UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, DC 20549

 

SCHEDULE 14A

 

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

 

  Filed by the Registrant   Filed by a Party other than the Registrant

 

Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
Definitive Proxy Statement
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Soliciting Material under §240.14a-12

 

EQUIFAX INC.

 

 

(Name of Registrant as Specified in Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check all boxes that apply):
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2022 was a strong year for the New Equifax. We are truly a diversified data, analytics and technology company that is shifting into our Next Gear and extending well beyond a traditional credit bureau in the markets we serve worldwide. We are driving innovation to meet the evolving needs of global consumers and customers while delivering strong financial results for our shareholders.

 

Equifax achieved record 2022 annual revenue of $5.122 billion,

 

up 4% over 2021 despite an unprecedented estimated 56% decline in U.S. mortgage originations and a softening of the global macroeconomic environment. The power of the Equifax business model and our execution against our EFX2025 strategic priorities is reflected in our eight consecutive quarters of strong, double digit core revenue growth – and strong 17% non-mortgage growth in 2022. Our non-mortgage businesses comprised 77% of Equifax and delivered growth in 2022 well above our 8-12% long-term growth framework.

 

In 2022, we harnessed the power of our new Equifax Cloud™ capabilities and differentiated data to deliver more than 100 new products for a record setting Vitality Index (defined as revenue from new products introduced in the last three years) of 13%, which is well above our 10% long term vitality target for new products and 400 basis points above 2021. North American revenue from products delivered from an application running in the new Equifax Cloud reached a record of approximately 70%, up from 50% in 2021. We also continued to invest in strategic, bolt-on acquisitions to strengthen our company and drive future growth and have signed or completed 14 transactions for consideration totaling $4.1 billion since the beginning of 2021. We continue to set ourselves apart in the industry with innovative solutions and differentiated data assets that ‘Only Equifax’ can provide.


 

At the Business Unit Level in 2022

 

 

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Strong Financial Performance

 

Our strong financial performance was supported by the significant strides we have made to complete our Equifax Cloud transformation. This new Cloud infrastructure is delivering always-on capabilities and faster New Product Innovation, with integrated data assets, faster data delivery and industry leading enterprise security. Approximately 70% of our North American revenue is now being delivered from the Equifax Cloud and in 2023 we are focused on completing our North American cloud transformation to become the only cloud native data and analytics company.

 

The strength of the New Equifax worldwide is supported by our nearly 14,000 Equifax employees in 24 countries who have helped our customers adapt to a challenging post-COVID economic landscape, enabling them to support rapidly evolving consumer needs.

 

A few of our 2022 highlights include:

 

 

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Consumer Impact: Helping People Live Their Financial Best

 

Our company purpose is to help people live their financial best and Equifax strives to support economically healthy individuals and financially inclusive communities in each of the 24 countries where we do business. This purpose-driven focus was recognized in 2022 with a Google Customer Award for Diversity, Equity and Inclusion.

 

Financial inclusion is at our core and Equifax is committed to helping people and small businesses access useful and affordable financial products and services that meet their needs – including payments, savings, credit, insurance and government benefits – delivered in a responsible and sustainable way. Every financial first – whether it’s a first job, a college education, a bank account, credit card, car loan, apartment lease, small business loan, government benefit or mortgage – can spur positive economic change.

 

 

While credit reports remain a strong indicator of credit history and past financial reliability, we believe that Fair Credit Reporting Act (FCRA) compliant information that is not included in traditional credit report data has the potential to help responsibly expand consumer access to credit and support a more inclusive economy. Equifax is a leader in alternative data that supports financial inclusion and access to credit.

 

 

In 2022, we publicly announced plans to become the first in the industry to provide certain telecommunications, pay TV and utilities attributes to the mortgage industry to help streamline the mortgage underwriting process and support loans within the secondary mortgage market. Effective Q1 2023, these telecommunications, pay TV and utilities attributes are now available to the mortgage industry to provide a fuller picture of consumers’ financial profiles. The majority of American adults have at least one utility or cell phone bill in their name. Delivering certain telecommunications, pay TV and utilities attributes to mortgage lenders alongside traditional credit reports can help create greater home ownership opportunities for more than 191 million U.S. consumers, 80% of whom have traditional credit files, but may benefit from additional insights into their financial profile that can make mortgage underwriting faster and easier. The use of these expanded data insights can also provide visibility to millions of credit invisible consumers – those without traditional credit files – and enhance the financial profiles of younger, thin-file, and unscorable consumers as they complete first mortgage applications – helping to expand access to credit.

 

Equifax plays an important role in the financial lives of consumers and we take that responsibility seriously. As we strive to become the most consumer-friendly credit bureau, our company purpose drives our business actions.

 

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ESG Priorities

 

Data, analytics and technology is a powerful force in addressing pressing issues facing the world around us and Equifax has committed to reaching net-zero greenhouse gas emissions by 2040, an important sustainability commitment enabled by our Equifax Cloud. As we move from physical, on-premise data centers to cloud-based technology, we are working to increase system reliability and reduce operating expenses while also transitioning to more renewable energy sources, consuming energy more efficiently and reducing our carbon footprint. These strategic business actions also have the potential to help reduce greenhouse gas emissions.

 

For Equifax in 2022, data centers made up approximately 50% of the company’s total scope 1 and 2 emissions, net of renewable energy. As a part of our Equifax Cloud transformation we have decommissioned 19 data centers to date, including seven decommissions in 2022. As we complete our North American Cloud transformation in 2023, we expect to close about 15 additional data centers, consolidate development centers, and continue to reduce our software application footprint. In 2022, we accelerated our plan to purchase renewable energy associated with our offices and data centers, which will continue to have a positive impact on our sustainability commitments.

 

Equifax makes quantitative Environmental, Social and Governance (ESG) diversity disclosures available annually in accordance with the Sustainability Accounting Standards Board (SASB) framework, and we were one of the first in our industry to publicly disclose our Equal Employment Opportunity (EEO-1) and SASB diversity reports. We are committed to nurturing a culture where everyone feels welcomed, valued and respected. Within our senior leadership team, nearly 60% identify as female or as having a diverse racial or ethnic background, and 45% of the Equifax global workforce identify as female.

 

 

In support of our commitment to inclusion and diversity and the creation of an environment where all team members can flourish, we also developed and launched the Equifax Inclusive Leader Framework in 2022 to articulate the habits and behaviors expected of leaders across Equifax. And all members of our Global Leadership Team had an ESG goal as part of their performance objectives last year.

 

In January 2023, Equifax appointed Karen Fichuk, former Chief Executive Officer of Randstad North America, as an independent director. Fichuk’s election is part of the board’s regular succession planning process in connection with the scheduled retirement of independent director Bob Selander in May 2023. Forty percent of our director nominees for election at the 2023 Annual Meeting identify as female.

 

 

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EFX2025: Our Growth Strategy for the Future

 

We move into 2023 with significant momentum in the underlying growth of our businesses and in the execution of our EFX2025 strategic priorities. Our Equifax team around the world delivered against every component of our EFX2025 growth strategy in 2022 as we worked to rapidly build the New Equifax and shift into our Next Gear of operations.

 

 

   
   

 

Accelerate Innovation and New Products

 

Equifax truly accelerated New Product Innovation in 2022 with over 100 new products for the third year in a row, and a record full year Vitality Index of over 13% with over 90% of new product revenue from non-mortgage products. This 13% Vitality Index is an all-time high since our Vitality Index program’s inception in 2007, and is greater than 400 basis points above our strong 2021 results and more than 300 basis points higher than our long-term growth framework.

 

As we complete the new Equifax Cloud, we are positioned to bring exciting new products to market that leverage our diversified assets and unique capabilities to unlock growth opportunities for our customers. A majority of our New Product Innovations, about 75% in total, leverage global capabilities from our Equifax Cloud platform, which drives both scale and efficiency. Our time to market is averaging 77 days from start to launch, which is just a third of the time needed only three years ago. Revenue driven from new products reached the highest level in our history at $650 million in 2022.

 

Workforce Solutions continues to lead Equifax in New Product Innovation with offerings like the TotalVerify data hub, delivering a business unit Vitality Index at more than twice our long-term 10% Vitality Index target. Workforce Solutions is the first Equifax business to be substantially complete with their Equifax Cloud transformation and the growth of the Workforce Solutions Vitality Index from the low single digits in 2019 to its record levels in 2022 is a testament to the power of the Equifax Cloud to drive innovation and new products today and in the future.

 

Innovation and development across all regions is increasingly powered by our investment in the Equifax Cloud. It enables us to scale and replicate our innovations across the globe – and we have grown our multi-market launches as a percentage of total New Product Innovation from 2% in 2018 to over 20% in 2022 and growing. The LATAM region leads Equifax with this approach. With a regional Vitality Index well above our 10% long term target, the International team is creating solutions that fit each of the 11 countries in the Equifax LATAM region to expand and accelerate growth.

 

As we complete the Equifax Cloud, we are positioned to bring exciting new products to market.

 

As we move into 2023, our Equifax Cloud-based data fabric capabilities will further accelerate our New Product Innovation-based revenue growth worldwide. We are in the early days of leveraging these new capabilities but remain confident that they will differentiate us commercially, expand our New Product Innovation capabilities, and accelerate our top line growth.

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Leverage Equifax Cloud Capabilities

 

We are entering 2023 in the final chapter of completing our Equifax Cloud data and technology transformation that we started almost five years ago. This massive, over $1.5 billion multi-year investment in the Equifax Cloud is central to our differentiation and to our competitive advantage today and in the years to come. We have created an agile new foundation for the enterprise to develop solutions that are faster, more reliable, more powerful, and more secure than ever before.

 

In 2022, North American revenue from the Equifax Cloud reached a record of about 70%, up from 50% in 2021.

 

In 2022, North American revenue from the Equifax Cloud reached a record of about 70%, up from 50% in 2021. We made the strategic decision in 2022 to increase capital spending by approximately $175 million to $625 million for the year to accelerate the completion of our North American Cloud transformation. The progress made in 2022 will enable substantial completion of the North American transformation and customer migrations in 2023, including the ability to decommission applications and major North American data centers. Our International transformation also continues to progress towards our goal of being principally complete by the end of 2024 and we are on track to reach our goal of 80% of our global revenue being delivered from the Equifax Cloud in the near future.

 

Other highlights of our work to complete the Equifax Cloud in 2022 include:

We decommissioned seven data centers, bringing our total to 19, which serves to help increase our system reliability and reduce our operating expenses while reducing our carbon footprint and fueling our commitment to reach Net Zero greenhouse gas (GHG) emissions by 2040.
We deployed a Global Network Security Stack to enable a standard, secure and scalable Cloud infrastructure globally. This drives substantially decreased latency and increased security protection and encryption, translating to faster application onboarding and customer response time.
Workforce Solutions accelerated growth with the Equifax Cloud, moving The Work Number database to our Data Fabric – scaling employer records to more than 2.6 million U.S. employers – and transforming Verification Services.
Equifax completed 53,000 customer migrations globally in 2022, an increase from the 30,000 customer migrations completed in 2021.
We strengthened our competitive edge in 2022 with the launch of a unified global keying and linking platform in our enterprise Data Fabric that will soon allow us to replace 10 disparate systems.
Our first consumer credit product, Automated Data View, moved to the Equifax Cloud, enabling 1,500 U.S. Information Solutions customers to access our Core Credit exchange on the Data Fabric for faster insights.
Canada began to transform their Consumer Exchange with almost 50% of online consumer transaction volume migrated. This is the first location outside of the U.S. to begin this shift.
Kount Identity Verification, our global Identity Verification and Adaptive Authentication platform, went live in the U.K. replacing a legacy system and unlocking Equifax Cloud savings.
Latin America completed more than 20,000 of our total customer migrations in 2022, while also delivering more than 30 new Equifax Cloud-based products and a regional Vitality Index well above our 10% long term target.
Australia and New Zealand successfully loaded 100% of their historical consumer data into the Data Fabric.
India made substantial transformation progress, deploying the International Work Number to the Equifax Cloud.

 

 

As we focus on completing our North America Cloud transformation in 2023, we will pivot to leveraging our differentiated data assets and new Cloud infrastructure to drive new product roll-outs and top-line growth. Workforce Solutions will accelerate its focus on leveraging their new Equifax Cloud capabilities and USIS and Canada will complete their consumer credit, alternative data and Identity & Fraud Solutions transformations. These are milestones that Equifax has been building towards for nearly five years. We are energized to be pivoting from building the cloud to leveraging our new Equifax Cloud technology to drive innovation, new products, growth, and margin expansion.

 

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Expand Differentiated Data Assets

 

Differentiated data and analytics that Only Equifax can provide continue to be at the heart of our business. Unlocking deeper decision intelligence to help our customers deliver better outcomes for consumers at scale is a primary focus of our Equifax Cloud transformation. This requires exceptional data stewardship, including strong processes to ensure the accuracy of our differentiated data, and providing the highest level of regulated services in support of our goal to become the most consumer-friendly credit bureau.

 

Unlocking deeper decision intelligence to help our customers deliver better outcomes for consumers at scale is a primary focus of our Equifax Cloud transformation.

 

In 2021, we united our Technology, Product and Data & Analytics teams under the leadership of Bryson Koehler to create heightened connectivity and positive synergies across these critical teams. In 2022, we announced the appointment of Harald Schneider as Chief Data & Analytics officer, reporting to Koehler. Schneider brings more than two decades of multinational experience to the role of Chief Data & Analytics Officer. In this role, he will champion global data innovation, maximizing the benefits of Equifax differentiated data assets, leading analytics capabilities and single data fabric within the Equifax Cloud to drive new products and growth while overseeing our data acquisition strategy and data quality management.

 

 

Strengthening our data assets and connecting them to drive unique, real-time insights for our customers is central to the Next Gear of our operations. In 2022, the differentiated data that Only Equifax can provide included:

The Work Number Database: 152 million active employment records and 604 million total employment records for verifications of employment and income from 2.6 million different US employers
Core Credit: More than 1.6 billion tradelines with information on 240 million+ consumers
Insights: 180 million incarceration records and 600 million court records
Partnership with National Student Clearinghouse: Access to 130 million degrees from 2,700 colleges and universities
DataX and Teletrack: Access to 80 million unbanked, underbanked and credit rebuilding consumers – enabling greater access to credit
Partnerships for cash flow data: Information on balances, deposits and withdrawals from more than 7,700 participating U.S. financial institutions – allowing access to 99% of the U.S. population
IXI: Wealth information with $24 trillion in anonymized assets and investments
Kount: 56 billion consumer identity interactions
Commercial Financial Network powered with acquisitions of PayNet and Ansonia: 180 million tradelines across 155 million businesses

 

We will continue to maximize our differentiated data assets to drive new products and solutions leveraging alternative data assets to provide a fuller financial picture of consumers to lenders and service providers.

 

The bottom line goal of our Equifax Cloud innovation and investment is to help our customers deliver better outcomes for consumers and businesses at scale and in 2023 we will continue to maximize our differentiated data assets to drive new products and solutions leveraging alternative data assets to provide a fuller financial picture of consumers to lenders and service providers.

 

* Based on actual and estimated results from January-December 2022; Sources: Data and analytics captured by Equifax business units (U.S. Information Solutions, Workforce Solutions, and International)

 

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Put Customers and Consumers First

 

Migrating our products and solutions to the Cloud gives customers access to the most up-to-date data, which forms the most comprehensive profiles for consumers and businesses – helping to propel them forward. We are also driving more powerful consumer experiences through product innovation and improved services.

 

Our goal of becoming the most consumer-friendly Consumer Reporting Agency guides our actions:

In 2022, we supported victims of crime with more than 24 million notifications through the VINE network. VINE, acquired in our purchase of Appriss Insights in 2021, is the leading victim notification network in the U.S. It allows survivors, victims of crime, and other concerned citizens to access timely and reliable information about offenders or criminal cases in U.S. jails and prisons.

 

 

Our onboarding solutions helped one in 10 U.S. employees start their new jobs, and we provided consumers with access to 23 million tax forms to help them complete their tax returns.

 

 

We enhanced the consumer experience on The Work Number portal in 2022, making it even simpler for individuals to view, understand and control their employment data. The fully refreshed site now includes a mobile-friendly design with enhanced accessibility and new educational tools.
The experience of our U.S. myEquifax consumer portal, which surpassed 17 million users, 5.9 million Core Credit™ subscribers, and 626,000 paid product subscribers in 2022, has evolved over the last year to include access to new offers and services, helping to simplify processes like finding auto loans on behalf of the consumers we serve.

 

Along with TransUnion and Experian, we announced significant changes to medical collection debt reporting to support consumers faced with unexpected medical bills.

 

And, along with TransUnion and Experian, we announced significant changes to medical collection debt reporting to support consumers faced with unexpected medical bills. These joint measures will remove nearly 70% of medical collection debt tradelines from consumer credit reports. We also jointly announced the extension of free weekly credit reports to U.S. consumers through the end of 2023 to help consumers manage their financial health during a period of economic uncertainty.

 

Equifax plays an important role in the financial lives of consumers and we take that responsibility seriously. Ensuring the accuracy of our differentiated data and of consumer credit reports is our most important job and as we work to complete our transformation in 2023, we are examining our business processes and technology platforms as we work to improve them.

 

 

* Based on actual and estimated results from January-December 2022; Sources: Data and analytics captured by Equifax business units (U.S. Information Solutions, Workforce Solutions, and International)

 

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Execute Bolt-on M&A

 

Equifax continues to re-invest our strong performance in strategic, bolt-on acquisitions to strengthen our company and drive future non-mortgage growth. We have signed or completed 14 transactions totaling $4.1 billion since the beginning of 2021.

 

In 2022, we completed four acquisitions totaling $450 million that will contribute approximately $90 million in annualized revenue.

 

In 2022, we completed four acquisitions totaling $450 million that will contribute approximately $90 million in annualized revenue. The accretive acquisitions of Data-Crédito, Efficient Hire, LawLogix and Midigator not only grow our core revenue, but strengthen our business with new data assets, capabilities and talented team members.

Data-Crédito expands the Equifax International business into new geographies. As the largest consumer credit reporting agency in the Dominican Republic, Data-Crédito is a bridge to the Caribbean that will allow Equifax to connect and stay close to strategic regional clients and to better serve consumers. By bringing the power of the Equifax Cloud to credit reporting and scoring in the Dominican Republic, Equifax will enable financial institutions to gain new insights into consumers’ financial profiles as part of the lending process, helping them to responsibly open up new mainstream financial services opportunities to underbanked individuals.
Efficient Hire expands The Work Number database with more than 500,000 active payroll records and strengthens the Workforce Solutions suite of employer services with solutions specifically tailored to meet the needs of hourly employers, with an emphasis on helping firms in the restaurant, staffing, building services, senior care and hospitality industries, to help them efficiently scale their workforces. Employee acquisition and retention in these industries continue to impact consumer experiences in a hiring environment that has been challenged since the beginning of the COVID pandemic.
LawLogix Software-as-a-Service solutions further expand our Workforce Solutions employer services by providing the capability to digitize and streamline labor-intensive I-9 and immigration processes while helping thousands of organizations, including several of the largest businesses and most recognized immigration law firms in the United States comply with complicated regulatory frameworks.
Midigator post-transaction fraud mitigation solutions expand our USIS business and complement the Equifax Kount Identity Trust Global Network acquired in 2021. With global omnichannel digital payments expected to grow from 2.6 billion users in 2020 to over 4.4 billion in 2025, dispute and chargeback rates present growing problems for businesses around the world. Midigator offers a technology platform designed to not only automate the dispute response process, but to provide the real-time data businesses need to know why chargebacks are occurring in the first place and better understand their customers.

 

Non-mortgage revenue growth is a key priority for Equifax and a critical driver of our M&A priorities. The acquisitions we completed in 2022 are expected to deliver growth synergies in 2023 and 2024 as we complete their technology and product integrations into the Equifax Cloud – enabling us to create new products and drive new capabilities for our customers.

