees to other roles to protect full employment –  Transitioned all non-essential employees to work from home early in the pandemic –  Established rigorous social distancing, sanitization and restricted occupancy requirements for all worksites –  Extended extra paid time off when person or family member under their care contracted COVID –  Provided all employees an extra day of paid time off to support mental health and well-being –  Provided nearly 4,000 non-bonus eligible employees with a special appreciation bonus •  Expanded inclusion and diversity (I&D) initiatives: –  Made four new hires or promotions in senior leadership team roles filled by diverse candidates –  Established first Chief Talent and Diversity Officer position reporting directly to our CHRO –  Deepened commitment to employee affinity networks, ongoing I&D-focused training and cultural heritage celebrations •  Made over 2,300 new hires and approximately 1,100 promotions •  The Equifax Foundation committed over $1.9 million in charitable contributions, with over $840,000 in employee and director matching gifts

*	Adjusted revenue 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 Incentive Programs Align Payouts with Financial Performance and Non-Financial Goals

 

Our 2020 compensation program metrics established in the first quarter of 2020 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 17.7% to $4.14 billion(1) •   Corporate Adjusted EPS from continuing operations increased 22.4% to $6.99(1)
		Key Non-Financial Goals Individual goals were largely derived from our EFX2020 strategic priorities, plus a COVID-19 leadership goal added in the second quarter of 2020:
		•   Drive growth •   Cloud-native technology •   Culture of customer centricity •   Market-leading D&A •   Consumer-friendly CRA •   Industry leader in security •   One Equifax team •   COVID-19 leadership
		Cybersecurity Performance Measure •   The cybersecurity metric used in our 2020 AIP 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 2020 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 2020 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 2020 Performance Highlights above.

(2)

Certain of our NEOs had roles for 2020 for which their AIP outcome was tied to specific business unit-level financial goals, as described in further detail under “Analysis of 2020 Compensation Decisions” beginning on page 42.

 

Say-on-Pay Voting Results in 2020

 

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 2020 Annual Meeting, approximately 91% of the votes cast approved our executive compensation program. Following our 2020 Annual Meeting, the Committee continued to review our compensation program and practices and how they align with our core compensation philosophy, recognized market best practices and our strategic priorities. The Committee continues to take steps to ensure that pay opportunities are performance-based, with a mix of fixed and at-risk variable pay that ensures alignment between management and shareholder interests.

 

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 incentives and long-term incentives 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 2020 Annual Incentive Plan, the Committee considered recommendations from members of management concerning the financial performance measures, the performance metric related to cybersecurity and the addition of an objective designed to meet the unique business challenges presented by the COVID-19 pandemic. 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 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:

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. The Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”), a nationally-recognized executive compensation consulting firm, to provide advice with respect to 2020 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. In 2020, FW Cook assisted the Committee in determining appropriate levels of compensation for the CEO and other executive officers for 2020, advising on the construct of variable incentives and assisting the Committee in evaluating performance goals.

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 2020, the Company conducted a detailed market review of executive pay to evaluate each element of pay competitiveness, reviewed the 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 and are representative of the labor market in which we compete for executive talent. The revenues of the companies in this peer group generally range from 1/3x to 3x the Company's revenue.

In September 2020, following annual review and based on the recommendations of its independent compensation consultant, the Committee revised its peer group for 2021 and thereafter to remove First Data Corporation, Total System Services, Inc. and Worldpay, Inc. due to industry consolidation and to add Fair Isaac Corporation (“FICO”). FICO was chosen as a similar business of reasonably similar scale and complexity.

Peer Group for Performance Shares

The 2020 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 2020 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 2020 Compensation Decisions

Context for 2020 Compensation Decisions

At our 2019 Annual Meeting, approximately 86% of the votes cast approved our executive compensation program. During our subsequent 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 executive compensation program. Our shareholders expressed support for our core compensation program, including the use of performance-based equity award structures to drive alignment of the interests of our executives and shareholders.

In February 2020, in response to shareholder feedback and the Committee’s review of our executive compensation program, the Committee sought to ensure that the 2020 compensation program reflected key business priorities and the 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 retained a cybersecurity performance measure as a metric under the 2020 AIP. For the 2020 LTI program, the Committee significantly reduced target values for the long-term incentives as compared to the enhanced LTI opportunities provided in 2019 and reverted to the general structure of the 2018 LTI program while retaining premium-priced options in lieu of traditional market-priced stock options. The 2020 compensation program is described in detail below.

2020 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 2020, the Compensation Committee retained a cybersecurity performance measure as one of the metrics under the AIP.

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 2020 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.

In the second quarter of 2020, following consideration of the challenges raised by the COVID-19 pandemic and potential impact on the compensation program, the Committee made an adjustment to the 2020 AIP to require all AIP-eligible employees, including our NEOs, to establish an additional individual objective designed to meet the unique business challenges presented by the pandemic. This new, COVID-specific objective was incorporated as an addition to the non-financial goals that comprise 20% of the overall AIP opportunity. The Committee otherwise determined that the targets set at the beginning of 2020 remained appropriate despite being set prior to knowing the full impact of the pandemic.

Establishment of Corporate-Level Financial Goals

The Compensation Committee established corporate-level financial goals required to earn a cash incentive award for 2020 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. As noted above, our 2020 AIP financial goals were established prior to the global outbreak of the COVID-19 pandemic.

In setting the levels for each corporate-level financial goal under the 2020 AIP, the Compensation Committee considered the Board’s review and approval of our 2020 operating budget, our 2020 financial outlook and our EFX2020 strategy, taking into account the initiatives to be implemented in 2020. In particular, the Compensation Committee considered:

The 2020 target levels for Corporate Operating Revenue and Corporate Adjusted EPS were set above 2019 actual results. The Compensation Committee believes these levels are sufficiently challenging to motivate executives to achieve performance that supports long-term shareholder value.

The 2020 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 2020 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 2020, Mr. Ploder participated in the Business Unit Plan for the Workforce Solutions business unit and Mr. Singh participated in the Business Unit Plan for the USIS business unit.

The 2020 business unit objectives for Messrs. Ploder and Singh are set forth below. The 2020 target levels for each of these business unit objectives were set above 2019 actual results.

Evaluation of Individual NEO Performance

Individual objectives for our NEOs and other members of the senior leadership team are typically developed in the first quarter of each year, in connection with the preparation of the Company’s business plan and overall strategy. Individual AIP objectives are specific to each NEO but also intended to support our enterprise-wide initiatives. The 2020 performance objectives for each of our NEOs, which were established in the first quarter of 2020, are set forth on pages 46-48 and reflect our focus on the following:

In the second quarter of 2020, following consideration of the challenges raised by the COVID-19 pandemic and potential impact on the compensation program, the Committee made an adjustment to the 2020 AIP to require all AIP-eligible employees, including our NEOs, to establish an additional individual objective designed to meet the unique business challenges presented by the pandemic. This new, COVID-specific objective was incorporated as an addition to the non-financial goals that comprise 20% of the overall AIP opportunity. The COVID-specific goal established for each of our NEOs is set forth on pages 46-48. The Committee determined that, other than the addition of the aforementioned COVID-specific AIP objective, no structural changes or adjustments to the metrics or goals of the compensation program were necessary after evaluating the potential impacts of the pandemic, because the current program appropriately aligns pay and performance.

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 2020, 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).

Cybersecurity Performance Measure

In 2020, 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 supports the Company’s goal of leading our industry in data security. Performance relating to the cybersecurity metric could not increase, but it could decrease, the actual amount payable under the 2020 AIP. The extent of this reduction could 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 2020 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 2020 for purposes of evaluating the effectiveness of the Company’s overall security program.

For 2020, 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 2020 Annual Cash Incentive Awards

In February 2021, the Compensation Committee reviewed each NEO’s performance against the pre-established 2020 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 2020 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 2020 awards earned by the NEOs, are set forth in the table below. A detailed description of how each NEO’s 2020 incentive award was achieved follows the table.

Determination of each NEO’s Performance and Annual Cash Incentive

Mark Begor I Chief Executive Officer

Mr. Begor achieved a rating of “Distinguished” based on his achievements on objectives for 2020. These achievements included:

John Gamble I Corporate Vice President and Chief Financial Officer

Mr. Gamble achieved a rating of “Distinguished” based on his achievements on objectives for 2020. These achievements included:

Rudy Ploder I President, Workforce Solutions

Mr. Ploder achieved a rating of “Distinguished” based on his achievements on objectives for 2020. These achievements included:

Bryson R. Koehler I Chief Technology Officer

Mr. Koehler achieved a rating of “Distinguished” based on his achievements on objectives for 2020. These achievements included:

Sid Singh I President, USIS

Mr. Singh achieved a rating of “Distinguished” based on his achievements on objectives for 2020. These achievements included:

2020 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 their 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).