 

In 2021, we completed the strategic acquisitions of Kount and Appriss Insights. In 4Q 2022, Equifax expanded Kount business operations in the United Kingdom and made Kount digital identity trust and fraud prevention solutions available in Latin America and Australia. And, the Workforce Solutions talent solutions and government verticals are benefiting from the addition of new Insights data at the Federal, State, and Local level.

 

We continued to reinvest free cash flow in strategic acquisitions in the first part of 2023, signing a definitive agreement to acquire Boa Vista Serviços, the second largest credit bureau in Brazil.

 

Building on that success, we continued to reinvest free cash flow in strategic acquisitions in the first part of 2023, signing a definitive agreement to acquire Boa Vista Serviços, the second largest credit bureau in Brazil. The transaction is subject to Boa Vista Serviços’ shareholder approval and other customary closing conditions and is expected to be completed in mid-2023, at which time the company will become a part of our International business. We also announced the acquisition of The Food Industry Credit Bureau, the leading provider of credit information for the food industry in Canada, from Montreal-based Profile Credit in January.

 

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Continue Leadership in Security

 

Security has become a point of strength and a competitive advantage for Equifax. We’ve built one of the world’s most advanced and effective cybersecurity programs, with a maturity level that has exceeded all major industry benchmarks for three consecutive years and a posture that ranks in the top 1% of Technology companies and top 3% of Financial Services companies analyzed.

 

We’ve built one of the world’s most advanced and effective cybersecurity programs, with a maturity level that has exceeded all major industry benchmarks for three consecutive years.

 

Since 2018, we have built a culture where security is part of our global team’s DNA. Every employee receives customized training and has visibility into their own security performance. In 2022, we expanded our customized training to include contract workers and introduced new, targeted measurement of key behaviors, including secure browsing and sensitive data handling. These performance measures are included in the calculation of annual incentive compensation for all bonus-eligible employees.

 

From our technology infrastructure, data fabric and product development, to our merger and acquisition strategies, security is embedded in everything we do. Over the last year, the security team has enhanced our acquisition processes by establishing tiered control priority, a subset of key controls, and risk-based reporting – critical in supporting our acquisition goals. To ensure that newly-acquired businesses align with our rigorous cybersecurity standards, we completed controls alignment for 15 acquisitions, including the four transactions completed in 2022.

 

As part of our commitment to delivering solutions that benefit the security community, customers and consumers, Equifax developed and introduced CloudControl, a dashboard that brings greater transparency and improved security to digital supply chains for organizations using Equifax products and solutions. Through the CloudControl dashboard, Equifax customers are provided with deep insights into control effectiveness, empowering them with the information they need to make informed risk decisions.

 

In our third Annual Security Report, released in the first quarter of 2023, we noted our continued optimization of security systems over the last year, driving additional cloud security and augmenting our security toolset for better governance, reduced risk, and less friction for the business. We worked in partnership with other technology providers to co-design solutions that are now available to the market at large, strengthening security across the broader business ecosystem. As part of these co-innovation efforts, we were recognized by Ping Identity with their Cloud Identity Champion award for “work that pushes our industry forward.”

 

We also continue to actively engage with customers, policymakers, and other organizations regarding the challenges and opportunities in cybersecurity.

 

We also continue to actively engage with customers, policymakers, and other organizations regarding the challenges and opportunities in cybersecurity. As part of this engagement, Equifax Chief Information Security Officer Jamil Farshchi has expanded on his Equifax responsibilities by taking on the role of Strategic Engagement Advisor to the Federal Bureau of Investigation (FBI). In this capacity, Farshchi supports the FBI’s efforts to strengthen their relationship with the private sector to address the range of cyber threats facing businesses across America.

 

 

* Based on actual and estimated results from January-December 2022; Sources: Data and analytics captured by Equifax business units (U.S. Information Solutions, Workforce Solutions, and International)

 

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Act as One Team, One Equifax

 

Our greatest competitive advantage and asset is our people. Nurturing a team environment that fosters cross-functional collaboration and innovation and working as One Equifax is core to our success.

 

Critical to that collaboration is face-to-face interaction. In 2022, we implemented a 3/2 + 2 return to office framework – open to any employee who can perform work outside of the office and whose role does not require routine weekly travel, such as our sales associates. As part of this framework, Tuesday, Wednesday and Thursday are standard “in office days,” and employees have the option to work from home on Mondays and Fridays, if desired. Our “+2” policy enables employees to work remotely for two full weeks of their choosing each year.

 

Our teams operated very well throughout the COVID-19 pandemic and have come together in new ways as we have returned to our office environment. In our 2022 Employee Engagement Survey, Equifax attained an engagement score of 78%, signaling high levels of engagement across the enterprise. Equifax continues to make a number of internal and external training opportunities available to our team worldwide, with our global employees completing more than 140,000 hours of training and professional development, including more than 14,000 hours of leadership and management development, and almost 45,000 hours of technical training in 2022. Equifax is a place where our employees can grow and develop their careers, with an internal fill rate for open positions reaching 40% in 2022.

 

An important part of supporting our people is supporting the areas where they live and work. The Equifax Foundation partners with organizations in Atlanta and St. Louis to help low-to-moderate income communities achieve the credit strength needed to live their financial best. In 2022, the Equifax Foundation put our purpose into action by making more than $1.9 million in direct charitable grants to our Community partners. Building financial capability is a critical step to establishing individual financial health and generational wealth that can change the trajectory and livelihood of families and communities. Additionally, through our Equifax Gives program, we matched a record $1.1 million in employee gifts for more than $4 million in total community impact.

 

Shifting Into Our Next Gear

 

We are energized by both our delivery against our EFX2025 strategic priorities and our 8 consecutive quarters of strong, double digit core revenue growth – but even more energized about the future of the New Equifax in 2023 and beyond. Our Equifax Cloud based technology, differentiated data assets in our new single data fabric, new product roll-outs, strategic bolt-on M&A and our market leading businesses will enable us to shift into our Next Gear to deliver higher growth, expanded margins and free cash flow in the future.

 

In 2023, we expect to deliver revenue growth at a midpoint of 4% in total with non-mortgage growth of over 8%, despite continuing challenges in the mortgage market and more uncertain broader economic outlook. Looking forward, we remain focused on growing the company to $7 billion in revenue and 39% EBITDA margins by 2025. Our strong top-line growth and expanding margins will expand our excess free cash flow substantially. We are moving into 2023 on offense and focused on completing the Equifax Cloud, bolstered by underlying business growth and taking proactive measures to ensure we execute and outperform.

 

On behalf of the Equifax board, leadership team, and nearly 14,000 team members around the world, we thank you for your ongoing support and confidence in our business. We are energized by our continued strong performance in 2022, and are shifting into our Next Gear to deliver on the power of the New Equifax in the future.

 

Thanks for your support,

 

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

 

13

 

 

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

 

Notice of 2023 Annual Meeting of Shareholders

 

 

Agenda

1. Elect the 10 director nominees named in the accompanying Proxy Statement.
2. Hold a non-binding, advisory vote on the compensation paid to the Company’s named executive officers (commonly referred to as “say-on-pay”).
3. Hold a non-binding, advisory vote on the frequency of submission to shareholders of future say-on-pay votes.
4. Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023.
5. Approve the 2023 Omnibus Incentive Plan.
6. Vote on the shareholder proposal described in the accompanying Proxy Statement, if properly presented at the meeting and not previously withdrawn.
7. Consider other business properly brought before the meeting or any adjournment or postponement thereof.

 

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 by attending in person. See page 125 of the Proxy Statement for more information on how to attend, participate in and vote at the 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 23, 2023.

 

 

March 23, 2023

By order of the Board of Directors,

 

 

Lisa M. Stockard

Assistant Secretary

 

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 4, 2023. 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
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
  Attend the meeting
Attend the meeting in person
and cast your vote

 

Election to receive electronic delivery of future annual meeting materials.

You can expedite delivery and avoid costly mailings by confirming in advance your preference for electronic delivery. For further information on how to take advantage of this cost-saving service, please see page 129 of the Proxy Statement.

 

 

Proxy Summary 17
Equifax 2023 Annual Meeting Information 17
Our Company 18
Board Leadership and Composition 20
Shareholder Engagement 20
Our Director Nominees 21
Compensation Program Highlights 22
Corporate Governance Highlights 23
ESG@Equifax 24
   
Proposal 1   Election of Director Nominees 26
Process for Identifying Director Nominees 26
Our Director Nominees 28
   
Board Leadership & Corporate Governance 32
Corporate Governance Overview 32
Shareholder Engagement Program 32
Board Leadership Structure 33
Annual Self-Evaluations 33
Board Evaluation Process for 2022-2023 34
Committees of the Board of Directors 34
Director Independence 36
Board Refreshment and Succession Planning 36
Director Orientation and Continuing Education 37
Management Succession Planning and Talent Development Process 37
Human Capital Management 38
Board Oversight of Risk 40
How We Manage Risk 41
Related Person Transaction Policy 42
Certain Relationships and Related Person Transactions of Directors, Executive Officers and 5 Percent Shareholders 42
   
Proposal 2   Advisory Vote to Approve Named Executive Officer Compensation 43
Summary 43
Board Recommendation 44
   
Executive Compensation 45
Compensation Discussion and Analysis 45
Compensation Committee Interlocks and Insider Participation 75
Summary Compensation Table 76
2022 Grants of Plan-Based Awards 78
Outstanding Equity Awards at 2022 Fiscal Year-End 80
Option Exercises and Stock Vested in Fiscal Year 2022 84

 

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Retirement Plans 84
Pension Benefits at 2022 Fiscal Year-End 84
Non-Qualified Deferred Compensation 86
Potential Payments Upon Termination or Change In Control 88
CEO Pay Ratio 95
Pay Versus Performance 96
Equity Compensation Plan Information 100
Compensation Committee Report 100
   
Director Compensation 101
Director Fees 101
Equity Awards 102
Stock Ownership Requirement 102
Equifax 2005 Director Deferred Compensation Plan 102
Director and Executive Stock Deferral Plan 102
Equifax 2022 Board of Directors Deferred Compensation Plan 103
   
Security Ownership of Management and Certain Beneficial Owners 104
Securities Owned by Certain Beneficial Owners 104
Securities Owned by Directors and Management 105
   
Proposal 3   Advisory Vote on Frequency of Future Say-on-Pay Votes 106
Summary 106
   
Audit Committee Report 107
   

Proposal 4   Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for 2023

108
Independent Registered Public Accounting Firm Fees 108
Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services Performed by the Independent Registered Public Accounting Firm 109
   
Proposal 5   Approval of the 2023 Omnibus Incentive Plan 110
   
Proposal 6   Shareholder Proposal Regarding Racial Equity Audit 120
   
Questions and Answers about the Annual Meeting 125
   
ANNEX A     Reconciliation of Non-GAAP Financial Measures 131
   
ANNEX B     Forward-Looking Statements 136
   
ANNEX C     2023 Omnibus Incentive Plan 137

 

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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 2023 Annual Meeting Information

 

             
  Time
9:30 a.m., Eastern Time
  Date
May 4, 2023
  Meeting Location
Equifax Inc.
1550 Peachtree Street, N.W.
Atlanta, Georgia 30309
 

 

Items for Vote   Board Voting
Recommendation
1. Election of 10 directors   FOR ALL NOMINEES
2. Advisory vote to approve named executive officer compensation (“say-on-pay”)   FOR
3. Advisory vote on frequency of future say-on-pay votes   ANNUAL VOTE
4. Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for 2023   FOR
5. Approval of the 2023 Omnibus Incentive Plan   FOR
6. Shareholder proposal as described in this Proxy Statement, if properly presented at the meeting and not previously withdrawn   AGAINST

 

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 3, 2023, are entitled to notice of and to vote at our 2023 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 2023 Annual Meeting. Even if you plan to attend our 2023 Annual Meeting, 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
  Attend the meeting
Attend the meeting in person
and cast your vote

 

Admission. Equifax shareholders as of the record date are entitled to attend the 2023 Annual Meeting, which will be held in person. Please review the admission procedures in this Proxy Statement under “Questions and Answers about the Annual Meeting.”

 

References 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”).

 

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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 automation and outsourcing services for employers. Headquartered in Atlanta and supported by nearly 14,000 employees worldwide, Equifax operates or has investments in 24 countries in North America, Central and South America, Europe, and the Asia Pacific region.

 

2022 Performance Highlights

 

$5.1B

Revenue,
an increase of 4%
from 2021

 

$7.56

Adjusted EPS*,
down from $7.64 in 2021

 

$1.7B

Adjusted EBITDA*,
an increase of 3%
from 2021

 

$191.1M

Dividends paid to
shareholders,
consistent with
2021 levels

* Adjusted EPS and Adjusted EBITDA are non-GAAP financial measures. 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.

 

Strategy

 

Our strategic imperatives are based on our shift from an era of building, investing and transforming to one of leveraging our massive cloud investments to drive new product innovation and accelerate growth. With our new Equifax Cloud foundation in place, we are executing against the following strategic priorities:

 

 

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Our business and strategy are described in more detail in our 2022 Annual Report on Form 10-K filed with the SEC on February 23, 2023. Our 2022 progress against our goals and the link to our 2022 compensation program is described under “Executive Compensation—Compensation Discussion and Analysis—Executive Summary” beginning on page 46.

 

Who We Are

 

As a global data, analytics and technology company, we play an essential role in the economy by helping companies in diverse industries such as automotive, communications, utilities, financial services, fintech, healthcare, insurance, mortgage, professional services, retail, e-commerce and government agencies, make critical decisions with greater confidence.

 

Our unique blend of differentiated data, analytics and technology lets us create the insights that power decisions to move people forward. We help businesses provide a seamless and positive experience during life’s pivotal moments—like applying for a job or mortgage, financing an education or buying a car.

 

Our Purpose and Values

 

Our purpose is helping people live their financial best.

 

We strive to create economically healthy individuals and communities everywhere we do business. In a single year, our unique data and analytics change millions of lives across the world.

 

Our values express who we are, how we work and the behaviors that support our company, our vision and our purpose. They serve as guiding principles for our global team. They are:

 

Who We Are

 

•  Be leaders in security and trusted data stewards

•  Lead with integrity and be personally accountable

•  Hold high standards in all our markets around the world

   

•  Deliver results and play to win

•  Drive excellent execution

•  Have a sense of urgency, agility, and grit

   

•  Be intellectually curious and insights driven

•  Optimize our data and technology to sustain market and product leadership

•  Drive scalable, profitable growth

   

•  Exceed our customers’ expectations every day

•  Deliver value and quality to our customers so we grow together

•  Aspire to be our customers’ first call

   

•  Work together as one aligned global team

•  Assume best intentions from each other

•  Foster optimism and have fun together

   

•  Take initiative to develop ourselves and help others grow

•  Value diversity of experience and thought

•  Proudly show our Equifax spirit at work and in our communities

 

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Board Refreshment and Composition

 

 

Shareholder Engagement

 

 

Since our 2022
Annual Meeting

 

We contacted

investors representing

83%

of our shares

 

We met with

investors representing

68%

of our shares

 

•  Following our 2022 Annual Meeting, members of management, together with our Independent Chairman or our Compensation Committee Chair for certain conversations, conducted investor outreach meetings with shareholders representing approximately 68% of our shares

•  During these one-on-one meetings, we discussed our business strategy and governance-related topics, including executive compensation, progress related to our ESG priorities, and board composition and refreshment (see page 32 for an overview of our shareholder engagement program)

•  Investors provided constructive feedback regarding our 2022 executive compensation program, including the performance-oriented equity award granted to our CEO in July 2022 (see page 49 for a discussion of our shareholder engagement in the context of our compensation program and pages 66-69 for details regarding the CEO equity award)

•  Investors also provided valuable feedback regarding our ESG priorities and voiced support for our approach of aligning our ESG priorities with our business strategy

•  Following these engagements, we continued our long-standing process of sharing feedback received with our Board and relevant Board committees

 

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Our Director Nominees

 

Our Board recommends that you vote FOR each of the director nominees named below for terms that expire at the 2024 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 26.

 

 

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Compensation Program Highlights

 

2022 Compensation Decisions

 

For the 2022 fiscal year, the Committee thoughtfully evaluated the compensation program structure in light of the ongoing evolution of our 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 2022, as summarized below and described in further detail under “Analysis of 2022 Compensation Decisions” beginning on page 54:

 

Expanded ESG goals under the Annual Incentive Plan (AIP)
(see page 57)
     

•  Since 2018, our AIP has incorporated an ESG element in the area of security.

•  For the 2022 AIP, the Committee expanded the use of ESG goals, such that all members of our senior leadership team — including our CEO and other NEOs — had goals addressing the following areas: (i) environment; (ii) consumer impact (including financial inclusion and access to credit); (iii) workforce diversity; (iv) security; and (v) governance.

•  These ESG goals were a component of the non-financial goals that were set by the Committee and comprised 20% of each NEO’s AIP opportunity. Consistent with investor feedback, our CEO’s 2022 AIP payout was based entirely on financial performance metrics, although he is still responsible for meeting non-financial goals.

Added an operational metric to the Annual Long-Term Incentive (LTI) program
(see page 62)
 

•  In response to investor feedback, the Committee added an operational metric to the 2022 Annual LTI program in the form of Adjusted EBITDA performance shares.

•  The 2022 Annual LTI mix for our NEOs other than the CEO consisted of Adjusted EBITDA performance shares (weighted 25%), TSR performance shares (weighted 25%), market-priced stock options (weighted 25%) and time-based RSUs (weighted 25%).

•  The 2022 Annual LTI mix for our CEO as set forth in his employment agreement consisted of Adjusted EBITDA performance shares (weighted 30%), TSR performance shares (weighted 30%), premium-priced stock options (weighted 20%) and time-based RSUs (weighted 20%).

Granted performance-oriented award to our CEO
(see pages 66-69)
  •  In July 2022, the Committee granted to our CEO a performance-oriented equity award that cliff vests at the end of his term of employment. The award is intended to ensure Mr. Begor’s leadership during this critical time of our Company’s strategic shift from an era of building, investing and transforming, to one of leveraging our massive cloud investments to drive new product innovation and accelerate growth.