In February 2020, based on our then-current progress toward successful execution on our EFX2020 performance goals, the Committee reverted to the general structure of the 2018 LTI program and significantly reduced target values for the long-term incentives as compared to the enhanced LTI opportunities provided in 2019. The Committee determined it was appropriate to continue use of premium-priced options for an additional year to reinforce the focus on the EFX2020 strategic initiatives and approved a 2020 LTI award mix that includes TSR performance shares (weighted 50%), premium-priced stock options (weighted 25%) and time-based RSUs (weighted 25%).

The components of the 2020 LTIP are:

Following the global outbreak of the COVID-19 pandemic in March 2020, the Committee regularly evaluated the potential impacts of the pandemic on the Company’s long-term incentive program. After review, the Committee determined that no structural changes or adjustments to the metrics or goals of the program were necessary, as the current program appropriately aligns pay and performance.

2020 LTIP 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.

Payouts in February 2023 (if any) for the performance shares awarded on February 21, 2020 will be based on the following scale, with straight-line interpolation between the threshold and maximum levels:

The number of TSR performance shares payable is the target award multiplied by a percentage (from 0% to 200%), calculated by taking an average of the payout percentages achieved for each of the last four quarters of the performance period based on the Company’s cumulative TSR percentile ranking through the end of each such quarter. Basing the award payout on the average of the payout percentages for each of the last four quarters of the three-year performance period counterbalances potential late performance period volatility and reflects performance over a longer period.

If our team does not deliver threshold performance, the value of the performance shares will be $0. In addition, 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 versus peers.

Premium-Priced Stock Options

The use of premium-priced stock options tightens the link between our long-term incentive compensation and creation of shareholder value by ensuring that executives receive gains only after a preferred return is first delivered to investors, thereby reducing the possibility that broad industry or market growth, as opposed to Company-specific performance, leads to executive gains. If our team is not able to drive share price returns in excess of the exercise price before the expiration date, the realized value of these stock options will be $0.

The exercise prices of stock options granted in 2020 were set above the fair market value of our stock in two equally weighted tranches, with exercise prices of 110% and 120% of the fair market value of our stock. The premium-priced stock options vest one-third on each one-year anniversary of the grant date, assuming continued employment with the Company. The term of the premium-priced stock options is six years from the grant date.

RSUs

We use RSUs to encourage retention of our employees over the long-term and simultaneously inspire our team to focus on corporate performance. The RSUs issued to our NEOs vest on the third anniversary of the grant date. RSUs accrue dividend equivalent units. The value of RSUs varies directly with the market price of our common stock, which creates an added incentive to make decisions that will build shareholder value over the long term.

Determination of 2020 LTI Grant Values

The Compensation Committee determined 2020 long-term incentive grant values by establishing a dollar value for each NEO and then converting this dollar value to a number of performance shares, RSUs and premium-priced stock options based on the grant date fair value of the award on the relevant grant date. The grant date fair value of performance shares is based on the Monte Carlo equity valuation model.

The following table details the target grant value used by the Compensation Committee to determine the number of performance shares, RSUs and premium-priced stock options granted to each NEO in 2020. Actual grant date values, computed in accordance with applicable accounting standards, are disclosed in the “2020 Grants of Plan-Based Awards” table on page 60. 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.

TARGET GRANT VALUE FOR 2020 LTI AWARDS

In February 2020, based on our then-current progress toward successful execution on our EFX2020 performance goals, the Committee significantly reduced target values for the long-term incentives as compared to the enhanced LTI opportunities provided in 2019. As compared to 2019, the target 2020 LTI opportunities represented a 26% decrease for our CEO and an average decrease of 45% for our other NEOs.

The Committee determined it was appropriate to continue the use of premium-priced options for an additional year to reinforce the focus on the EFX2020 strategic initiatives and approved a 2020 LTI award mix that included TSR performance shares (weighted 50%), time-based RSUs (weighted 25%) and premium-priced stock options (weighted 25%).

2018-2020 Performance Share Awards

In February 2021, the Compensation Committee approved the vesting and payment of the FY2018-FY2020 performance shares at 164.1% of their target award level. The Committee’s determination was based on the Company’s achievement of total shareholder return relative to companies in the S&P 500 Index (as constituted on the initial grant date, subject to certain adjustments) over the three-year performance period ended December 31, 2020. 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 through 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 2020 Fiscal Year-End” table on pages 62-64. The FY2018-FY2020 performance share awards were paid to those NEOs (Messrs. Gamble and Ploder) who were executive officers in February 2018 at the time such awards were granted.

Actions Taken with Respect to 2021 Compensation

Annual Incentive Plan

Financial Goals

Beginning in 2021, the Company will no longer exclude costs related to the 2017 cybersecurity incident when calculating Adjusted EPS, one of the two key financial metrics under the AIP.

Security Goal

Following the 2017 cybersecurity incident, the Committee added a cybersecurity performance measure as one of the metrics under the AIP, in order to promote a Company-wide focus on data security and reinforce our overall security program goals. Achievement of the cybersecurity metric could not increase annual incentive compensation, but failure to meet it could decrease the award otherwise payable. This cybersecurity performance measure was a unique provision that was not used by our peers, but the Committee believed the use of the measure was important in light of the 2017 cybersecurity incident and to evidence our commitment to cybersecurity.

Since 2018, we have invested an additional $1.5 billion in our security and cloud technology transformation and achieved our goal of becoming an industry leader in data security. Each year since the cybersecurity metric was added to the AIP, our security program performance has been above target.

Given the significant progress we have made in strengthening our data security program, the positive feedback we have received from shareholders on incorporating cybersecurity performance in the executive compensation program, the continued importance of prioritizing cybersecurity in our strategic priorities, and in an effort to further align pay practices with our peers, the Committee determined to move cybersecurity from a single Company-wide AIP performance metric to a required component of the non-financial goals that comprise up to 20% of the 2021 AIP opportunity for eligible employees (including the NEOs) who have such goals. As a result, beginning in 2021, Equifax employees (other than the CEO) who participate in the AIP will have a mandatory security-focused performance goal, making data security an integral and consistent element of the expected performance of our employees.

CEO Goals and Target Award Opportunity

On February 4, 2021, we entered into a letter agreement with our CEO that amends certain terms of his original employment agreement, including (i) specifying that Mr. Begor’s AIP award will be determined exclusively based upon achievement measured against Company financial goals (rather than 80% financial goals and 20% individual objectives) and (ii) increasing his target AIP award opportunity from 100% to 120% of base salary. In making these changes, the Committee considered Mr. Begor’s leadership role in the Company’s effort to regain the confidence of customers and consumers following the 2017 cybersecurity incident and his strategic, visionary and innovative leadership in driving a $1.5 billion cloud data and technology transformation across the global enterprise. These AIP changes were intended to ensure Mr. Begor’s continued leadership and to further align realized pay with long-term shareholder value and the continued success of our business strategy. See “CEO Employment Agreement” on pages 53-54 for a detailed description of this agreement.

Long-Term Incentive Plan

Based on a 91% approval of our compensation program at the 2020 Annual Meeting and direct engagement with nearly 47% of our shareholder base since that time, our investors have expressed support for our overall compensation strategy, including our LTI program.

In February 2021, in connection with the extension of our CEO’s employment agreement, the Committee approved an LTI award mix for 2021 that consists of TSR performance shares (weighted 60%), time-based RSUs (weighted 20%) and premium-priced stock options (weighted 20%). See “CEO Employment Agreement” on pages 53-54 for more information regarding these awards.

The Committee approved a 2021 LTI structure for our NEOs other than the CEO that is generally consistent with the standard award mix we had in place prior to the 2017 cybersecurity incident. For NEOs other than the CEO, the 2021 LTI award mix includes TSR performance shares (weighted 50%), time-based RSUs (weighted 25%) and market-priced stock options with a ten-year term (weighted 25%). This LTI award mix reflects the significant progress we’ve made to return to a position of market leadership following the successful execution of our three-year EFX2020 cloud technology, data and security transformation strategy.

Effective for employees hired on or after January 1, 2021, the Committee amended the definition of retirement under the 2008 Omnibus Incentive Plan and other equity-based plans to increase the service requirement from age 55 and five years of service, to age 60 and five years of service. The Committee made these changes in order to align with market practice and to increase the retentive value of future equity awards.

CEO Employment Agreement

On February 4, 2021, we entered into a letter agreement with our CEO that amends certain terms of his original employment agreement. See “CEO Employment Agreement” on pages 53-54 for a detailed description of this agreement.

Other Compensation Program Information

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 direct reports to the CEO or 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. 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.

Supplemental Retirement Plan

The Supplemental Retirement Plan for Executives of Equifax Inc. (the “SERP”) covers certain of our NEOs (Messrs. Gamble and Ploder) as well as certain senior executive officers designated by the Compensation Committee. The SERP provides monthly supplemental retirement benefits after retirement. The SERP was closed to new participants after January 1, 2016.