 

Compensation Best Practices

 

Independent Compensation Committee advised by independent compensation consultant  
Performance-oriented pay philosophy, as evidenced by a target pay mix for our CEO and other NEOs that is predominantly performance-based (see page 50)  
Capped annual and long-term performance-based awards  
Double-trigger change in control cash severance benefits and vesting of equity awards  
No income tax gross-ups other than for certain relocation or foreign tax expenses  
Performance shares granted in 2021 and after are subject to a post-vesting holding period of 12 months
Compensation clawback policy contains financial and reputational harm standard, including in supervisory capacity  
Meaningful share ownership requirements for senior executives
Anti-hedging and -pledging policy for directors, officers and other employees
Senior executives cannot purchase or sell Equifax securities except pursuant to a Rule 10b5-1 trading plan with robust requirements, reflecting governance best practices
No re-pricing of underwater stock options    

 

 

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Corporate Governance Highlights

 

Independent Board •  9 of our 10 director nominees are independent
Board Refreshment

•  The Governance Committee has implemented a succession plan to identify highly-qualified and diverse director candidates taking into account scheduled retirements

•  Since 2019, we have refreshed our Board with four new female directors who bring valuable perspective and expertise, including one member who is also racially diverse

•  Upon election of the Board’s nominees at the 2023 Annual Meeting, the average director tenure will be 6.5 years

Board Diversity •  40% of our director nominees identify as female and 10% of our director nominees identify as racially or ethnically diverse
Independent Board Chairman •  We have separated the roles of CEO and Chairman
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

Limits on Outside Board Service

•  Outside directors are limited to service on three other public company boards

•  Our CEO is limited to two other public company boards (and serves on one outside board)

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

•  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

Rigorous Trading Policy and Protocols

•  We have implemented risk escalation processes to support rapid escalation and internal notification of potentially significant events, including the impact of such events on our decision of whether to halt trading under our insider trading policy

–  Senior leadership team members and their direct reports are subject to trade pre-clearance requirements; a broader group of employees is subject to quarterly open trading windows

– 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 CEO and other senior executives from purchasing or selling Equifax securities except pursuant to an approved Rule 10b5-1 trading plan

No “Poison Pill” •  We do not have a stockholder rights plan, or “poison pill,” in place
Board Oversight of Risk

•  Our Board oversees risk management at the Company and exercises direct oversight of strategic risks to the Company and other risk areas not delegated to one of its committees

•  Our Governance Committee has oversight authority of our strategy with respect to ESG priorities

•  Our Audit Committee reviews our policies related to enterprise risk assessment and risk management

•  Our Audit Committee and Technology Committee jointly oversee risk management with respect to cybersecurity

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

•  Our political engagement policy prohibits the Company from making political contributions with corporate funds

Annual Self-Evaluation

•  We have a rigorous annual Board and committee self-evaluation process, which presents the opportunity to examine the Board’s effectiveness and identify areas for improvement

•  The Board periodically engages an independent consultant to facilitate its annual Board and committee self-evaluation process

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

•  The Board also conducts periodic visits to our key facilities and Board members participate in crisis management simulations and/or training with management

 

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ESG@Equifax

 

Our Business Strategy Propels our ESG Priorities

 

We have identified environmental, social and governance (“ESG”) priorities that are aligned with our corporate strategy:

 

 

By aligning our ESG priorities with our corporate strategy, we remain focused on the areas of most relevance for our business, which drives the creation of shareholder value while at the same time positioning our company for long-term sustainability. Highlights of our ESG initiatives and related business strategies are described below. Additional information on our ESG journey can be found on our website at www.equifax.com/ESG.

 

 

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ESG Priority Spotlight: Financial Inclusion  

 

At Equifax, we recognize that positive economic change starts with a single financial opportunity. Our company purpose is to help people live their financial best and Equifax strives to create economically healthy individuals and financially inclusive communities in each of the 24 countries where we do business.

 

Financial inclusion is at our core and Equifax is committed to helping people and small businesses to access useful and affordable financial products and services that meet their needs – including payments, savings, credit, insurance and government benefits – delivered in a responsible and sustainable way. We are committed to furthering our investments and business actions to support financial inclusion, including through the initiatives described below.

 

 

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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 in Proposal 1 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 2022. The Company does not have a policy about directors’ attendance at the annual meeting of shareholders, but directors are encouraged to attend. All of the directors then serving attended the 2022 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 28.

 

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, an 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 four most recent additions to the Board, the Governance Committee was also very focused on expertise in corporate strategy development, risk management, data and analytics, financial technology, HR Services and corporate governance.

 

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 and ethnicity. 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 our 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 125 for information on the procedures for shareholders to recommend director nominees for consideration by the Governance Committee.

 

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Board Matrix

 

The Board matrix below summarizes certain of the key skills, experience, qualifications and attributes that our director nominees bring to the Board to enable the effective oversight of our Company and execution of our business strategy. This matrix highlights the depth and breadth of the skills and experience of our director nominees. Additional details regarding each director nominee’s skills, experience and background are set forth in the individual biographies that follow.

 

  Begor   Feidler   Fichuk   Hough   Marcus   McGregor   McKinley   Smith   Tillman   Wilson
Skills and Experience
Accounting                            
Consumer Marketing                              
Corporate Governance                            
Cybersecurity                                
Data & Analytics                                
Equifax Industry Knowledge                            
Executive Leadership & Business                                        
Operations                    
CEO Experience                          
CFO Experience                                  
International Business                      
Legal/Regulatory                                
Mergers & Acquisitions                      
Risk Management                      
Strategy Development                    
Technology                                
Background
Tenure/Age/Gender                                        
Tenure (years)   5   16   0   6   9   5   14   2   2   4
Age   64   66   57   68   57   66   65   54   58   51
Gender (Male or Female)   M   M   F   M   M   M   M   F   F   F
Race and Ethnicity                                        
Hispanic or Latino                                        
Black or African American                                      
White                      
Asian                                        
American Indian or Alaska Native                                        
Native Hawaiian or Pacific Islander                                        

 

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Our Director Nominees

 

Mark W. Begor   Chief Executive Officer

 

Director since 2018

Age 64

 

 

Mr. Begor has served as our Chief Executive Officer and as a director since April 2018. Prior to joining Equifax, Mr. Begor was a Managing Director in the Industrial and Business Services group at Warburg Pincus, a global private equity investment firm, since June 2016. Prior to Warburg Pincus, Mr. Begor spent 35 years at General Electric Company (“GE”), a global industrial and financial services company, in a variety of operating and financial roles. During his career at GE, Mr. Begor served in a variety of roles leading multibillion dollar units of the company, including President and CEO of GE Energy Management from 2014 to 2016, President and CEO of GE Capital Real Estate from 2011 to 2014, and President and CEO of GE Capital Retail Finance (Synchrony Financial) from 2002 to 2011. Mr. Begor served on the Fair Isaac Corporation (FICO) board of directors from 2016 to 2018.

Other Public Directorships

• NCR Corporation

 

 

Overview of Board Qualifications

The Board believes that it is important to have the Company’s Chief Executive Officer also serve as a director. The Board values Mr. Begor’s broad depth of leadership experience, including 35 years at General Electric, and his proven track record of transforming, growing and strengthening businesses.

     
Mark L. Feidler   Independent Chairman of the Board

 

Director since 2007

Age 66

INDEPENDENT

Committees:

• Compensation

• Governance (Chair)

 

Founding Partner of MSouth Equity Partners, a private equity firm based in Atlanta, since February 2007. Mr. Feidler was President and Chief Operating Officer and a director of BellSouth Corporation, a telecommunications company, from 2005 until January 2007. Mr. Feidler served as its Chief Staff Officer during 2004. From 2001 through 2003, Mr. Feidler was Chief Operating Officer of Cingular Wireless and served on the Board of Directors of Cingular from 2005 until January 2007.

 

Other Public Directorships

• New York Life Insurance Company

 

 

Overview of Board Qualifications

Mr. Feidler has extensive operating, financial, legal and regulatory experience through his prior position with a major regional telecommunications company, as well as expertise in private equity investments and acquisitions. This background is relevant to us as we market our products to companies in telecommunications and other vertical markets, while his private equity experience is relevant to our new product development, marketing and acquisition strategies. His public company operating experience and background in financial, accounting, technology and risk management are important resources for our Board.

     
Audrey Boone Tillman

 

Director since 2021

Age 58

INDEPENDENT

Committees:

• Governance

 

Executive Vice President and General Counsel of Aflac Incorporated, the largest U.S. provider of supplemental insurance, since 2014. Ms. Tillman joined Aflac in 1996 and has held positions of increasing significance, including serving as Senior Vice President of Human Resources. Prior to joining Aflac, she was an associate with Smith, Helms, Mulliss and Moore and an associate professor at the North Carolina Central University School of Law.

Ms. Tillman has received numerous awards and accolades during her career. Most recently, she was named to Black Enterprise magazine’s Most Powerful Women in Business list for the third consecutive year and Women’s Inc.’s Top Corporate Counsel list in 2019. In 2020, she was awarded the Meritorious Public Service Medal by the Department of the United States Army.

 

 

Overview of Board Qualifications

Ms. Tillman has a broad legal and business background, involvement in business strategy and operations, as well as a depth of experience in human resources, risk management, compliance and government relations. The Board believes she is a strong business leader who brings deep knowledge in corporate governance, gained over decades of significant experience in the legal and human resources fields.

 

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Heather H. Wilson

 

Director since 2019

Age 51

INDEPENDENT

Committees:

• Audit

• Technology

 

Chief Executive Officer of CLARA Analytics, Inc., a provider of artificial intelligence technology in the commercial insurance industry, since June 2021. Prior to that, she served as Chief Data Scientist of L Brands, Inc., an American fashion retailer, from 2016 to 2020. From 2012 to 2016, Ms. Wilson served as chief data officer at American International Group, Inc. From 2010 to 2012, she was chief data officer of Citigroup and Global Head of Decision Sciences. Prior thereto, Ms. Wilson was global head of innovation and advanced technology at Kaiser Permanente from 2007 to 2010.

Ms. Wilson has also been a steady supporter of diversity throughout her career, launching the Kaiser Permanente Women in Technology group, serving as an executive member of Citi4Women at Citigroup, founding the Global Women in Technology at AIG and acting as executive sponsor of Girls Who Code. She currently serves on the Audit Committee of Shenandoah University.

 

 

Overview of Board Qualifications

The Board highly values Ms. Wilson’s technology experience, executive leadership and expertise in analytics, data science and artificial intelligence. Her technological insight, particularly her deep knowledge of data science and its impact on business transformation across several industries, is of tremendous value to our company, our Board and our customers as we seek to leverage our cloud data and technology transformation to implement our business imperatives.

     
John A. McKinley    

 

Director since 2008

Age 65

INDEPENDENT

Committees:

• Audit

• Technology (Chair)

 

Founder of Great Falls Ventures, a venture capital firm based in Washington, D.C., since April 2007. He was Chief Technology Officer of News Corporation from July 2010 to September 2012. He was President, AOL Technologies and Chief Technology Officer from 2003 to 2005 and President, AOL Digital Services from 2004 to 2006. Prior thereto, he served as Executive President, Head of Global Technology and Services and Chief Technology Officer for Merrill Lynch & Co., Inc., from 1998 to 2003; Chief Information and Technology Officer for GE Capital Corporation from 1995 to 1998; and Partner, Financial Services Technology Practice, for Ernst & Young International from 1982 to 1995.

 

 

Overview of Board Qualifications

The Board highly values Mr. McKinley’s extensive background in managing complex global technology operations as chief technology officer at a number of leading global companies. This experience is particularly important as we seek to leverage our cloud data and technology transformation to accelerate innovation and new product development. These skills are also highly relevant to the Board’s oversight of risks and opportunities in our technology operations, including data and cybersecurity, risk management and capital investments. The Board also values his technology and industry experience gained from his 12 years as a partner in Ernst & Young’s financial services technology practice, as well as his cybersecurity expertise and his entrepreneurial insights.

     
Karen L. Fichuk    

 

Director since 2023

Age 57

INDEPENDENT

 

 

Former Chief Executive Officer of Randstad North America from 2019 until 2023. Prior to joining Randstad North America in 2019, Ms. Fichuk spent more than 25 years with Nielsen Holdings PLC, a global information services leader, where she held various positions, including President, Developed Markets, Executive Vice President of Commercial Go To Market and Global Managing Director for Kraft and Mondelez, among other positions.

Ms. Fichuk also has significant nonprofit experience, including serving as a trustee for the United States Council for International Business and sitting on the Global Leadership Council of the Colorado State University College of Business.

 

 

Overview of Board Qualifications

The Board highly values Ms. Fichuk’s three decades of growth-oriented leadership and her global data and analytics expertise, which will benefit Equifax as we execute against our strategic priorities and work to complete our Equifax Cloud transformation worldwide. In addition, the Board believes Ms. Fichuk’s experience in human resources services will benefit the Board in its oversight of continued growth in the Company’s Workforce Solutions business unit.

 

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Melissa D. Smith    

 

Director since 2020

Age 54

INDEPENDENT

Committees:

• Compensation

• Governance

 

Chair and Chief Executive Officer of WEX Inc., a global leader in financial technology solutions. Ms. Smith has served as Chief Executive Officer since 2014 and Board Chair since 2019. She joined WEX in 1997 and held several senior leadership positions across different aspects of the business prior to her appointment as Chief Executive Officer, including serving as Chief Financial Officer for ten years. Before joining WEX, Ms. Smith started her career at Ernst & Young LLP.

Ms. Smith also has a history of extensive nonprofit work and currently serves on the MaineHealth board of trustees.

 

Other Public Directorships

• WEX Inc.

 

 

Overview of Board Qualifications

The Board believes Ms. Smith’s strategic vision and broad-based executive leadership experience in the financial technology solutions industry will benefit Equifax as we develop and execute on our long-term strategic business priorities. The Board also values Ms. Smith’s experience in driving business growth, as evidenced by the fact that WEX’s annual revenue has increased from $800 million to $2.4 billion during her tenure as CEO. The Board views this experience as particularly valuable as Equifax leverages its cloud investments to drive innovation and accelerate growth.

     
Robert D. Marcus

 

Director since 2013

Age 57

INDEPENDENT

Committees:

• Compensation (Chair)

• Governance

 

Former Chairman and Chief Executive Officer of Time Warner Cable Inc., a provider of video, high-speed data and voice services, from January 2014 until the company was acquired by Charter Communications in May 2016. He was named a director of Time Warner Cable Inc. in July 2013 and served as President and Chief Operating Officer from 2010 to 2013. Prior thereto, he was Senior Executive Vice President and Chief Financial Officer from January 2008 and Senior Executive Vice President from August 2005. Mr. Marcus joined Time Warner Cable Inc. from Time Warner Inc. where he held various senior positions from 1998. From 1990 to 1997, he practiced law at Paul, Weiss, Rifkind, Wharton & Garrison.

Mr. Marcus is an Executive Partner at XN LP, a New York-based investment firm. He serves on the Board of Directors of Newhouse Broadcasting Co. as well as the boards of several non-profit organizations, including New Alternatives for Children, Uncommon Schools, Newark Academy and Saint Barnabas Medical Center.

 

 

Overview of Board Qualifications

Mr. Marcus has extensive operating, financial, legal and regulatory experience through his position as Chairman and CEO of Time Warner Cable, as well as expertise in mergers and acquisitions. This background is relevant to us as we market our products to data and telecommunications companies and other vertical markets. His public company operating and finance experience and background in executive compensation, legal and regulatory matters are an important resource for our Board.

     
Scott A. McGregor

 

Director since 2017

Age 66

INDEPENDENT

Committees:

• Audit

• Technology

 

Former President, Chief Executive Officer and Director of Broadcom Corporation, a world leader in wireless connectivity, broadband and networking infrastructure. Mr. McGregor served in those positions from 2005 until the company was acquired by Avago in 2016. From 2016 to 2017, Mr. McGregor served on the board of directors of Xactly Corporation. Mr. McGregor served on the board of directors of Ingram Micro, Inc. from 2010 to 2016. From 2001 to 2005, Mr. McGregor served as President and Chief Executive Officer of the Philips Semiconductors division of Royal Philips Electronics. Prior thereto, Mr. McGregor was head of Philips Semiconductors’ Emerging Business unit from 1998.

 

Other Public Directorships

• Applied Materials, Inc.

 

 

Overview of Board Qualifications

Mr. McGregor has extensive executive management, cybersecurity, information technology and risk management experience gained in over ten years as President and Chief Executive Officer of Broadcom and in senior positions at Royal Philips Electronics. This experience is particularly important to us as we seek to leverage our cloud data and technology transformation for growth and maintain our intense focus on data security.

 

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G. Thomas Hough

 

Director since 2016

Age 68

INDEPENDENT

Committees:

• Audit (Chair)

 

Retired Americas Vice Chair of Ernst & Young LLP, an international public accounting firm. He was Vice Chair of Assurance Services of Ernst & Young from 2009 to July 2014, and Americas Vice Chair until his retirement in September 2014. Mr. Hough joined Ernst & Young in 1978 and became a partner in 1987. During his career at Ernst & Young, he led various teams across the firm, including serving as Vice Chair and Southeast Area Managing Partner from 2000 to 2009 and Vice Chair of Human Resources from 1996 to 2000.

 

Other Public Directorships

• Federated Hermes Fund Family

• Haverty Furniture Companies, Inc.

 

 

Overview of Board Qualifications

Mr. Hough brings invaluable experience in audit, accounting, finance and corporate governance. His background in financial accounting and risk management, including executive leadership experience at a major international accounting firm, is of particular importance to our Board.

 

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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, values-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 23 for a summary of our key governance practices.

 

Shareholder Engagement Program

 

Our Board of Directors and management team value the constructive feedback received from shareholders through our proactive and regular engagement. Investor engagement continues to prompt review of and changes to our governance practices, and our Board remains committed to receiving and responding to investor feedback. Recent conversations have provided valuable insight that has informed the Board’s decision-making on several of the enhancements to our ESG priorities, compensation programs and related disclosures set forth in this Proxy Statement.

 

 

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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 2017, the Board decided 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.

 

 

Annual Self-Evaluations

 

Our Board continually seeks to improve its performance. We have a robust and constructive 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.

 

 

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Board Evaluation Process for 2022-2023

 

This year, based upon the recommendation of the Governance Committee, the Board determined it was appropriate to engage a third party facilitator to assist with the 2022-2023 Board self-evaluation cycle. As part of this process, each director completed a written evaluation questionnaire and the responses were aggregated by the third party facilitator without individual attribution. The outside facilitator then held one-on-one discussions with each of our Board members, during which they discussed topics and trends suggested by the response summaries. The facilitator reviewed the evaluation results with the full Board in February 2023. In addition to the Board self-evaluation, each standing committee conducted its own self-evaluation and charter review.

 

 

Committees of the Board of Directors

 

The Board has four standing committees, each of which is comprised entirely 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 2022, the full Board held 8 meetings and the standing committees held a total of 30 meetings (including 4 joint meetings of the Audit and Technology Committees).

 

Committee Composition

 

    Committee Memberships
Name Independent Audit Compensation Governance Technology
Mark W. Begor          
Mark L. Feidler    
Karen L. Fichuk(1)        
G. Thomas Hough      
Robert D. Marcus    
Scott A. McGregor    
John A. McKinley    
Robert W. Selander(2)    
Melissa D. Smith    
Audrey Boone Tillman    
Heather H. Wilson    
Meetings held in 2022   10 7 5 8

 

= Independent Chairman
= Audit Committee Financial Expert
= Committee Chair
(1) Ms. Fichuk was appointed to the Board on February 2, 2023 and has not yet been appointed to serve on a committee.
(2) Mr. Selander will serve on the committees indicated through the 2023 Annual Meeting, but is not standing for re-election in view of his scheduled retirement.

 

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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:

 

 

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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 executing our EFX2025 strategic priorities by leveraging our new Equifax Cloud data and technology transformation for innovation, new products and growth. The Board believes that the additions of Heather Wilson in 2019, Melissa Smith in 2020, Audrey Boone Tillman in 2021 and Karen Fichuk in 2023 provide our Board with additional broad-based executive leadership experience, as well as enhanced expertise in data and analytics, financial technology, HR Services, risk management 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. Bob Selander will reach the mandatory retirement age prior to our 2023 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 Mr. Selander’s

 

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departure, the Committee conducted an extensive director search process, with the assistance of an executive search firm, which ultimately led to the appointment of Karen Fichuk in February 2023. With Ms. Fichuk’s appointment, the Board sought to identify a candidate with expertise relevant to our business and/or industry.

 

Since 2017, we have decreased the average tenure of our director nominees from 8.8 years to 6.5 years. The following chart shows the tenure of our director nominees, which is well distributed to create a balanced Board. Since 2019, we have refreshed our Board with four new female directors who bring valuable perspective and expertise, including one member who is also racially diverse.

 

 

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.

 

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. 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 other 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. Our CEO is party to an Employment Agreement that provides for a five-year term of employment, ending on December 31, 2025. The terms of his Employment Agreement (described on pages 71-72) along with the performance-oriented award granted to our CEO in July 2022 (described on pages 66-69) are intended to ensure Mr. Begor’s continued leadership during a pivotal time for our Company and to further align realized pay with long-term shareholder value. 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.