Supplemental Contribution Program

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

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 and performance share 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 participation in our employee stock purchase program and medical, dental, vision, life insurance and disability insurance benefits.

Limited Perquisites

We offer limited perquisites to our executive officers. Perquisites for our executives have the following objectives:

The NEOs are eligible to receive financial planning and tax services in an annual amount of up to $50,000 for the CEO and $10,000 for other NEOs ($12,500 in their first year for newly-hired and newly-promoted executives) and comprehensive medical examinations. The attributed costs of perquisites are included in the “All Other Compensation” column of the Summary Compensation Table on page 58 and Note 8 thereto. We do not provide tax reimbursement on the value of the applicable perquisite other than certain relocation and foreign tax expenses.

CEO Employment Agreement

On February 4, 2021, the Company entered into a letter agreement (the “Letter Agreement”) with our CEO which amends certain terms of the employment agreement between the Company and Mr. Begor dated March 27, 2018 (the “Original Employment Agreement” and, as amended by the Letter Agreement, the “Employment Agreement”). The Letter Agreement provides for a five-year term of employment, ending on December 31, 2025. This change in conjunction with those described below is intended to ensure Mr. Begor’s continued leadership and to further align realized pay with long-term shareholder value and the continued success of our business strategy. Since joining Equifax as CEO in 2018, Mr. Begor led the effort to regain the confidence of customers and consumers following the 2017 cybersecurity incident and drove a $1.5 billion cloud data and technology transformation across the global enterprise. This cloud data and technology transformation has repositioned Equifax as a global data, analytics and technology leader with industry-leading security. The Board believes that Mr. Begor’s strategic, visionary and innovative leadership and in-depth knowledge of our business make him uniquely qualified to continue to lead the Company and execute our strategy for shareholder value creation.

Under the Employment Agreement, Mr. Begor’s annual base salary is $1.5 million, subject to increase, but not decrease, by the Board or the Compensation Committee. The Letter Agreement increases Mr. Begor’s target annual cash incentive award opportunity from 100% to 120% of his annual base salary, commencing in 2021. The Letter Agreement also specifies that, commencing in 2021, Mr. Begor’s annual cash incentive award will be determined exclusively based upon achievement measured against specified Company financial goals, rather than 80% Company financial goals and 20% individual objectives.

Mr. Begor’s 2020 long-term incentive award minimum target grant date value was increased to $8.1 million by the Compensation Committee. Under the terms of the Letter Agreement, commencing in 2021, the minimum target grant value of Mr. Begor’s annual long-term incentive award has been replaced with a fixed target grant value of $10.1 million. Commencing in 2021, the components of Mr. Begor’s annual long-term incentive award will consist of (i) 60% performance shares, (ii) 20% premium-priced stock options and (iii) 20% time-based RSUs. Each grant of premium-priced stock options will cliff vest on the later of (i) December 31, 2025 and (ii) the third anniversary of the date of grant. The premium-priced stock options granted in 2021 and 2022 will have a seven-year term and the premium-priced stock options granted in 2023, 2024 and 2025 will have a six-year term. Each award of premium-priced options will be split evenly into two equally weighted tranches, based on fair value on the grant date, with exercise prices set at premiums of 110% and 120% to the fair market value of a share of our common stock on the applicable date of grant.

The changes described above result in 80% of Mr. Begor’s annual long-term incentive award being subject to substantive performance requirements and only 20% being subject to time-based vesting. This compares to an equal weighting of 50% each under the terms of the Original Employment Agreement. The Letter Agreement includes premium-priced

stock options in place of traditional stock options that were contemplated under the terms of the Original Employment Agreement, which tighten the link between long-term incentive compensation and creation of shareholder value. Mr. Begor’s annual long-term incentive award will be subject to the Company’s enhanced clawback policy whereby the Board may recover incentive compensation awarded to employees in the event of misconduct or failure of oversight that results in significant financial or reputational harm, irrespective of whether there has been a financial restatement.

Mr. Begor participates in the Company’s incentive, savings, retirement and welfare benefit plans and programs made available to senior executives. The Employment Agreement provides for perquisites that include health care and a financial planning allowance. These perquisites serve the important business purposes of ensuring that our CEO is aware of his personal health and receives adequate assistance in managing his personal finances, each of which enables him to focus his time on managing our business.

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 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 incentive opportunity for the year of termination, (ii) any accrued but unpaid annual incentive plus a pro rata annual incentive for the year of termination, (iii) full acceleration of vesting as of the termination date of his new hire 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 (except as described below for the long-term incentives awards commencing in 2021), 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 Internal Revenue Code (“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, in each case on or following April 17, 2023, the annual long-term incentive awards granted to Mr. Begor in 2021 through 2025 will continue to vest until the earlier of the applicable vesting date and the second anniversary of the date of his termination of employment, with each such award becoming vested in accordance with the original vesting schedule. Upon the second anniversary of any such termination of employment, each such outstanding award will vest on a pro-rated basis determined based on the portion of the original vesting schedule that has elapsed through such second anniversary (subject, in the case of performance shares, to certification by the Board of the Company’s performance following the end of the applicable performance period). Following any such termination of employment, Mr. Begor will have 36 months to exercise his vested options (or, if earlier, until the applicable expiration date of the option).

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” (as defined in the 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 incentive opportunity for the year of termination, (ii) any accrued but unpaid annual incentive plus a pro rata annual incentive 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.

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

Except for Mr. Begor’s Employment Agreement, employment agreements are not used with respect to any other executive officer, each of whom is employed on an “at will” basis.

Change in Control Arrangements

The Equifax Inc. 2019 Change in Control Severance Plan (the “CIC Plan”) replaced the prior change in control agreements between the Company and all executive officers who previously were party to an existing change in

control agreement, including Messrs. Gamble and Ploder. The CIC Plan applies to each of our NEOs and senior executives, except our CEO. The severance benefits applicable to Mr. Begor in the event of a change of control are contained in his employment agreement with the Company, as described above. See “Change in Control Severance Plan” on page 73 for more information on the CIC Plan.

Subject to the discretion of the Compensation Committee, under the 2008 Omnibus Incentive Plan and applicable award agreements, equity awards granted to our NEOs include a “double-trigger” change in control provision to limit accelerated vesting in the event of a change in control of Equifax to those situations where an executive is terminated without cause, the executive terminates for good reason or the acquirer fails to assume the awards.

Consideration of Certain Tax Effects

The Company’s annual tax deduction for compensation paid to each of the NEOs and certain other current or former officers 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” compensation if certain requirements were met. Prior to the fiscal year ended December 31, 2018, we historically designed our annual incentive and long-term incentive programs for NEOs to qualify for that exemption. As a result of tax legislation that was enacted December 22, 2017, the exemption for performance-based compensation was repealed effective for tax years beginning after December 31, 2017, and the number of employees who are considered “covered employees” subject to the Section 162(m) limit was expanded to include the Chief Financial Officer (who was previously excluded) and certain former NEOs and other officers. As a result of these changes, compensation in excess of $1 million paid to covered employees 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 will continue to consider these implications, including the potential lack of deductibility under Section 162(m), among several factors when making compensation decisions, but the Compensation Committee has provided and reserves the right to provide compensation that does not qualify as deductible under Section 162(m).

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 2020, which was conducted with the assistance of management and the Committee’s outside compensation consultant (FW Cook), 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

We have a clawback policy that covers all employees, including executive officers, and applies to equity awards and other incentive compensation awarded to such employees (excluding the one-time new hire award granted to our CEO in May 2018). The Compensation Committee has discretion to apply the policy to recover and recoup incentive compensation in all of the events described below.

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 our 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 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. As of the most recent annual measurement date, all of our executive officers were in compliance with our stock ownership requirements.

Mandatory Trading Plans for Senior Executives

Our insider trading policy prohibits our CEO and other senior executives from purchasing or selling Equifax securities except pursuant to a Rule 10b5-1 trading plan in a form that has been approved by the Office of Corporate Secretary.

Hedging and Pledging Policies

Under our insider trading policy, our employees, officers and directors are prohibited from purchasing or selling financial instruments (including prepaid variable forward contracts, equity swaps, collars, exchange funds and other derivative securities), or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Equifax securities. We also prohibit our directors, officers and employees from holding our stock in a margin account or pledging our stock as collateral for a loan.

Compensation Committee Interlocks and Insider Participation

Mark Feidler, Robert Marcus, Siri Marshall and Robert Selander were members of the Compensation Committee during 2020. 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 2020.

Summary Compensation Table

The following table presents information regarding compensation of the NEOs for services rendered during 2020, 2019 and 2018. 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.

2020 Grants of Plan-Based Awards

Set forth below is information regarding awards provided to the NEOs in 2020. The non-equity incentive awards were made under the 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.