 

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Human Capital Management

 

Our People

 

At Equifax, 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 nearly 14,000 employees in 24 countries around the world who are passionately focused on our customers and consumers. We believe our greatest competitive advantage and asset is our people. Nurturing a team environment that fosters cross-functional collaboration and innovation and working as One Equifax is core to our success. In 2022, we hired approximately 4,100 new employees and promoted approximately 2,500 employees 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. Our values express who we are, how we work and the behaviors that support our company. Combined with our purpose, our values guide how we work together every day and form our relationships with customers, partners and shareholders. They are:

 

•  Be leaders in security and trusted data stewards

•  Lead with integrity and be personally accountable

•  Hold high standards in all our markets around the world

   

•  Deliver results and play to win

•  Drive excellent execution

•  Have a sense of urgency, agility, and grit

   

•  Be intellectually curious and insights driven

•  Optimize our data and technology to sustain market and product leadership

•  Drive scalable, profitable growth

   

•  Exceed our customers’ expectations every day

•  Deliver value and quality to our customers so we grow together

•  Aspire to be our customers’ first call

   

•  Work together as one aligned global team

•  Assume best intentions from each other

•  Foster optimism and have fun together

   

•  Take initiative to develop ourselves and help others grow

•  Value diversity of experience and thought

•  Proudly show our Equifax spirit at work and in our communities

 

Employee Engagement

 

In 2022, we conducted a global employee engagement survey that yielded an engagement score of 78%, signaling high levels of engagement across our organization. Notably, two categories that reflected the most improvement since our last global survey were related to (i) leadership’s commitment to cultivating a diverse workforce and (ii) our company culture being one where diverse perspectives are valued. We believe these recent survey results confirm the measurable impact of our inclusion and diversity strategy. Equifax is a place where our employees can grow and develop their careers, with an internal fill rate for open positions reaching 40% in 2022. As another meaningful indication of engagement, 29% of employees are active members of one of our employee networks.

 

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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. Our Chief Talent and Diversity Officer occupies a key leadership position, reporting directly to our Chief Human Resources Officer, and is responsible for activating our talent strategy with a focus on furthering an inclusive and diverse workforce and culture. We are advancing this strategy through deepening our commitment to employee networks around the world, open dialogues to enhance understanding, ongoing inclusion and diversity-focused training and cultural heritage celebrations. Further, consistent with our commitment to diversity, we have expanded the requirements for diverse candidate interview slates to encompass all professional and management roles.

 

We also continue to demonstrate our commitment to transparency around workforce diversity by publishing annual Sustainability Accounting Standards Board (SASB) and Equal Employment Opportunity (EEO-1) reports that contain detailed workforce diversity data. Through our regular investor engagement, we understand that these reports represent important tools for investors to evaluate our company.

 

We have consistently improved enterprise-wide trends around representation and promotions for both women and employees of diverse racial and ethnic backgrounds, and pride ourselves on promoting and hiring highly-qualified candidates who enhance our culture, add diverse perspectives and deliver on our business strategy. On our Board, 40% of our director nominees identify as female and 10% identify as racially or ethnically diverse. Within our senior leadership team, nearly 60% identify as female or as having a diverse racial or ethnic background. In addition, two of our three business unit leaders are diverse in terms of gender, race or ethnicity.

 

 

Our compensation program further supports our commitment to inclusion and diversity. Under our annual incentive plan, all employees in senior leadership roles are required to set individual ESG performance goals related to workforce diversity. See “Actions Taken with Respect to 2023 Compensation” on page 70 for more detail.

 

Workforce Health and Safety

 

During the past year, our Equifax offices around the world remained safely open and in compliance with all local jurisdictional requirements. In 2021, we announced a flexible working schedule to provide even more flexibility and retention value for our employees. Eligible employees are able to work three days in the office, with the option to work two days remotely. Additionally, our employees also have the option of taking two weeks per year to work fully remotely.

 

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

 

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Board Oversight of Risk

 

Our Board oversees risk management at the Company. The Board exercises direct oversight of strategic risks to the Company and other risk areas not delegated to one of its committees.

 

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

 

 

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How We Manage Risk

 

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

 

  Compliance
  Cybersecurity
  Data and Privacy
  Financial
  Legal
  Operational
  Reputational
  Strategic
  Technology

 

In addition to the categories set forth above, we have a process under our ERM program for identifying other risks that could adversely affect our business, including risks related to ESG matters. Our Audit Committee annually reviews our policies and processes with respect to risk assessment and risk management.

 

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 Compliance organization, with each business unit and corporate support unit having primary responsibility for assessing and mitigating risks within its respective areas of responsibility. Our Chief Privacy and Compliance Officer leads the ERM organization and function 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.

 

 

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Related Person Transaction Policy

 

The Board has adopted a written policy for approval of transactions between the Company and its directors, director nominees, executive officers, greater than 5% beneficial owners and their respective immediate family members (each, a “Related Person”), where the amount of the transaction is expected to exceed $120,000 in a single calendar year.

 

The policy provides that the Audit Committee reviews transactions subject to the policy and decides whether or not to approve 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 extent of the Related Person’s interest in the transaction;
whether the transaction is on terms generally available to an unaffiliated third-party under the same or similar circumstances;
the benefits to the Company;
the availability of other sources for comparable products or services; and
the terms of the transaction.

 

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 2022, 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 45 and “Director Compensation” beginning on page 101.

 

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Proposal 2   Advisory Vote to Approve Named Executive Officer Compensation

 

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 45. 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.

 

We provide competitive pay opportunities that reflect best practices and strong governance standards
(See pages 51-54 for details)
 

•   Attracting, retaining and motivating the right talent is a high priority for us as we focus on executing the business initiatives that underpin our strategy.

 

•   In support, the Compensation Committee annually reviews our executive compensation program to ensure that it provides competitive pay opportunities, establishes appropriate performance targets based on our strategic and operating plans, and considers evolving market trends to ensure that the overall program aligns with best practices.

 

•   The Committee retains an independent compensation consultant to assist in aligning our program with our shareholders’ interests and current market practices, and to guard against programs that create any inappropriate or excessive risk likely to have a material adverse effect on the Company.

     
Our Compensation Committee conducted a thoughtful review and designed our 2022 compensation program to align with strategic initiatives and shareholder feedback
(See pages 54-65 for details)
 

•   In designing the 2022 compensation program, the Committee conducted a thoughtful review and made decisions after taking into consideration the ongoing evolution of our business strategy and feedback from our shareholders.

 

–   For the 2022 Annual Incentive Plan, the Committee:

 

•   Expanded the use of ESG goals, such that all members of our senior leadership team — including our CEO and other NEOs — had goals addressing the following areas: (i) environment; (ii) consumer impact (including financial inclusion and access to credit); (iii) workforce diversity; (iv) security; and (v) governance.

 

•   These ESG goals were a component of the non-financial goals that were set by the Committee and comprised 20% of each NEO’s AIP opportunity. Consistent with investor feedback, our CEO’s AIP payout was based entirely on financial performance metrics, although he is still responsible for meeting non-financial goals.

 

–   For the 2022 Long-Term Incentive Plan, the Committee:

 

•   Added an operational metric to the 2022 LTI program in the form of Adjusted EBITDA performance shares;

 

•   The 2022 Annual LTI mix for our NEOs other than the CEO consisted of Adjusted EBITDA performance shares (weighted 25%), TSR performance shares (weighted 25%), market-priced stock options (weighted 25%) and time-based RSUs (weighted 25%); and

 

•   The 2022 Annual LTI mix for our CEO as set forth in his employment agreement consisted of Adjusted EBITDA performance shares (weighted 30%), TSR performance shares (weighted 30%), premium-priced stock options (weighted 20%) and time-based RSUs (weighted 20%).

 

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Our performance-based compensation program is designed to deliver payouts that align with performance
(See pages 54-69 for details)
 

•   Although we achieved record revenue in 2022, our financial performance fell short of our targets due to the unprecedented declines in the U.S. mortgage market and a softening of the global macroeconomic environment. As a result, payouts under the 2022 AIP were below target.

 

•   80% of the long-term incentives granted to our CEO (and 75% of the long-term incentives granted to our other NEOs) in 2022 are performance-based and “at-risk”, meaning awards can result in no payout if threshold goals are not met or stock option exercise price is not exceeded.

 

Board Recommendation

 

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

 

Although the vote is non-binding, the Board of Directors and the Compensation Committee will review the voting results in connection with their ongoing evaluation of Equifax’s executive compensation program.

 

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

 

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Executive Compensation

 

Compensation Discussion and Analysis

 

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

 

Quick Reference     
   
    Page
Executive Summary 46
How We Determine the Total Amount of Compensation 51
Analysis of 2022 Compensation Decisions 54
Actions Taken with Respect to 2023 Compensation 70
Other Compensation Program Information 70
   

 

This CD&A discusses the compensation decisions for the NEOs listed in the Summary Compensation Table on page 76 of this Proxy Statement. The NEOs are:

 

NEO Position in 2022 Years in Position
at End of 2022
(rounded)
Mark W. Begor Chief Executive Officer 5
John W. Gamble, Jr. Executive Vice President, Chief Financial Officer and Chief Operations Officer 9
Rodolfo O. Ploder Executive Vice President, President, Workforce Solutions 7
Bryson R. Koehler Executive Vice President, Chief Technology, Product and Data & Analytics Officer 5
John J. Kelley III Executive Vice President, Chief Legal Officer and Corporate Secretary 10
Sid Singh Former Executive Vice President, President, U.S. Information Solutions N/A

 

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Executive Summary

 

2022 Financial Highlights

 

$5.1B $7.56 $1.7B $191.1M
Revenue,
an increase of 4%
from 2021
Adjusted EPS*,
down from
$7.64 in 2021
Adjusted EBITDA*,
an increase of 3%
from 2021
Dividends paid to
shareholders, consistent
with 2021 levels
* Adjusted EPS and Adjusted EBITDA are non-GAAP financial measures. 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.

 

2022 Strategic and Operational Highlights

 

During 2022, we were guided by our strategic imperatives, which are based on our shift from an era of building, investing and transforming to one of leveraging our massive cloud investments to drive new product innovation and accelerate growth. A summary of our significant 2022 accomplishments against our strategic priorities is set forth below:

 

 

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Our Incentive Programs Align Payouts with Financial Performance and Non-Financial Goals

 

Our 2022 compensation program metrics, established in the first quarter of 2022, were:

 

 

(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 2022 foreign exchange rates and further adjusted to exclude certain acquisitions. 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 2022 foreign exchange rates and to exclude certain acquisitions. 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 2022 Financial Highlights on page 46.
(2) Certain of our NEOs had roles for 2022 for which their AIP outcome was tied to specific business unit-level financial goals, as described in further detail under “Analysis of 2022 Compensation Decisions” beginning on page 54.
(3) Adjusted EBITDA is a non-GAAP measure, as shown in Annex A to this Proxy Statement.

 

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Say-on-Pay Voting Results in 2022

 

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 2022 Annual Meeting, approximately 95% of the votes cast approved our executive compensation program. Following our 2022 Annual Meeting, the Committee continued to review our compensation program and practices and how they align with our core compensation philosophy, 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.

 

Shareholder Engagement on Executive Compensation

 

As part of our ongoing Board-directed shareholder engagement program, feedback received from shareholders on our executive compensation program is shared with the Compensation Committee and the full Board. The Compensation Committee considers this feedback, as well as the compensation plan and benchmarking advice from its independent compensation consultant in its review of our compensation program.

 

Following the 2022 Annual Meeting, members of our management team, together with our Compensation Committee Chair or our Independent Board Chair for certain conversations, conducted investor outreach meetings with investors representing approximately 68% of our shares. During these meetings, our shareholders:

 

described their priorities and expressed support for our core compensation program, including our use of performance-based equity award structures to drive alignment of the interests of our NEOs and shareholders;
expressed support for the Committee’s decision to add an operational metric to the 2022 Annual LTI program in the form of Adjusted EBITDA performance shares; and
asked questions and provided constructive feedback regarding various topics, including (i) the ESG component of our annual incentive plan, (ii) the performance-oriented equity award granted to our CEO in July 2022, including the Committee’s process and rationale underlying its determination to issue the award, and (iii) our compensation-related disclosures.

 

This feedback informed the Committee’s decisions with respect to the disclosures in this proxy statement related to the July 2022 equity award to our CEO on pages 66-69, as well as the design of our 2023 compensation program, which remains consistent with our 2022 program, as more fully described under “Actions Taken with Respect to 2023 Compensation” on page 70.

 

Based on shareholder recommendations, we continue to improve our proxy disclosures regarding changes to executive compensation programs. We will continue to maintain an active dialogue with shareholders and continue to evaluate and integrate feedback into the Committee’s discussions, including topics such as metrics that are used to determine the NEOs’ short- and long-term incentive compensation.

 

Compensation Program Highlights

 

Executive Compensation Philosophy

 

The Compensation Committee is responsible for the Company’s executive compensation policies and plans.
The Committee works to ensure that incentives are performance-based and aligned with shareholders’ interests, while guarding against metrics or goals that create inappropriate or excessive risk reasonably likely to have an adverse effect on the Company.
The Committee has designed and regularly reviews our compensation program to ensure we are providing competitive pay opportunities to attract and retain executive talent and to incentivize achievement of strategic and financial goals.

 

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2022 Target Pay Mix

 

As illustrated in the chart below, the Company emphasizes long-term equity awards and annual performance-based cash incentives so that a majority of each executive’s total compensation opportunity is linked directly to the Company’s stock price or otherwise tied to performance. For 2022, 89% of target total direct compensation for our CEO and an average of 83% for the other NEOs was in the form of variable, at-risk pay. Moreover, 80% of long-term incentive awards for our CEO and 75% of long-term incentive awards for our other NEOs was in the form of performance-based compensation (performance shares and stock options).

 

 

* Percentages calculated based upon actual base salary, target annual incentive and the target grant date value of annual long-term incentive awards, excluding special awards.

 

Compensation Best Practices

 

   Independent Compensation Committee advised by independent compensation consultant

 

   Performance-oriented pay philosophy, as evidenced by a target pay mix for our CEO and other NEOs that is predominantly performance-based (see above)

 

   Capped annual and long-term performance-based awards

 

   Double-trigger change in control cash severance benefits and vesting of equity awards

 

   No income tax gross-ups other than for certain relocation or foreign tax expenses

 

   Performance shares granted in 2021 and after are subject to a post-vesting holding period of 12 months

 

   Compensation clawback policy contains financial and reputational harm standard, including in supervisory capacity

 

   Meaningful share ownership requirements for senior executives

 

   Anti-hedging and -pledging policy for directors, officers and other employees

 

   Senior executives cannot purchase or sell Equifax securities except pursuant to a Rule 10b5-1 trading plan with robust requirements, reflecting governance best practices

 

   No re-pricing of underwater stock options

 

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How We Determine the Total Amount of Compensation

 

Compensation Elements and Objectives

 

Element   Objectives
Base Salary Provides competitive pay to attract and retain experienced and successful executives
Annual Incentive
Plan (AIP)
Encourages and rewards valuable contributions to our annual financial and operational performance objectives, which align with our strategic priorities
  Designed to reward high performance and achievement of financial and non-financial goals (including goals related to ESG matters) by key employees, including our NEOs
Long-Term
Incentive (LTI) Program
Designed to align the interests of key employees with those of shareholders, while striking a balance between market-based and operational performance
    –  TSR performance shares align the interests of key employees with those of shareholders by linking pay to our share price performance relative to other companies in which shareholders could invest
    Adjusted EBITDA performance shares tie our executive compensation payouts to a key internal operational performance metric that measures management’s ability to drive profitable growth over time
    Market-priced stock options (granted to our NEOs other than the CEO) provide a strong incentive for the creation of long-term shareholder value because the options may be exercised for a profit only to the extent our stock price appreciates following the grant date
    Premium-priced stock options (granted to our CEO) provide an even greater link between our LTI compensation and creation of shareholder value by ensuring that our CEO receives gains only after a premium return is delivered to investors
    RSUs are time-vested and primarily encourage retention and alignment with long-term shareholder interests

 

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. For the 2022 AIP and 2022 LTI program, the Committee considered recommendations from members of management regarding the performance measures and targets, including the ESG-related performance goals under the AIP. 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-employee 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 CEO makes recommendations to the Committee regarding the design of performance measures for our AIP and the design of our LTI program, as well as compensation packages for the executive officers (other than himself) based on his evaluation of the performance of the executives who report to him.
The Chief Human Resources Officer provides the Committee with details of the operation of our various compensation plans, including the design of performance measures for our AIP and the design of our LIT program. The CHRO also facilitates a robust performance evaluation process and succession planning discussions.
The Chief Financial Officer provides information and analysis relevant to the establishment of performance targets for our AIP as well as any other performance-based awards and presents information regarding the attainment of corporate and business unit financial goals for the preceding year.
The Chief Legal Officer attends meetings of the Committee to provide input on legal issues, to communicate governance-focused investor perspectives based on shareholder engagement efforts, and to respond to questions about corporate governance and executive compensation.

 

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The Compensation Committee considers the information and recommendations it receives and may exercise discretion to modify 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 2022 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 2022, FW Cook assisted the Committee in determining appropriate levels of compensation for the CEO and other executive officers for 2022, advising on the structure of variable incentives and assisting the Committee in evaluating performance goals.

 

Benchmarking Use of a Peer Group

 

Compensation Peer Group: Business Overview and Competitive Market

 

The Committee regularly evaluates whether the compensation opportunities for our executives are appropriate and competitive by comparing each NEO’s target compensation opportunity to the compensation opportunities for executives in comparable positions at peer companies. The Committee considers the pay practices of our peer companies as a primary factor when setting target pay opportunities for our executives. However, the Committee also believes that compensation decisions are multi-dimensional and require consideration of other factors, including relevant industry data, market competition and each individual executive’s performance, experience, long-term potential and leadership contributions.

 

The Committee conducts an annual evaluation, with the assistance of FW Cook, of our compensation peer group to ensure the companies continue to reflect our business strategy and the evolving market in which we compete for business. Most importantly, the Committee ensures that the peer group also includes competitors for talent as our labor market for executive leadership extends across the highly competitive technology and technology-enabled industries. The peer group selection process further refines these business and labor market competitors to only include companies that are similar to us in scale and business complexity.

 

Business Evolution and Impact on Peer Group

 

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 automation and outsourcing services for employers. The market for our products and services is highly competitive and is subject to change. Our competitors vary widely in size and in the nature of the products and services they offer.

 

Since 2018, we have transformed into a faster growing, higher margin, diversified data, analytics and technology company that has expanded well beyond a traditional consumer credit bureau. Our market capitalization has almost doubled during that time. Workforce Solutions, our largest and fastest-growing business segment, provides verification services that enable customers to verify income, employment, educational history, criminal history, healthcare professional licensure and sanctions of people in the U.S., as well as employer services that assist our employer customers in complying with and automating certain payroll-related and human resource management processes throughout the entire cycle of the employment relationship. The service offerings within our Workforce Solutions business continue to evolve, as evidenced by our recent acquisitions of Efficient Hire and LawLogix that enhance our robust suite of employer services. The expansion of our portfolio of employer services has been further facilitated by our cloud-native technology architecture and enabled by the successful completion of our broader cloud technology transformation.

 

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2022 Peer Group Determination

 

In 2021, in consideration of the substantial evolution in our business since the time our then-current peer group was established, the Committee directed FW Cook to conduct a comprehensive review of our compensation peer group. After a detailed analysis and several meetings with the Committee and management, FW Cook recommended revising the peer group selection criteria to better align with the Company’s size, complexity, business strategy and focus. Quantitative considerations included market capitalization and revenue. Other general considerations included industry, business characteristics, growth orientation, peers identified by third parties and competitors for executive talent.

 

Following this evaluation, the Committee revised our compensation peer group to remove Alliance Data Systems (due to disparate business operations and scale), Black Knight (due to disparate scale and organizational restructuring) and CoreLogic (due to industry consolidation). The Compensation Committee at the same time added Automatic Data Processing (ADP), Intuit and Workday to our peer group, which are businesses that align with our enhanced portfolio of employer services. (ADP offers cloud-based human capital management and related outsourcing solutions globally. Intuit is a global financial technology platform that provides financial management and compliance products and services to consumers and small businesses. Workday provides enterprise cloud application services focused on financial and human capital management solutions.)

 

The Committee utilized this updated peer group in February 2022 when setting NEO pay levels under the 2022 compensation program.

 

The companies comprising our 2022 compensation peer group were as follows:

 

Automatic Data Processing, Inc. Fiserv, Inc. Moody’s Corporation
Broadridge Financial Solutions, Inc. Gartner, Inc. Paychex, Inc.
FactSet Research Systems, Inc. Global Payments, Inc. TransUnion
Fidelity National Information Services Intuit Inc. Verisk Analytics, Inc.
Fair Isaac Corporation (FICO) Jack Henry & Associates, Inc Workday, Inc.

 

2023 Peer Group Determination

 

In May 2022, following an annual review and based on the recommendations of FW Cook, the Committee determined it would be appropriate to modify our compensation peer group to remove FactSet Research Systems, Inc. and Jack Henry & Associates, Inc. (due to disparate business operations). The Compensation Committee at the same time added Intercontinental Exchange, Inc. and S&P Global Inc. to our peer group. These changes were designed to further align with our size, growth orientation and business strategy, while further refining our peer group to more closely reflect companies we consider competitors for executive talent. (S&P Global provides credit ratings, data analytics and workflow solutions, similar to our business offerings. Intercontinental Exchange has a mortgage technology business that serves the residential mortgage loan market by providing data and analytics to lenders.)

 

The Committee referred to this updated peer group when designing the performance-oriented award granted to our CEO in July 2022, in particular by comparing Mr. Begor’s compensation to CEO compensation at those peer companies, on both a current and projected basis. See pages 66-69 for additional information regarding this award. The Committee also utilized this updated peer group in February 2023 when setting NEO pay levels under the 2023 compensation program.

 

The companies comprising our 2023 compensation peer group are as follows:

 

Automatic Data Processing, Inc. Gartner, Inc. Paychex, Inc.
Broadridge Financial Solutions, Inc. Global Payments, Inc. S&P Global Inc.
Fidelity National Information Services Intercontinental Exchange, Inc. TransUnion
Fair Isaac Corporation (FICO) Intuit Inc. Verisk Analytics, Inc.
Fiserv, Inc. Moody’s Corporation Workday, Inc.

 

Peer Group for Performance Shares

 

The 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.

 

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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 2022 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. Such factors include an individual’s 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. Overall compensation opportunities reflect our executives’ positions, responsibilities, performance and tenure.

 

Analysis of 2022 Compensation Decisions

 

Context for 2022 Compensation Decisions

 

At our 2021 Annual Meeting, approximately 90% of the votes cast approved our executive compensation program. During our subsequent off-season engagement (October 2021 to February 2022), shareholders representing approximately 53% 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 designing the 2022 compensation structures and target pay levels, the Committee sought to ensure that the compensation program reflected our strategic business priorities and ESG priorities, 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 efforts.

 

Key Compensation Decisions for 2022

 

In February 2022, after conducting a thoughtful review and considering shareholder feedback, the Committee determined the key elements of our 2022 executive compensation program. The key program changes for 2022 (compared to 2021) are described below.

 

Expanded ESG Goals under 2022 AIP. Since 2018, our AIP has incorporated an ESG element in the area of security. For the 2022 AIP, the Committee expanded the use of ESG goals, such that all members of our senior leadership team — including our CEO and other NEOs — had goals addressing the following areas: (i) environment; (ii) consumer impact (including financial inclusion and access to credit); (iii) workforce diversity; (iv) security; and (v) governance. These ESG goals were a component of the non-financial goals that were set by the Committee and comprised 20% of each NEO’s AIP opportunity. Consistent with investor feedback, our CEO’s 2022 AIP payout was based entirely on financial performance metrics, although he is still responsible for meeting non-financial goals.
Added an Adjusted EBITDA Component to the 2022 Annual LTI Program. In response to investor feedback, the Committee added an operational metric to the 2022 Annual LTI program in the form of Adjusted EBITDA performance shares.
  The 2022 Annual LTI mix for our NEOs other than the CEO consisted of Adjusted EBITDA performance shares (weighted 25%), TSR performance shares (weighted 25%), market-priced stock options (weighted 25%) and time-based RSUs (weighted 25%).
  The 2022 Annual LTI award mix for our CEO as set forth in his employment agreement consisted of Adjusted EBITDA performance shares (weighted 30%), TSR performance shares (weighted 30%), premium-priced stock options (weighted 20%) and time-based RSUs (weighted 20%).
Granted Performance-Oriented Award to our CEO. In July 2022, the Committee granted to our CEO a performance-oriented equity award that cliff vests at December 31, 2025 at the end of his term of employment under his Employment Agreement. The award is intended to ensure Mr. Begor’s leadership during this critical time of our Company’s strategic shift from an era of building, investing and transforming, to one of leveraging our massive cloud investments to drive new product innovation and accelerate growth. See pages 66-69 for additional information regarding this award.

 

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The 2022 compensation program is described in detail below.

 

2022 Annual Cash Incentive Structures and Outcomes

 

Summary

 

Annual cash incentive awards are designed to reward the achievement of near-term business goals in alignment with our strategic business priorities. Moreover, these awards are structured to ensure that payouts are aligned to performance and shareholder experience. In addition to financial metrics, annual incentive awards are based on an assessment of individual contributions toward the achievement of business and strategic goals.

 

The 2022 corporate financial performance goals for the NEOs with Company-wide responsibilities were based on Corporate Operating Revenue (used to measure top line business growth) and Corporate Adjusted EPS (used to measure profitability). 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.

 

When setting the range of performance goals for the Corporate Plan and the Business Unit Plans 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.

 

Establishment of Corporate-Level Financial Goals

 

The Compensation Committee established corporate-level financial goals required to earn a cash incentive award for 2022 in a manner that was designed, within reasonable limits, to encourage achievement that exceeds target goals and penalizes 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.

 

The 2022 threshold, target and maximum levels for Corporate Operating Revenue and Corporate Adjusted EPS were set at or above 2021 levels, and the 2022 targets were set above 2021 actual results. In setting the levels for each corporate-level and business unit-level financial goal under the 2022 AIP, the Compensation Committee considered (i) the Board’s review and approval of our 2022 operating budget, (ii) our 2022 financial outlook as of February 2022 (including assumptions related to macroeconomic factors, U.S. mortgage market conditions and business unit growth trends for 2022) and (iii) our strategic priorities, taking into account the initiatives to be implemented during 2022.

 

The 2022 corporate-level financial goals under the AIP were as follows:

 

Performance Measure(1)   Weight
(%)(2)
         Threshold
(25% payout)
         Target
(100% payout)
         Maximum
(200% payout)
Corporate Adjusted EPS   65   $7.64   $8.60
(12.5% above Threshold)
  $8.91
(16.6% above Threshold)
Corporate Operating Revenue   15   $4.884 billion   $5.316 billion
(8.7% above Threshold)
  $5.502 billion
(12.5% above Threshold)
(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 2022 foreign exchange rates and further adjusted to exclude certain acquisitions. 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 2022 foreign exchange rates and to exclude certain acquisitions. 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 2022 Performance Highlights above.
(2) In connection with the amendment of our CEO’s employment agreement in February 2021, the Compensation Committee determined that Mr. Begor’s 2022 AIP award would be determined based exclusively on achievement measured against Company financial goals (rather than 80% financial goals and 20% individual objectives). As a result, for 2022, Mr. Begor’s AIP payout was based upon our Corporate Adjusted EPS (81.25% weighting) and Corporate Operating Revenue (18.75% weighting).

 

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.

 

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Establishment of Business Unit-Level Financial Goals

 

The Compensation Committee reviewed and approved a Business Unit Plan for each of our business units. The Compensation Committee established business unit-level financial goals required to earn a cash incentive award for 2022 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 2022, 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 2022 business unit objectives for Messrs. Ploder and Singh are set forth below. The 2022 target levels for each of these business unit objectives were set above 2022 actual results.

 

Workforce Solutions  Weight  Threshold Target   Maximum 
Plan—Performance Measures  (%)         (25% payout)        (100% payout)   (200% payout) 
Corporate Adjusted EPS  30  $7.64                    $8.60         $8.91 
         (12.5% above Threshold) (16.6% above Threshold) 
Workforce Solutions Operating Revenue  30  $  2.170 billion   $ 2.408 billion   $   2.492 billion 
         (11.0% above Threshold) (14.8% above Threshold) 
Workforce Solutions Operating Income  20  $ 1.018 billion   $ 1.136 billion   $ 1.198 billion 
         (11.6% above Threshold) (17.7% above Threshold) 
                   
   Weight   Threshold    Target    Maximum 
USIS Plan—Performance Measures  (%)  (25% payout) (100% payout)    (200% payout) 
Corporate Adjusted EPS  30  $7.64   $8.60   $8.91 
         (12.5% above Threshold) (16.6% above Threshold) 
USIS Operating Revenue  30  $ 1.651 billion   $  1.769 billion   $ 1.831 billion 
         (12.6% above Threshold) (16.6% above Threshold) 
USIS Operating Income  20  $  457.9 million   $  516.9 million   $ 563.2 million 
         (12.9% above Threshold) (23.0% above Threshold) 

 

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Establishment of Non-Financial Goals

 

Non-financial objectives for our NEOs and other members of the senior leadership team are 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 2022 performance objectives for our NEOs are set forth on pages 59-62 and reflect our focus on the following:

 

leveraging our new Equifax Cloud capabilities to achieve growth by accelerating new product innovation, executing bolt-on acquisitions and expanding our differentiated data assets;
completing the Cloud transformation on schedule and on budget through operational discipline and focused expense management, while at the same time putting customers first; and
non-financial goals that are important to our success, including objectives related to our ESG priorities, as well as people-related objectives such as talent management and demonstrating leadership through behavior consistent with Company values.

 

Non-Financial Goals Related to ESG Priorities

 

In 2018, 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. Non-financial goals have proven to be an effective tool for motivating executives to execute on our key strategic initiatives.

 

Given the significant progress we made in strengthening our data security program, the positive feedback we received from shareholders on incorporating cybersecurity performance in the executive compensation program and the continued importance of prioritizing cybersecurity in our strategic priorities, beginning in 2021, 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 AIP opportunity for all bonus-eligible employees.

 

As a result, Equifax employees who participate in the AIP have a mandatory security-focused performance goal as part of their individual objectives, which is designed to support the highest level of performance under our global cybersecurity awareness program. Employees are required to identify one or more pre-determined security goals, established by the Security Department, that are most appropriate to their role and scope of responsibility.

 

Under the 2022 AIP, in support of our accelerating enterprise-wide ESG priorities, the Committee expanded the use of ESG goals as follows:

 

All members of the Company’s senior leadership team — including our CEO and other NEOs — had an expanded set of ESG goals as part of their individual performance objectives that addressed the following areas: (i) environment; (ii) consumer impact (including financial inclusion and access to credit); (iii) workforce diversity; (iv) security; and (v) governance.

 

 

All other employees in senior leadership roles had individual ESG performance goals related to workforce diversity and security, and were encouraged to include additional ESG goals related to their individual roles.
Beyond the senior leadership level, all participants in the 2022 AIP had a security performance goal, and were encouraged to include additional ESG goals related to their individual roles.

 

These ESG goals are considered management business objectives (MBOs) and evaluated along with an executive’s other MBOs to ultimately determine the 20% portion of that executive’s AIP opportunity based on non-financial individual goals. Consistent with investor feedback, our CEO’s 2022 AIP payout was based entirely on financial performance metrics, although he was still responsible for meeting non-financial goals.

 

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Evaluation of Individual NEO 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. For 2022, the plan structure set individual performance rating categories and award opportunities for NEOs 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).

 

The Compensation Committee evaluates the performance of the CEO in a similar manner, with input from the full Board. In connection with the amendment of our CEO’s employment agreement in February 2021, the Compensation Committee determined that Mr. Begor’s 2022 AIP award would be determined based exclusively on achievement measured against Company financial goals (rather than 80% financial goals and 20% individual objectives). The Committee set non-financial performance objectives for Mr. Begor for 2022, including ESG goals related to security, financial inclusion, consumer impact, workforce diversity and environment; however, Mr. Begor’s performance against those objectives did not impact his 2022 incentive payout.

 

Summary of 2022 Annual Cash Incentive Awards

 

In February 2023, the Compensation Committee reviewed each NEO’s performance against the pre-established 2022 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). The award paid to our CEO under the 2022 AIP was based exclusively on achievement measured against specified financial goals. Awards paid to our other NEOs under the 2022 AIP were determined based on achievement measured against specified financial goals (80% weighting) and non-financial MBOs (20% weighting). The target and maximum incentives, along with a summary of the actual 2022 awards earned by the NEOs, are set forth in the table below. A detailed description of how each NEO’s 2022 incentive award was achieved follows the table.

 

Although we achieved record revenue in 2022, our financial performance fell short of our targets due to the unprecedented declines in the U.S. mortgage market and a softening of the global macroeconomic environment. As a result, payouts under the 2022 AIP were below target.

 

Named
Executive
Officer
  Base
Salary
($)
        Target Incentive
(as Percentage
of Salary) (%)
        Target
Incentive
($)
        Maximum
Incentive
($)(1)
        Earned 2022
Incentive as
Percentage of
Target (%)
        2022
Incentive
Payout
($)
M. Begor   1,500,000    120    1,800,000    3,600,000    12.4    223,078
J. Gamble   750,000    85    637,500    1,275,000    49.9    318,206
R. Ploder   700,000    85    595,000    1,190,000    67.2    399,748
B. Koehler   680,000    75    510,000    1,020,000    49.9    254,564
J. Kelley   596,400    70    417,480    834,960    49.9    208,384
S. Singh   650,000    85    552,500    1,105,000    20.0    110,500
(1) The maximum incentive for each is 200% of Target.

 

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Determination of each NEO’s Performance and Annual Cash Incentive

 

Mark Begor I Chief Executive Officer

 

  Objectives    Target
Level
         Actual
Results
         Actual
Payout as a
% of Target
         2022
Incentive
Payout
 
  Corporate Adjusted EPS  $8.596   $7.595    0   $0 
  Corporate Operating Revenue  $   5.315 billion   $   5.122 billion    66   $        223,078 
  Individual Objectives   n/a(1)    Distinguished    n/a(1)    n/a(1) 

 

   
(1) In connection with the amendment of our CEO’s employment agreement in February 2021, the Compensation Committee determined that Mr. Begor’s 2022 AIP award payout would be determined based exclusively on achievement measured against Company financial goals (previously 80% financial goals and 20% individual objectives). As a result, for 2022, Mr. Begor’s AIP payout was based upon our Corporate Adjusted EPS (81.25% weighting) and Corporate Operating Revenue (18.75% weighting). The Committee set non-financial performance objectives for Mr. Begor for 2022, including ESG goals related to security, financial inclusion, consumer impact, workforce diversity and environment; however, Mr. Begor’s performance against those objectives did not impact his 2022 incentive payout.

 

Mr. Begor achieved a rating of “Distinguished” based on his achievements for 2022. These achievements included:

 

Led the Company to achieve record revenue of $5.122 billion, up 4% over 2021, despite an estimated 56% decline in U.S. mortgage originations and a softening of the global macroeconomic environment.
Executed against our strategic priorities, as reflected by eight consecutive quarters of double-digit core revenue growth and non-mortgage growth of 17%, well above our 8-12% long-term growth framework.
Delivered more than 100 new products for a record-setting Vitality Index of 13%, which is well above our 10% long-term vitality target for new products and 400 basis points above 2021.
Made significant progress toward completing our Cloud transformation, reaching a milestone of 70% of North American revenue delivered from products delivered from an application running in the new Equifax Cloud, up from 50% in 2021.
Completed four acquisitions for consideration totaling $450 million that strengthen our non-mortgage business and are expected to contribute approximately $90 million in annualized revenue.
Led efforts to increase diversity at both the Board and workforce level. Oversaw global employee engagement survey that yielded an engagement score of 78%, signaling high levels of engagement across our organization.
Accelerated our commitment to financial inclusion and expanded access to credit by enhancing our disclosures and becoming the first and only in our industry to provide certain telecommunications, pay TV and utilities attributes to the mortgage industry.
Continued leadership in security, attaining a cybersecurity program maturity level that exceeded all major industry benchmarks for the third consecutive year, with a posture that ranks in the top 1% of technology companies and top 3% of financial services companies analyzed.

 

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John Gamble I Executive Vice President, Chief Financial Officer and Chief Operations Officer

 

  Objectives   Target
Level
        Actual
Results
        Actual
Payout as a
% of Target
        2022
Incentive
Payout
 
  Corporate Adjusted EPS  $8.596   $7.595    0   $0 
  Corporate Operating Revenue  $   5.315 billion   $   5.122 billion    66   $63,206 
  Individual Objectives  $127,500    Distinguished    200   $        255,000 

 

 

Mr. Gamble achieved a rating of “Distinguished” based on his achievements for 2022. These achievements included:

 

Proactively managed costs and significantly outperformed against budget for the non-mortgage business that comprises nearly 80% of the company, despite an unprecedented decline in U.S. mortgage originations and a softening of the global macroeconomic environment.
Led efforts within the finance organization to support our four acquisitions for consideration totaling $450 million that strengthen our non-mortgage business and are expected to contribute approximately $90 million in annualized revenue.
Played a key role and devoted substantial time to investor engagement activities.
Oversaw a successful $750 million public debt offering in September 2022 to refinance debt maturity.
Drove efforts within the finance organization to support our significant Equifax Cloud transformation efforts, including enhanced reporting and management of Cloud-related costs and improved consistency of cost tracking.
Supported our net-zero 2040 commitment by implementing a process to track Scope 1 and 2 global GHG emissions and developing a vendor engagement strategy to support achievement of Scope 3 goals.
Developed talent within the broader finance organization, including through a successful rotational development program. Retained and developed a diverse and high-performing leadership team.

 

Rudy Ploder I President, Workforce Solutions

 

  Objectives   Target
Level
        Actual
Results
        Actual
Payout as a
% of Target
        2022
Incentive
Payout
 
  Corporate Adjusted EPS  $8.596  $7.595    0  $0 
  Workforce Solutions Operating Revenue  $   2.408 billion    $   2.306 billion    68   $        121,039 
  Workforce Solutions Operating Income  $ 1.136 billion    $1.033 billion    34  $40,710 
  Individual Objectives  $119,000    Distinguished    200  $238,000 

 

 

Mr. Ploder achieved a rating of “Distinguished” based on his achievements for 2022. These achievements for Workforce Solutions included:

 

Delivered record financial performance, with over $2.3 billion in revenue, up 14% over 2021.
Led the Company with the highest level of new product innovations, attaining a record Vitality Index of 24%.
Successfully introduced the TotalVerify™ data hub, which is anchored by The Work Number® database and powered by the Equifax Cloud and provides a single insights source for social service agencies, lenders, background screeners and employers.
Continued to drive growth in The Work Number, increasing active records by 12% over 2021, to 152 million, while also adding new direct contributors.
Accelerated international expansion of Workforce Solutions in the U.K., Canada and Australia.
Completed acquisitions of Efficient Hire and LawLogix, which strengthen our suite of employer services.
Developed and retained a high-performing and diverse team despite a highly-competitive labor market. Made progress on workforce diversity commitments, including for management roles.

 

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Bryson Koehler I Chief Technology, Product and Data & Analytics Officer

 

  Objectives   Target
Level
        Actual
Results
        Actual
Payout as a
% of Target
        2022
Incentive
Payout
 
  Corporate Adjusted EPS  $8.596  $7.595    0  $0 
  Corporate Operating Revenue  $   5.315 billion    $   5.122 billion    66   $50,564 
  Individual Objectives  $102,000    Distinguished    200  $        204,000 

 

 

Mr. Koehler achieved a rating of “Distinguished” based on his achievements for 2022. These achievements included:

 

Attained 70% of North American revenue delivered from products delivered from an application running in the Equifax Cloud, up from 50% in 2021.
Leveraged the Equifax Cloud capabilities to accelerate new product innovation, delivering over 100 new products and raising the Vitality Index to a record 13%, up from just under 9% in 2021.
Continued leadership of data & analytics, technology and product functions, creating heightened connectivity and positive synergies across teams.
Partnered with the compliance team to lead significant improvements in operational performance and strengthen relationships with our regulators, including through delivery against committed improvements.
Collaborated with CISO to develop robust M&A integration processes, reducing integration timeline for recently-acquired companies and completing several legacy integrations.
Supported our net-zero 2040 commitment by leading efforts to decommission seven additional data centers, which decreases our Scope 1 and Scope 2 GHG emissions.
Developed and retained a high-performing, diverse team despite a highly-competitive labor market.

 

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

 

  Objectives   Target
Level
        Actual
Results
        Actual
Payout as a
% of Target
        2022
Incentive
Payout
 
  Corporate Adjusted EPS  $8.596  $7.595    0  $0 
  Corporate Operating Revenue  $   5.315 billion    $   5.122 billion    66   $41,391 
  Individual Objectives  $83,496    Distinguished    200  $        166,992 

 

 

Mr. Kelley achieved a rating of “Distinguished” based on his achievements for 2022. These achievements included:

 

Continued effective oversight and management of legal and regulatory matters in the U.S. and the other jurisdictions where we operate, including engagement with the CFPB.
Drove efforts within the legal organization to support our significant Equifax Cloud transformation efforts, including U.S. customer migration activities.
Led efforts within the legal organization to support our four acquisitions totaling $450 million that strengthen our non-mortgage business and are expected to contribute approximately $90 million in annualized revenue.
Provided robust and strategic legal support to our business units and our corporate functions, including finance, communications, investor relations, executive compensation and human resources.
Accelerated our progress with respect to our ESG strategic initiatives, including introduction of new programs, commitments and public disclosures, as well as strong shareholder engagement related to ESG.
Oversaw our comprehensive shareholder engagement program, culminating in strong support for directors and say-on-pay support of 95% at our 2022 Annual Meeting.
Developed and retained a high-performing and diverse team despite a highly-competitive labor market.

 

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Sid Singh I Former President, USIS

 

  Objectives   Target
Level
        Actual
Results
        Actual as a
% of Target
        2022
Incentive
 
  Corporate Adjusted EPS  $8.596   $7.595    0   $0 
  USIS Operating Revenue  $    1.769 billion   $   1.639 billion    0   $0 
  USIS Operating Income  $ 516.9 million   $ 419.9 million    0   $0 
  Individual Objectives  $110,500    Achieves Expectations    100   $        110,500 

 

 

Mr. Singh achieved a rating of “Achieves Expectations” based on his achievements for 2022. These achievements for USIS included:

 

Delivered $1.7 billion in revenue, a decline of 7% from 2021 due to the declining mortgage market, but partially offset by business-to-business (B2B) non-mortgage growth of 6% and B2B online non-mortgage revenue growth of 11.5%.
Supported our commitment to financial inclusion and expanded access to credit by becoming the first and only in our industry to provide certain telecommunications, pay TV and utilities attributes to the mortgage industry.
Helped drive the acquisition of Midigator, further strengthening our ID&F portfolio and differentiated data assets.
Drove progress on Cloud transformation commitments, including the migration of our first consumer credit product, Automated Data View, to the Equifax Cloud and thereby enabling 1,500 USIS customers to access our Core Credit exchange on the Data Fabric for faster insights.

 

2022 Long-Term Equity Incentive Compensation

 

Overview

 

For our CEO and other NEOs, LTI 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 on pages 52-53, individual performance, internal equity, importance of role and share run rate (a measure of actual equity-grant activity in relation to the total number of shares outstanding at the Company).

 

In January 2022, the Committee approved a 2022 Annual LTI structure for our NEOs other than the CEO consisting of performance shares (weighted 50%), market-priced stock options with a ten-year term (weighted 25%) and time-based RSUs (weighted 25%). The 2022 Annual LTI award mix for our CEO is set forth in his employment agreement and consists of performance shares (weighted 60%), premium-priced stock options (weighted 20%) and time-based RSUs (weighted 20%).

 

The 2022 Annual LTI framework for our NEOs (including our CEO) is generally consistent with the 2021 LTI award mix, except the Committee added an Adjusted EBITDA component to the performance share structure to complement the existing TSR performance shares. The 2022 performance share awards are split evenly between Adjusted EBITDA performance shares and TSR performance shares and continue to cliff vest following the three-year performance period. The decision to reintroduce an operational metric to the annual LTI program is in response to shareholder feedback and a review of the market. The plan is intended to strike a balance between market and operational performance, given that market performance may not always reflect operational performance and relative TSR positioning may be impacted by factors outside of the control of our NEOs. Despite the change, our 2022 Annual LTI program continues our emphasis on shareholder alignment with 25% of the performance share awards still tied to relative TSR.

 

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2022 Annual LTI Structure

 

TSR performance shares: value based on the performance of our stock relative to companies in the S&P 500 Index over a three-year period

 

Adjusted EBITDA performance shares: value based on our Adjusted EBITDA performance during a three-year period

 

Premium-priced stock options: granted to our CEO, cliff vest on December 31, 2025 and have exercise prices set at a premium to the market value of our stock on the grant date

 

Market-priced stock options: granted to our other NEOs, vest ratably over three years and have an exercise price set at the market value of our stock on the grant date

 

Time-based RSUs: accomplish retention objectives through a three-year cliff vesting schedule while also augmenting the alignment of management and shareholder interests 

           

 

A detailed description of each element of our 2022 Annual LTI program follows.

 

2022 LTIP Elements

 

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

 

TSR Performance Shares

 

The TSR performance shares metric aligns with shareholder interests, as higher relative cumulative TSR results in higher returns for shareholders compared to other investment options. TSR 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 2025 (if any) for the TSR performance shares awarded on February 11, 2022 will be based on the following scale, with straight-line interpolation between the threshold and maximum levels:

 

TSR PERFORMANCE SHARES: PERFORMANCE/PAYOUT SCALE

 

Company TSR
Percentile
  Performance Share Payout as a
% of Target
75th   200%
50th   100%
25th   50%
Below 25th   0%

 

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.

 

If our team does not deliver cumulative TSR that ranks at or above the 25th percentile, the value of the TSR 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.

 

TSR performance share awards accrue dividend equivalents on earned shares and require the recipient to hold the shares for a period of 12 months following vesting.

 

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Adjusted EBITDA Performance Shares

 

Adjusted EBITDA performance shares tie our executive compensation payouts to a key internal operational performance metric that measures management’s ability to drive profitable growth.

 

Adjusted EBITDA performance shares granted in 2022 are earned, if at all, based on our Adjusted EBITDA for each of the three years of the performance period. In February 2022, the Committee set the threshold, target and maximum Adjusted EBITDA levels for 2022, and threshold, target and maximum Adjusted EBITDA growth rate goals for each of 2023 and 2024. The number of Adjusted EBITDA 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 three years of the performance period.

 

The following chart illustrates how the overall payout for the 2022 Adjusted EBITDA Performance Shares, covering the 2022-2024 performance period, will be determined:

 

    Adjusted EBITDA Growth (2022-2024)    
Performance Period:   Performance Goals:   Final Payout:
2022   Adjusted EBITDA annual growth goals set   Final payout will be determined by
2023   at the beginning of the three-year period;   three-year average performance and
2024   actual Adjusted EBITDA performance
measured each year
  corresponding payout, which can range
from 0% to 200% of target

 

Adjusted EBITDA performance share awards accrue dividend equivalents on earned shares and require the recipient to hold the shares for a period of 12 months following vesting.

 

Market-Priced Stock Options

 

The Compensation Committee believes that market-priced stock options provide a strong incentive for the creation of long-term shareholder value, because stock options may be exercised for a profit only to the extent our stock price appreciates after the grant date. If our NEOs are not able to drive share price returns in excess of the exercise price before the expiration date, the realized value of their 2022 stock options will be $0.

 

The exercise price of stock options granted in 2022 for our NEOs other than the CEO were set at the market value of our stock on the grant date. The market-priced stock options granted on February 11, 2022 vest in one-third installments on the first, second and third anniversaries of the grant date, assuming continued employment with the Company, and have a ten-year term.

 

Premium-Priced Stock Options

 

Premium-priced stock options granted to our CEO tightens the link between our long-term incentive compensation and the creation of shareholder value by ensuring that our CEO receives gains only after a premium return is delivered to investors.

 

The exercise prices of stock options granted in 2022 for our CEO were set above the market value of our stock in two equally weighted tranches, with exercise prices of 110% and 120% of the market value of our stock on the grant date. The premium-priced stock options granted on February 11, 2022 cliff-vest on December 31, 2025, assuming continued employment with the Company, and have a seven-year term.

 

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 on February 11, 2022 vest on the third anniversary of the grant date. 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. RSUs accrue dividend equivalent units on earned shares.

 

Determination of 2022 Annual LTI Grant Values

 

The Compensation Committee set 2022 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, stock options (either market or premium-priced) and RSUs 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 grant date fair value of premium-priced stock options is based on a Monte Carlo model, which is built on a lattice model framework. The grant date fair value of market-priced stock options is deemed to be $56.25 (25% of the grant date stock price).

 

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The following table details the target grant value used by the Compensation Committee to determine the number of performance shares, stock options and RSUs granted to each NEO in 2022. Actual grant date values, computed in accordance with applicable accounting standards, are disclosed in the “2022 Grants of Plan-Based Awards” table on page 78. The actual value of equity awards that may be realized by the NEOs will depend on their continued service, our Adjusted EBITDA growth and our future stock price performance.

 

TARGET GRANT VALUE FOR 2022 ANNUAL LTI AWARDS

 

The Committee approved a 2022 Annual LTI award mix for our CEO that included TSR performance shares (weighted 30%), Adjusted EBITDA performance shares (weighted 30%), premium-priced stock options (weighted 20%) and time-based RSUs (weighted 20%). The Committee approved a 2022 Annual LTI award mix for our NEOs other than the CEO that included TSR performance shares (weighted 25%), Adjusted EBITDA performance shares (weighted 25%), market-priced stock options with a ten-year term (weighted 25%) and time-based RSUs (weighted 25%).

 

Name(1) Target Grant
Value ($)
  Target Number
of Performance
Shares (TSR)
Granted(3)
  Target Number of
Performance Shares
(Adj. EBITDA)
Granted(4)
  Number of
Stock Options
Granted(5)
  Number
of RSUs
Granted(6)
M. Begor(2) 10,100,000   15,520   15,317   37,174   8,978
J. Gamble 3,250,000   4,162   4,108   14,438   3,612
R. Ploder 3,000,000   3,842   3,792   13,327   3,334
B. Koehler 2,800,000   3,586   3,539   12,438   3,112
J. Kelley 1,600,000   2,049   2,023   7,107   1,778
S. Singh 2,800,000   3,586   3,539   12,438   3,112
(1) The Committee approved annual equity awards to each of the NEOs with a February 11, 2022 grant date. The closing stock price on such date was $225.00.
(2) Amounts in this table do not include the performance-oriented equity award granted to Mr. Begor on July 29, 2022. See pages 66-69 for more information regarding this award.
(3) The grant date fair value of each TSR performance share was $195.23.
(4) The grant date fair value of each Adjusted EBITDA performance share was $197.82.
(5) Premium-priced stock options were granted to our CEO in 2022 and market-priced stock options were granted to our other NEOs. The premium-priced stock options were granted in two equally-weighted tranches, with exercise prices of 110% and 120% of the grant date closing stock price. The grant date fair value of each premium-priced stock option was $57.65 and $51.38, respectively.
(6) The grant date fair value of each RSU was $225.00.

 

2020-2022 Performance Share Awards

 

In February 2023, the Compensation Committee approved the vesting and payment of the TSR performance shares granted in February 2020 at 160.4% 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, 2022. 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 table below:

 

  Period from January 1, 2020 through the end of:
    Q1 2022   Q2 2022   Q3 2022   Q4 2022   Average
Equifax TSR   72.3%   33.1%   25.1%   42.1%    
Equifax Percentile vs. S&P 500   85th   72nd   70th   69th    
Payout   188.3%   155.2%   150.5%   147.6%   160.4%

 

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Performance-Oriented Equity Award to Our CEO

 

On July 29, 2022, the Compensation Committee granted to Mr. Begor a performance-oriented equity award (the “Award”). The Award is intended to ensure Mr. Begor’s leadership during this critical time as the Company continues its strategic shift from an era of building, investing and transforming, to one of leveraging its massive cloud investments to drive new product innovation and accelerate growth.

 

Our CEO-Led Business Transformation

 

Since joining Equifax as Chief Executive Officer in 2018, Mr. Begor has led the transformation of our organization at every level, driving our more than $1.5 billion investment in security and technology to build our new Equifax Cloud, and repositioning Equifax as a global data, analytics and technology leader with a world-class security program. Under Mr. Begor’s leadership, the Company has delivered record results and transformed into a faster growing, higher margin, diversified data, analytics and technology company that has expanded well beyond a traditional consumer credit bureau in the markets we serve worldwide.

 

The Board believes Mr. Begor is a proven leader whose strategic vision and unparalleled knowledge of our business make him uniquely qualified to continue to lead the Company during the final stages of our technology transformation and into our next chapter of leveraging the new Equifax Cloud to drive innovation and create long-term shareholder value.

 

Since Mr. Begor joined Equifax in April 2018, we have strengthened and grown our business through successful execution on several major strategic initiatives.

 

 

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Under Mr. Begor’s leadership, the Company has delivered record results and transformed into a faster growing, higher margin, diversified data, analytics and technology company.

 

 

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Board and Committee Deliberative Process Regarding CEO Compensation Structure

 

The compensation levels in Mr. Begor’s employment agreement were developed in 2020 and finalized in January 2021. The employment agreement set pay levels for our CEO based on competitive market data at that time, in order to allow our CEO to focus on the business transformation. In recognition of the fact that CEO pay levels are dynamic (not fixed), and in view of Mr. Begor’s demonstrated ability to grow our business and the Board’s desire to retain him, the Committee conducted an extensive benchmarking analysis in 2022 to determine whether the compensation opportunities for Mr. Begor remained appropriate and competitive.

 

The Committee considers the pay practices of our peer companies as a primary factor when setting target pay opportunities for our executives. As discussed on pages 52-53, in May 2022 the Committee determined it would be appropriate to update our compensation peer group to ensure that it aligned with the Company’s size, growth orientation and business strategy. The Committee utilized this updated peer group during its benchmarking analysis and compared Mr. Begor’s compensation to CEO compensation at those peer companies, taking into account relative size and growth of Equifax and the peer companies, on both a current and projected basis.

 

The competitive market assessment conducted in 2022 suggested that Mr. Begor’s pay was meaningfully below peer group median – while, at the same time, Equifax was outperforming peers. This suggested a misalignment between pay and performance and introduced retention risk in a hyper-competitive and volatile environment for proven technology leadership.

 

Mr. Begor’s pay was meaningfully below peer group median and strong company performance suggested a misalignment between pay and performance and introduced retention risk in a hyper-competitive and volatile environment for proven technology leadership.

 

After deliberation, the Committee determined it would be in the best interests of the Company and its shareholders to grant additional compensation to Mr. Begor in the form of a performance-oriented equity award to ensure his continued leadership in driving strong performance during the term of his employment, which ends on December 31, 2025 (the “Employment Term”), aligning with a critical period in the execution of our business strategy.

 

 

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Award is Performance Oriented and Aligned with Long-Term Shareholder Interests

 

The Committee conducted a thoughtful review and structured the Award in a manner that is consistent with our performance-based compensation philosophy and aligns our CEO’s compensation with the creation of long-term shareholder value. During this process, the Committee took into consideration the shareholder feedback we have received over the years during the Company’s ongoing investor engagement discussions regarding executive compensation.

 

During this process, the Committee took into consideration the shareholder feedback we have received over the years during the Company’s ongoing investor engagement discussions regarding executive compensation.

 

 

In fact, as shown below, the performance-based elements of the Award have already demonstrated alignment with performance and shareholders’ interests following the July 29, 2022 grant date:

 

The TSR performance shares were tracking below threshold (no payment) at December 31, 2022 and at target (100% payout) on March 15, 2023
Both tranches of premium-priced stock options were underwater (exercise price above our stock price) as of December 31, 2022 and March 15, 2023

 

Each component of the Award cliff vests on December 31, 2025 and is intended to incentivize Mr. Begor to continue serving the Company as our Chief Executive Officer during the Employment Term. As a result, if Mr. Begor leaves the Company before the end of the Employment Term, he will forfeit the Award in full. The Award does not modify the terms of Mr. Begor’s employment agreement, as amended in February 2021.

 

 

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Actions Taken with Respect to 2023 Compensation

 

Based on a 95% approval of our compensation program at the 2022 Annual Meeting and direct engagement with approximately 68% of our shareholder base since that time, our investors have expressed support for our overall compensation strategy.

 

In February 2023, the Compensation Committee approved a structure for the 2023 AIP that is consistent with the 2022 AIP. The 2023 AIP retains the expanded set of ESG goals for our senior leadership team — including our CEO and other NEOs – that address the following areas: (i) environment; (ii) consumer impact (including financial inclusion and access to credit); (iii) workforce diversity; (iv) security; and (v) governance.

 

The Committee approved a 2023 LTI award mix that is consistent with the 2022 LTI award mix for our CEO and other NEOs.

 

The Compensation Committee will continue to monitor our executive compensation program to ensure that it is consistent with the Company’s objectives, provides appropriate incentives to management, and remains competitive with other companies in the industries in which we operate and compete for executive talent.

 

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 (within specified limits) 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. The Compensation Committee reviews equity grants made pursuant to the CEO’s delegated authority, if any, on a quarterly basis.

 

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, Kelley 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 contribution program (the “Supplemental Contribution Program”) for senior executive officers designated by the Compensation Committee who are not eligible to participate in the SERP. The Supplemental Contribution Program provides for an annual contribution equal to 10% of the sum of the eligible executive’s base salary paid and cash incentive earned for the year. Messrs. Begor and Koehler participate in, and Mr. Singh participated in, the Supplemental Contribution Program. Messrs. Gamble, Ploder and Kelley participate in the SERP and are not eligible to participate in the Supplemental Contribution Program.

 

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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. See pages 86-88 for more information on our deferred compensation plans.

 

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:

 

maximizing the value of Company-provided compensation through provision of an annual financial planning allowance;
supporting executives’ continued health and ability to render services to the Company through an annual physical program;
to allow the CEO’s travel time to be used productively, providing the CEO with private aircraft usage for personal purposes, up to an annual limit of $200,000; and
providing monthly relocation living allowances under certain circumstances, as approved by the Compensation Committee.

 

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 76 and Note 6 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 Employment Agreement provides for a five-year term of employment, ending on December 31, 2025.

 

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. Mr. Begor’s target annual cash incentive award opportunity is 120% of his annual base salary and is determined exclusively based upon achievement measured against specified Company financial goals.

 

Mr. Begor’s long-term incentive award target grant date value is $10.1 million.

 

The components of Mr. Begor’s annual long-term incentive award 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 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 2022 have a seven-year term and the premium-priced stock options granted in 2023 have an eight-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.

 

As a result of the above, 80% of Mr. Begor’s annual long-term incentive award is subject to substantive performance requirements and only 20% being subject to time-based vesting. Mr. Begor’s annual long-term incentive awards are 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

 

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termination, (ii) any accrued but unpaid annual incentive plus a pro rata annual incentive for the year of termination, (iii) for all other equity awards (except as described below for the long-term incentives awards commencing in 2021 and except for the July 2022 performance-oriented award), 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 (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 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.

 

Singh Transition Agreement

 

On December 5, 2022, Mr. Singh and the Company entered into a transition agreement and general release relating to his termination without cause from the Company. Mr. Singh received a lump sum separation payment of $1,549,558, minus applicable taxes and withholdings, when his employment ended on March 1, 2023. Mr. Singh will also receive a pro rata payment of his annual cash incentive award under the 2023 AIP, subject to the achievement of the applicable performance metrics.

 

Change in Control Arrangements

 

The Equifax Inc. 2019 Change in Control Severance Plan (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 94 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.

 

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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. The Compensation Committee considers 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 2022, 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, decelerators, clawbacks, 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. The Compensation Committee has discretion to apply the policy to recover and recoup incentive compensation in all of the events described below:

 

Events that Trigger Action   Covered Persons   Covered Awards
Material restatement with misconduct   Current and former employees   Annual and long-term incentives awarded within three-year period preceding the date the misconduct is discovered
Material restatement without misconduct   Current and former executives   Excess amount of annual and long-term incentives awarded within three-year period preceding the restatement date
Materially inaccurate financial statements or performance metrics with misconduct   Current and former employees   Annual and long-term incentives awarded within three-year period preceding the date the misconduct is discovered
Materially inaccurate financial statements or performance metrics without misconduct   Current and former employees   Excess amount of annual and long-term incentives awarded within three-year period preceding the date the inaccuracy is discovered
Misconduct resulting in significant financial and/or reputational harm and the employee either engaged in the misconduct or failed to fulfill his or her supervisory responsibility to prevent another employee from engaging in such misconduct   Current and former employees   Annual and long-term incentives awarded within three-year period preceding the date the misconduct is discovered

 

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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.

 

We will update our clawback policy for compliance with final NYSE listing standards prior to the effective date of the new rules and will comply with SEC rules and NYSE listing standards related to clawbacks.

 

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.

 

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Compensation Committee Interlocks and Insider Participation

 

Mark Feidler, Rob Marcus, Bob Selander and Melissa Smith were members of the Compensation Committee during 2022. None of these individuals 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 2022.

 

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Summary Compensation Table

 

The following table presents information regarding compensation of the NEOs for services rendered during 2022, 2021 and 2020. 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.

 

Name and
Principal Position
Year   Salary
($)(1)
  Bonus
($)
    Stock
Awards
($)(2)
  Option
Awards
($)(3)
 

Non-Equity
Incentive Plan
Compensation

($)(4)

  Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(5)
    All Other
Compensation
($)(6)
  Total
($)
Mark W. Begor   2022   1,500,000   0   28,080,015   7,019,934   233,078   0   422,826   37,245,853
Chief Executive Officer   2021   1,500,000   0   8,079,933   2,020,085   3,600,000   0   865,557   16,065,575
  2020   1,557,692   0   6,075,108   2,024,985   3,115,385   0   928,054   13,701,224
John W. Gamble, Jr.   2022   750,000   0   2,437,902   812,138   318,206   134,600   17,150   4,469,995
EVP, Chief Financial Officer and Chief Operations Officer   2021   741,260   0   1,312,491   437,526   1,260,142   1,178,700   22,471   4,952,590
  2020   711,424   0   1,125,069   375,000   1,209,421   987,900   22,006   4,430,820
Rodolfo O. Ploder   2022   700,000   0   2,250,367   749,644   399,748   0   43,030   4,142,789
EVP, President, Workforce Solutions   2021   683,173   0   1,124,896   375,111   1,161,394   1,604,500   40,495   4,989,569
  2020   597,116   0   825,069   275,001   955,385   1,072,200   42,071   3,766,842
Bryson R. Koehler   2022   680,000   0   2,100,389   699,638   254,564   0   118,924   3,853,514
EVP, Chief Technology, Product and D&A Officer   2021   676,803   0   899,984   300,027   1,015,205   0   199,886   3,091,905
  2020   675,481   0   750,137   250,012   1,013,221   0   195,665   2,884,516
John J. Kelley III   2022   596,400   0   1,200,271   399,769   208,384   0   13,821   2,418,645
EVP, Chief Legal Officer and Corporate Secretary   2021   592,577   0   899,984   300,027   829,608   228,600   23,622   2,874,418
  2020   584,665   0   900,217   299,991   818,531   953,900   24,275   3,581,579
Sid Singh   2022   650,000   0   2,100,389   699,638   110,500   0   84,180   3,644,707
Former EVP, President, USIS   2021   639,904   0   974,955   325,055   838,609   0   175,492   2,954,015
  2020   592,308   0   825,069   275,001   930,418   0   177,350   2,800,146
(1) Salary represents base salary paid to each of the NEOs for each year shown. Amounts shown are not reduced to reflect the individuals’ election, if any, to defer receipt of salary under the Equifax 2005 Executive Deferred Compensation Plan or the Equifax Inc. Employee Deferred Compensation Plan (2022). Amounts for 2020 reflect an additional 27th pay period, applicable to all employees, due to the leap year calendar.
(2)

For each NEO, the amounts in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 without regard to estimated forfeitures related to service-based vesting conditions. Stock awards in 2022 included time-vested RSUs, TSR performance shares and Adjusted EBITDA performance shares. For the 2022 TSR performance share awards, the value at the grant date is determined using a Monte Carlo valuation model consistent with the estimated full cost to be recognized over the three-year performance period based on the probable outcome of the performance conditions. The calculations reflect an accounting value for the 2022 TSR performance share grants of $195.23 per share for the awards, which was 86.77% of our closing stock price of $225.00 on the February 11, 2022 grant date. Assumptions used in the calculation of the amounts in this column are described in Note 8 to our audited consolidated financial statements for the fiscal year ended December 31, 2022, in our 2022 Form 10-K.

For the 2022 Adjusted EBITDA performance share awards, the value at the grant date is determined using a Monte Carlo valuation model consistent with the estimated full cost to be recognized over the three-year performance period based on the probable outcome of the performance conditions. The calculations reflect an accounting value for the 2022 Adjusted EBITDA performance share grants of $197.82 per share for the awards, which was 87.92% of our closing stock price of $225.00 on the February 11, 2022 grant date.

The value of the 2022 time-vested RSU awards, TSR performance share awards and Adjusted EBITDA performance share awards, assuming the highest level of performance under the performance share awards would be achieved (200% of the target), based on the closing price of our common stock on the grant date are as follows: Mr. Begor, $46,275,139; Mr. Gamble, $4,534,200; Mr. Ploder, $4,185,450; Mr. Koehler, $3,906,450; Mr. Kelley, $2,232,450; and Mr. Singh, $3,906,450. The NEOs may never realize any value from the performance shares, and to the extent they do, the amounts realized may have no correlation to the amounts reported above.

For 2022, the amount for Mr. Begor includes a performance-oriented equity award granted on July 29, 2022. See pages 66-69 for more detail.

 

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(3) The amount in this column shows the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718. The amount is based on the fair value of the stock option award as estimated using the binomial model multiplied by the number of shares subject to the option award. Assumptions used in the binomial model for calculation of the amounts in this column are described in Note 8 to our audited consolidated financial statements for the fiscal year ended December 31, 2022, in our 2022 Form 10-K.
(4) Represents annual incentive awards paid under the Annual Incentive Plan for services performed in 2022, 2021 and 2020, respectively. Amounts shown are not reduced to reflect the NEO’s election, if any, to defer receipt of awards under the Equifax 2005 Executive Deferred Compensation Plan or the Equifax Inc. Employee Deferred Compensation Plan (2022).
(5)

For Messrs. Gamble, Ploder and Kelley, the amounts in this column reflect the aggregate increase (or decrease), if any, of accumulated pension benefit accruals at the earliest unreduced retirement age for such NEOs under the SERP in the applicable fiscal year. For Mr. Ploder, amounts also reflect accruals under the Equifax Inc. U.S. Retirement Income Plan (“USRIP”). There are no above-market or preferential earnings on compensation deferred on a basis that is not tax-qualified, including such earnings on non-qualified contribution plans. The pension accrual amounts represent the difference in present value liability (measured at the respective fiscal year-end dates shown in the table) based on the assumptions shown in the text following the “Pension Benefits at 2022 Fiscal Year-End” table on page 84. Year-over-year changes in pension value generally are driven in large part by changes in actuarial pension assumptions as well as increases in service, age and compensation. The increase in pension value for Mr. Gamble is due to his compensation increase, offset by the increase in discount rate from 3.08% at December 31, 2021 to 5.67% at December 31, 2022. The change in pension value for Messrs. Ploder and Kelley decreased over this time period by $443,600 and $327,800, respectively, primarily due to the increase in discount rate. See “Pension Benefits at 2022 Fiscal Year-End ” on page 84 for more information on pension benefits.

(6) The “All Other Compensation” column for 2022 includes the following:

 

  Name  Perquisites
and Personal
Benefits(a)
($)
  Relocation and
Living Expenses
($)
  Tax
Reimbursements(b)
($)
  Company
Contributions
to Defined
Contribution
Plans(c)
($)
  Insurance
Premiums(d)
($)
  Total
($)
  M. Begor  235,268  0  0  187,558  0  422,826
  J. Gamble  8,000  0  0  9,150  0  17,150
  R. Ploder  10,000  0  0  9,150  23,880  43,030
  B. Koehler  10,217  0  0  108,706  0  118,924
  J. Kelley  4,671  0  0  9,150  0  13,821
  S. Singh  8,130  0  0  76,050  0  84,180
  (a) The amounts in this column are based on the aggregate incremental cost to the Company, if any, with respect to tax and financial planning services, annual medical examinations, private aircraft usage, none of which exceeded $25,000 as a category for any NEO except for Mr. Begor, whose total includes $50,000 for tax and financial planning services and $180,923 for private aircraft usage.
  (b) The Company does not provide tax reimbursements on the value of perquisites and personal benefits received by the NEOs other than those provided to other employees. The Company’s standard policy for employees is to provide a tax gross-up for certain relocation assistance.
  (c) For Messrs. Begor, Koehler and Mr. Singh, the amounts in this column reflect the aggregate increase (or decrease), if any, of accumulated benefit accruals for such individuals under the Company’s Supplemental Contribution Program in the applicable fiscal year as well as a Company match of 100% of the first 5% of compensation (subject to the government limit on compensation of $305,000 in 2022) contributed on a pre-tax and/or after-tax basis to the tax-qualified 401(k) Plan. For Messrs. Gamble, Ploder and Kelley, the amounts reflect a Company match of 50% of the first 6% of compensation (subject to the government limit on compensation of $305,000 in 2022) contributed on a pre-tax and/or Roth after-tax basis to the tax-qualified 401(k) Plan. See “401(k) Plan” on page 79 and “Supplemental Contribution Program” on page 86.
  (d) Represents imputed income for the cost of $3,000,000 in life insurance coverage. Mr. Ploder has this coverage as a participant in the Equifax Inc. Executive Life and Supplemental Retirement Benefit Plan, which was closed to new participants in 2005. Existing participants at time of closure were grandfathered under the plan.

 

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2022 Grants of Plan-Based Awards

 

Set forth below is information regarding awards provided to the NEOs in 2022. 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.

 

      Estimated Possible
Payouts Under Non-Equity
Incentive
Plan Awards(2)
  Estimated Future
Payouts
Under Equity
Incentive
Plan Awards(3)
  All Other
Stock
Awards:
Number of
Shares of
Stock or
  All Other
Option
Awards:
Number of
Securities
Underlying
  Exercise
or Base
Price of
Option
  Grant
Date Fair
Value of
Stock
and
Option
Name(1)  Grant Date    Threshold
($)
  Target
($)
  Maximum
($)
  Threshold
(#)
  Target
(#)
  Maximum
(#)
  Units(4)
(#)
  Options (#)  Awards(5)
($/Sh)
  Awards(6)
($)
M. Begor                                 
AIP  2/11/22  450,000  1,800,000  3,600,000                     
PS-TSR  2/11/22           7,760  15,520  31,040           3,030,008
PS-EBITDA  2/11/22           7,659  15,317  30,634           3,030,009
RSU  2/11/22                    8,978        2,020,050
PPSO  2/11/22                       17,522  247.50  1,010,056
PPSO  2/11/22                       19,652  270.00  1,009,916
PS-TSR (S)  7/29/22           30,370  60,740  121,480           14,999,896
RSU (S)  7/29/22                    23,934        5,000,052
PPSO (S)  7/29/22                       43,440  229.80  2,499,972
PPSO (S)  7/29/22                       48,281  250.69  2,499,990
J. Gamble                                 
AIP  2/11/22  255,000  637,500  1,275,000                     
PS-TSR  2/11/22           2,081  4,162  8,324           812,558
PS-EBITDA  2/11/22           2,054  4,108  8,216           812,645
RSU  2/11/22                    3,612        812,700
MPSO  2/11/22                       14,438  225.00  812,138
R. Ploder                                 
AIP  2/11/22  238,000  595,000  1,190,000                     
PS-TSR  2/11/22           1,921  3,842  7,684           750,083
PS-EBITDA  2/11/22           1,896  3,792  7,584           750,133
RSU  2/11/22                    3,334        750,150
MPSO  2/11/22                       13,327  225.00  749,644
B. Koehler                                 
AIP  2/11/22  204,000  510,000  1,020,000                     
PS-TSR  2/11/22           1,793  3,586  7,172           700,104
PS-EBITDA  2/11/22           1,770  3,539  7,078           700,085
RSU  2/11/22                    3,112        700,200
MPSO  2/11/22                       12,438  225.00  699,638
J. Kelley                                 
AIP  2/11/22  166,992  417,480  834,960                     
PS-TSR  2/11/22           1,025  2,049  4,098           400,031
PS-EBITDA  2/11/22           1,012  2,023  4,046           400,190
RSU  2/11/22                    1,778        400,050
MPSO  2/11/22                       7,107  225.00  399,769
S. Singh                                 
AIP  2/11/22  221,000  552,500  1,105,000                     
PS-TSR  2/11/22           1,793  3,586  7,172           700,104
PS-EBITDA  2/11/22           1,770  3,539  7,078           700,085
RSU  2/11/22                    3,112        700,200
MPSO  2/11/22                       12,438  225.00  699,638

 

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(1) AIP = cash incentive award under 2022 AIP; PS-TSR = TSR performance shares granted under 2022 Annual LTI program; PS-EBITDA = Adjusted EBITDA performance shares granted under 2022 Annual LTI program; RSU = time-vested RSUs granted under 2022 Annual LTI program; PPSO = premium-priced stock options granted under 2022 Annual LTI program; MPSOs = market-priced stock options granted under 2022 Annual LTI program; PS-TSR (S) = award of TSR performance shares granted to Mr. Begor on July 29, 2022; PPSO (S) = award of premium-priced stock options granted to Mr. Begor on July 29, 2022; and RSU (S) = award of time-vested RSUs granted to Mr. Begor on July 29, 2022.
(2) The amounts shown represent the range of possible dollar payouts that could have been earned under the 2022 Annual Incentive Plan. With respect to Mr. Begor, the amount in the “Threshold” column assumes the Company achieved the minimum performance level required for the granting of AIP awards for each component of the AIP award, resulting in an award equal to 25% of Mr. Begor’s award target. With respect to our other NEOs, the amount in the “Threshold” column assumes the Company achieved the minimum performance level required for the granting of AIP awards for each component of the AIP award, and that the NEO was rated “achieves expectations” for the individual performance portion of the award (100% of target), resulting in an award equal to 40% of each such NEO’s award target.
(3) Represents grants to each NEO during 2022 of performance shares under our 2008 Omnibus Incentive Plan. TSR performance shares granted are earned, if at all, based on our TSR performance after a three-year period relative to the TSR after the same period for the companies in the S&P 500 Index as of the grant date. Adjusted EBITDA performance shares granted are earned, if at all, based on Adjusted EBITDA for each of the three years of the performance period. Performance shares accrue dividend equivalent units which vest at the same time and at the same level of award attainment as the underlying shares. Performance share awards require the recipient to hold the shares for a period of 12 months following vesting. Information regarding performance targets, vesting and additional performance share award details is set forth under “2022 Long-Term Equity Incentive Compensation” beginning on page 62.
(4) Represents the number of RSUs granted to each NEO during 2022. The RSUs will vest, subject to continued employment, on the third anniversary of the grant date. Dividend equivalents accrue on unvested shares. Additional information regarding RSUs is set forth under the heading “2022 Long-Term Equity Incentive Compensation” beginning on page 62.
(5) For Mr. Begor, represents premium-priced stock options issued with an exercise price equal to 110% or 120% of the closing price of Equifax stock on each grant date ($225.00 closing price on February 11, 2022 and $208.91 closing price on July 29, 2022). For Messrs. Gamble, Ploder, Kelley, Koehler and Singh, represents market-priced stock options issued with an exercise price equal to the closing price of Equifax stock ($225.00) on the February 11, 2022 grant date.
(6) Represents full grant date fair value of stock and option awards granted to each NEO in 2022 computed in accordance with FASB ASC Topic 718, excluding the estimated effect of forfeitures. The premium-priced stock options granted in 2022 to our CEO cliff vest on December 31, 2025, subject to continued employment, and have a seven-year term. The market-priced stock options granted in 2022 to NEOs other than the CEO vest, subject to continued employment, one-third annually for three years following the grant date and have a ten-year term.

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

Our executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and the Grants of Plan-Based Awards Table was paid or awarded, are described under “Compensation Discussion and Analysis” beginning on page 45. A summary of certain material terms of our compensation plans and arrangements is set forth below.

2022 Annual Incentive Plan

Annual incentive opportunities awarded to our NEOs are earned based on Company performance against one-year operating objectives and individual performance metrics. The actual amount of annual incentive earned by each NEO pursuant to the individual performance portion is reported in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table. Annual incentive plan thresholds, targets and maximums are identified for each NEO in the “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” column of the “2022 Grants of Plan-Based Awards” table on page 78. Additional information regarding the design of the annual incentive plan is included in the CD&A.

401(k) Plan

We sponsor a tax-qualified 401(k) Plan in which eligible salaried employees may participate in either a basic plan or an enhanced plan put into place following the 2008 freeze of certain benefits payable to non-grandfathered employees under the USRIP. For 2022, we matched either 50% of the first 6% of eligible pay, or 100% of the first 5% of eligible pay an employee contributed on a pre-tax or Roth after-tax basis to the plan (subject to the government limit on compensation, or $305,000 in 2022).

Supplemental Retirement Plan and U.S. Retirement Income Plan

Descriptions of the SERP and USRIP are set forth under “Pension Benefits at 2022 Fiscal Year-End” on page 84.

Executive Life and Supplemental Retirement Benefit Plan

The Executive Life and Supplemental Retirement Benefit Plan provides executive life insurance benefits. The plan was amended and restated effective July 2002 to provide that executive officers will receive only life insurance benefits and no retirement benefits under the plan.

 

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Outstanding Equity Awards at 2022 Fiscal Year-End

 

   Option Awards    Stock Awards
Name  Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
  Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)
(#)
  Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
  Option
Exercise
Price
($)
  Option
Expiration
Date
  Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
    Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(2)
   Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units,
or Other Rights
That Have Not
Vested
(#)
   Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units,
or Other
Rights That
Have Not
Vested
($)(2)
M. Begor  62,246  0  0  112.46  5/4/28                
   88,919  0  0  112.46  5/4/28                
   63,597  0  0  127.37  2/22/25                
   76,895  0  0  138.45  2/22/25                
   92,712  0  0  149.53  2/22/25                
   29,547  14,774  0  175.48  2/21/26                
   37,279  18,640  0  191.44  2/21/26                
      26,751  0  194.91  2/12/28                
      30,596  0  212.63  2/18/28                
      17,522  0  247.50  2/11/29                
   0  19,652  0  270.00  2/11/29                
   0  43,440  0  229.80  7/29/30                
   0  48,281  0  250.69  7/29/30                
                  13,004(3)   2,527,457        
                  11,568(3)   2,248,356        
                  9,049(3)   1,758,764       
                  24,031(3)   4,670,665        
                           30,816(9)   5,989,398
                           38,259(10)    7,436,019
                           15,438(11)    3,000,530
                           7,822(12)   1,520,284
                           30,493(13)   5,926,619
J. Gamble  10,385  0  0  129.93  2/16/27                
   11,128  0  0  121.35  3/5/28                
   16,196  0  0  123.49  7/27/28                
   16,512  0  0  127.37  2/22/25                
   19,965  0  0  138.45  2/22/25                
   24,069  0  0  149.53  2/22/25                

 

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   Option Awards    Stock Awards
Name  Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
  Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)
(#)
  Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
  Option
Exercise
Price
($)
  Option
Expiration
Date
   Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
    Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(2)
   Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units,
or Other Rights
That Have Not
Vested
(#)
    Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units,
or Other
Rights That
Have Not
Vested
($)(2)
   5,472  2,736  0  175.48  2/21/26                  
   6,903  3,452  0  191.44  2/21/26                  
   3,292  6,585  0  177.19  2/12/31                  
   0  14,438  0  225.00  2/11/32                  
                   2,408(4)   468,019         
                   2,505(4)   486,872         
                   1,674(4)   325,359         
                   1,966(4)   382,112         
                            5,705(9)   1,108,824
                            5,524(10)   1,073,645
                            1,904(11)   370,061
                            2,236(11)   434,589
                            965(12)   187,557
                            1,133(12)   220,210
R. Ploder  12,233  0  0  127.37  2/22/25                  
   14,788  0  0  138.45  2/22/25                  
   17,831  0  0  149.53  2/22/25                  
   4,012  2,007  0  175.48  2/21/26                  
   5,062  2,532  0  191.44  2/21/26                  
   2,822  5,646  0  177.19  2/12/31                  
   0  13,327  0  225.00  2/11/32                  
                   1,766(5)   343,240         
                   2,147(5)   417,291         
                   1,680(5)   326,525         
                   1,680(5)   326,525         
                            4,185(9)   813,397
                            4,734(10)    920,100
                            1,911(11)    371,422
                            1,911(11)   371,422
                            968(12)   188,140
                            968(12)   188,140
B. Koehler  7,289  0  0  123.49  7/27/28                  
   11,007  0  0  127.37  2/22/25                  
   13,310  0  0  138.45  2/22/25                  
   16,047  0  0  149.53  2/22/25                  
   3,648  1,824  0  175.48  2/21/26                  

 

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   Option Awards    Stock Awards
Name  Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
  Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)
(#)
  Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
  Option
Exercise
Price
($)
  Option
Expiration
Date
  Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
    Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(2)
  Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units,
or Other Rights
That Have Not
Vested
(#)
    Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units,
or Other
Rights That
Have Not
Vested
($)(2)
   4,602  2,302  0  191.44  2/21/26                
   2,257  4,516  0  177.19  2/12/31                
   0  12,438  0  225.00  2/11/32                
                  1,605(6)   311,948        
                  1,717(6)   333,716        
                  1,349(6)   262,192        
                  1,787(6)   347,321        
                          3,805(9)   739,540
                          3,788(10)   736,236
                          2,033(11)   395,134
                          1,534(11)   298,148
                          1,030(12)   200,191
                          777(12)   151,018
J. Kelley  13,150  0  0  127.37  2/22/25                
   15,899  0  0  138.45  2/22/25                
   19,172  0  0  149.53  2/22/25                
   2,189  2,189  0  175.48  2/21/26                
   2,761  2,762  0  191.44  2/21/26                
   2,257  4,516  0  177.19  2/12/31                
   0  7,107  0  225.00  2/11/32                
                  1,927(7)   374,532        
                  1,717(7)   333,716        
                  447(7)   86,879        
                  1,344(7)   261,220        
                          4,567(9)   887,642
                          3,788(10)   736,236
                          509(11)   98,929
                          1,530(11)   297,371
                          258(12)   50,145
                          775(12)   150,629
S. Singh  10,697  0  0  149.53  2/22/25                
   4,012  2,007  0  175.48  2/21/26                
   5,062  2,532  0  191.44  2/21/26                
   2,446  4,892  0  177.19  2/12/31                
   0  12,438  0  225.00  2/11/32                
                  1,766(8)   343,240        
                  1,861(8)   361,704        

 

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   Option Awards    Stock Awards
Name  Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
  Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)
(#)
  Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
  Option
Exercise
Price
($)
  Option
Expiration
Date
  Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
   Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(2)
 Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units,
or Other Rights
That Have Not
Vested
(#)
   Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units,
or Other
Rights That
Have Not
Vested
($)(2)
                  1,474(8)   286,487       
                  1,662(8)   323,026       
                         4,185(9)   813,397
                         4,103(10)   797,459
                         1,889(11)   367,146
                         1,677(11)   325,942
                         958(12)   186,197
                         850(12)   165,206
(1) Options granted in 2020 vest one-third annually for three years following the grant date. Options granted in 2021 to Messrs. Gamble, Ploder, Koehler, Kelley and Singh vest one-third annually for three years following the grant date. Options granted in 2021 to Mr. Begor vest on December 31, 2025. Options granted in 2022 for Messrs. Gamble, Ploder, Koehler, Kelley and Singh vest one-third annually for three years following the grant date. Options granted in 2022 to Mr. Begor vest on December 31, 2025.
(2) Based on the closing price of Equifax common stock ($194.36) on December 30, 2022.
(3) RSUs vest on February 21, 2023 (13,004), February 12, 2024 (11,568), February 11, 2025 (9,049) and December 31, 2025 (24,031).
(4) RSUs vest on February 21, 2023 (2,408), February 12, 2024 (2,505) and February 11, 2025 (3,640).
(5) RSUs vest on February 21, 2023 (1,766), February 12, 2024 (2,147) and February 11, 2025 (3,360).
(6) RSUs vest on February 21, 2023 (1,605), February 12, 2024 (1,717) and February 11, 2025 (3,136).
(7) RSUs vest on February 21, 2023 (1,927), February 12, 2024 (1,717) and February 11, 2025 (1,791).
(8) RSUs vest on February 21, 2023 (1,766), February 12, 2024 (1,861) and February 11, 2025 (3,136).
(9) TSR performance shares granted during 2020 that were earned based on Equifax’s performance for the three-year performance period ended December 31, 2022; the TSR performance shares did not vest until performance was approved by the Compensation Committee in February 2023 and therefore were unvested as of December 31, 2022.
(10) Target (100%) of TSR performance shares granted in February 2021 that may be earned based on Equifax’s performance, as determined by the Compensation Committee, following the completion of the three-year performance period ending December 31, 2023.
(11) Target (100%) of Adjusted EBITDA performance shares granted in February 2022 that may be earned based on Equifax’s performance, as determined by the Compensation Committee, following the completion of the three-year performance period ending December 31, 2024.
(12) Threshold (50% of target) of TSR performance shares granted in February 2022 that may be earned based on Equifax’s performance, as determined by the Compensation Committee, following the completion of the three-year performance period ending December 31, 2024.
(13) Threshold (50% of target) of TSR performance shares granted in July 2022 that may be earned based on Equifax’s performance, as determined by the Compensation Committee, following the completion of the three-year performance period ending December 31, 2025.

 

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Option Exercises and Stock Vested in Fiscal Year 2022

 

   Option Awards  Stock Awards
Name  Number of Shares
Acquired on
Exercise
(#)
  Value
Realized On
Exercise
($)(1) 
  Number of RSU
Shares Acquired on
Vesting
(#)
  Value of RSUs
Realized on
Vesting
($)(2) 
  Number of
Performance
Shares Acquired
on Vesting
(#)
  Value of
Performance
Shares Realized
on Vesting
($)(3) 
M. Begor  0  0  16,249  3,448,688  86,818  18,426,252
J. Gamble  0  0  3,133  664,948  21,974  4,663,762
R. Ploder  0  0  2,321  492,609  16,275  3,454,206
B. Koehler  0  0  2,088  443,157  14,651  3,109,528
J. Kelley  0  0  2,494  529,327  17,497  3,713,563
S. Singh  19,222  1,653,977  2,321  492,609  16,275  3,454,206
(1) The value realized upon stock option exercises is calculated based on the difference between the market price of Equifax common stock at the time of exercise and the exercise price of the option.
(2) The value realized for RSUs was determined by multiplying the number of units that vested during 2022 by the market price of Equifax common stock on the respective vesting date.
(3) The value realized for performance shares was determined by multiplying the number of units that vested (target award times the payout percentage earned of 195.5%) by the market price of Equifax common stock on February 22, 2022 ($212.24).

 

Retirement Plans

 

The following table shows the present value at December 31, 2022 of accumulated benefits payable to each of our NEOs at the earliest unreduced retirement age (age 60 or current age for executives over the age of 60), including the number of years of service credited to each NEO, under the USRIP and the SERP. Age 60 is the earliest age at which a participant can begin receiving an unreduced early retirement benefit under the SERP. No pre-retirement mortality was assumed. Mr. Ploder is currently eligible for retirement under the USRIP and Messrs. Gamble, Ploder and Kelley are currently eligible for retirement under the SERP.

 

Pension Benefits at 2022 Fiscal Year-End

 

Name  Plan Name  Number of Years
Credited Service
(#)
  Present Value of
Accumulated Benefit(1)
($)
  Payments During
Last Fiscal Year(s)
($)
M. Begor(2)  USRIP  N/A   
   SERP  N/A   
J. Gamble(2)  USRIP  N/A   
   SERP  9  5,208,400 
R. Ploder  USRIP  5  189,200 
   SERP  19  7,746,100 
B. Koehler(2)  USRIP  N/A   
   SERP  N/A   
J. Kelley(2)  USRIP  N/A   
   SERP  10  4,000,900 
S. Singh(2)  USRIP  N/A   
   SERP  N/A   
(1) These values were determined using interest rate and mortality rate assumptions consistent with those used in the Company’s consolidated financial statements.
(2)  Messrs. Begor and Koehler do not, and Mr. Singh did not, participate in the USRIP or the SERP. Messrs. Gamble and Kelley do not participate in the USRIP.

 

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U.S. Retirement Income Plan

 

The USRIP is a tax-qualified defined benefit plan that covers eligible salaried U.S. employees. The USRIP is fully frozen for all U.S. employees, including for Mr. Ploder who is the only NEO who is a participant in the USRIP. For Mr. Ploder, service credit was frozen as of December 31, 2008, and salary increase was frozen as of December 31, 2012. Other grandfathered participants who were still employed on December 31, 2014 had their pension benefits fully frozen on such date.

 

Supplemental Retirement Plan

 

The SERP covers certain NEOs (Messrs. Gamble, Ploder and Kelley) as designated by the Compensation Committee. Messrs. Begor and Koehler do not, and Mr. Singh did not, participate in the SERP. The plan provides benefits that supplement the USRIP benefits. The SERP provides an annual benefit equal to 2.5% of “average annual compensation” times years of service as a senior executive officer (up to 10 years), plus 1.67% of average annual earnings multiplied by years of service as a senior executive officer in excess of 10 years (up to 20 years).“Average annual compensation” for this purpose is generally determined by taking the monthly average of the participant’s compensation (including base salary and annual incentives) over the 36 consecutive month period during the participant’s employment with the Company in which he or she was paid the greatest amount of compensation, and multiplying such monthly average by 12. For service as a senior executive officer in excess of 20 years or in a position other than as a senior executive officer, a participant receives a “restoration benefit” using a formula similar to that of the USRIP, without the IRS limits on compensation. In general, only actual years of service with the Company are credited for purposes of determining the SERP benefit. The SERP was closed to new participants after January 1, 2016.

 

The benefit under the SERP is reduced by the benefit payable under the USRIP and is paid without regard to the limitations under Code Sections 401(a) and 415. However, the maximum aggregate benefit from both the SERP and the USRIP cannot exceed 50% of the executive’s average total earnings.

 

The normal retirement age under the SERP is age 65. However, participants can retire early once they reach age 55 if they have five years of service under the plan. The benefit would be reduced to reflect the early commencement of the benefit.

 

The benefit for senior executive officer service is unreduced at age 60, with reductions from age 60 for those who retire prior to age 60. The “restoration benefit” is reduced from normal retirement age to the participant’s early retirement age in the same manner as the USRIP. The normal form of benefit and optional forms of benefit are the same as those in the USRIP.

 

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Non-Qualified Deferred Compensation

 

The following table sets forth information regarding the NEOs’ participation in our non-qualified deferred compensation plans in 2022. All of the balances relate to executives’ own deferred amounts. Cash deferrals are invested in investment funds available to the general public. Stock deferrals are deferred as stock equivalent units with earnings and losses solely attributable to changes in our stock price. We do not make any additional contributions to such plans, except as explained below with respect to the Supplemental Contribution Program.

 

    Non-Qualified Deferred Compensation for 2022 Fiscal Year
Name   Executive
Contributions
in Last FY(1)
($)
  Registrant
Contributions
in Last FY(2)
($)
  Aggregate
Earnings
in Last FY(3)
($)
  Aggregate
Withdrawals/
Distributions
($)
  Aggregate
Balance
at Last FYE(4)
($)
M. Begor   1,338,274   168,259   (363,310)   0   2,877,514
J. Gamble   222,744   0   0   0   222,744
R. Ploder   0   0   0   0   0
B. Koehler   0   91,260   (105,211)   0   579,853
J. Kelley   0   0   0   0   0
S. Singh   0   74,263   (81,528)   0   455,750

 

(1) These amounts include salary, annual incentive plan and stock contributions made by NEOs and deferred into the Equifax Inc. Employee Deferred Compensation Plan (2022). Accordingly, cash deferral amounts are included in the amounts reported in the “Salary” and the “Non-Equity Incentive Plan Compensation” columns in the Summary Compensation Table on page 76.
(2) These amounts represent the Company’s contribution on behalf of the NEO under the Supplemental Contribution Program funded in February 2023 based on base salary and incentives earned in 2022. Participants in the SERP are not eligible to participate in the Supplemental Contribution Program.
(3) Aggregate earnings in the last fiscal year are not reported in the Summary Compensation Table because earnings were neither preferential nor above-market. These amounts include earnings (losses), dividends and interest provided on current contributions and existing balances, including the change in value of the underlying investment options in which the NEO is deemed to be invested.
(4) These amounts represent each NEO’s aggregate balance in the Equifax Inc. Employee Deferred Compensation Plan (2022) (including amounts earned under the 2022 AIP that were deferred in February 2023) and the Director and Executive Stock Deferral Plan and/ or the Supplemental Contribution Program (including the Supplemental Contribution Program contributions made in February 2023 relating to 2022 eligible compensation) as of December 31, 2022.

 

Supplemental Contribution Program

 

After the SERP was closed to new participants on January 1, 2016, the Company amended the Equifax 2005 Executive Deferred Compensation Plan to add provisions to permit senior executive officers designated by the Compensation Committee to receive supplemental retirement contributions (the “Supplemental Contribution Program”). NEOs and senior executive officers who participate in the SERP are not eligible to participate in the Supplemental Contribution Program. Messrs. Begor and Koehler participate in, and Mr. Singh participated in, the Supplemental Contribution Program.

 

The Supplemental Contribution Program provides for an annual contribution equal to 10% of the sum of the eligible executive’s base salary and annual cash incentive earned for the year. The Company’s contributions are credited to an account for the executive and the executive directs the investments of the account among designated investment alternatives. The account fully vests upon the executive’s completion of three years of service after the date the executive becomes a participant in the plan. The account also fully vests upon the executive’s termination of employment as a result of death or disability.

 

Upon the executive’s termination of employment after age 55 (or in the event of death or disability), the vested amount credited to the account is payable in a lump sum or in annual installments over a period of up to 15 years. If the executive terminates employment prior to age 55 (except for death or disability), the vested account is not payable until the executive attains age 55 and is paid in a lump sum.

 

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Deferred Compensation Plans

 

We maintain two frozen deferred compensation plans that, prior to their freezing, allowed for certain management employees to defer the receipt of compensation (such as salary, incentive compensation and/or stock from vested shares) until a later date based on the terms of the plans. These plans, the Director and Executive Stock Deferral Plan and the Equifax 2005 Executive Deferred Compensation Plan, were frozen, effective as of December 31, 2021, as described below. The Board adopted a new deferred compensation plan in 2021, the Equifax Inc. Employee Deferred Compensation Plan, which allows for certain management employees to defer the receipt of compensation earned for services performed in calendar years commencing on or after January 1, 2022, as described below. The benefits under our deferred compensation plans are represented by the assets of a grantor trust which, through our funding, makes investments in certain mutual funds. The purpose of this trust is to ensure the distribution of benefits to participants in the deferred compensation plans. However, all benefits under the plan are non-funded obligations of the Company and are subject to the claims of creditors in the event of bankruptcy.

 

Director and Executive Stock Deferral Plan (frozen December 31, 2021)

 

This nonqualified plan was frozen by the Board, effective as of December 31, 2021, and no deferral elections may be made under the plan in respect of compensation earned for services performed after such date. Prior to the freezing of the plan, it permitted the directors, NEOs and other senior leadership team members to defer receipt of compensation and taxes upon the vesting of RSUs and performance shares. Participants could defer 25%, 50%, 75% or 100% of the portion of the grant that is vesting. Stock deferrals track the performance of our common stock, with credit for dividends beginning with grants made in 2020. The participant receives the right to a number of shares of deferred stock. In general, amounts deferred under the plan are not paid until the participant retires. However, participants may also establish sub-accounts from which amounts are to be paid on specific pre-retirement timetables established by the director or executive officer, referred to as a scheduled withdrawal. Amounts deferred are paid in our common stock, either in a lump sum or in annual installments over a period of two years up to five years for retirement distributions, or up to five years for a scheduled withdrawal.

 

Equifax 2005 Executive Deferred Compensation Plan (frozen December 31, 2021)

 

This nonqualified plan was frozen by the Board, effective as of December 31, 2021, and no deferral elections may be made under the plan in respect of compensation earned for services performed after such date. This plan is a tax deferred compensation program for a limited number of executives, including NEOs, and provides a tax-favorable vehicle for deferring annual compensation, including base salary and annual or periodic incentives. Prior to the freezing of the plan, an executive could defer up to 75% of his or her base salary and up to 100% of any incentive payment. Amounts deferred are credited with gains or losses which mirror the performance of benchmark investment funds selected by the participant from among several publicly-available investment funds. The plan does not offer any above-market or preferential rates of return to the NEOs. Amounts deferred are paid, at the participant’s option, either in a lump sum or in annual installments over a period of up to 15 years for retirement or termination distributions, or up to five years for a scheduled withdrawal.

 

Equifax Inc. Employee Deferred Compensation Plan (2022)

 

The Equifax Inc. Employee Deferred Compensation Plan was adopted by the Board, effective as of November 4, 2021. This nonqualified plan allows for certain management or highly compensated employees, including NEOs, to defer the receipt of compensation earned for services performed in calendar years commencing on or after January 1, 2022. The plan is a tax deferred compensation program and provides a tax favorable vehicle for deferring annual compensation, including base salary and annual or periodic incentives, and long-term incentive compensation, including RSUs and performance shares. Under the plan, a participant may defer up to 75% of his or her base salary and up to 100% of any cash or stock-based incentive compensation, including RSUs and performance shares. Any cash-based compensation that is deferred under the plan is credited with gains or losses which mirror the performance of benchmark investment funds selected by the participant from among several publicly-available investment funds. The plan does not offer any above-market or preferential rates of return to the NEOs. Any RSUs or performance shares that are deferred under the plan are credited in shares of deferred stock, which are notional shares equal in value to one share of our common stock. If any cash dividends or other distributions are paid with respect to our common stock between the date the deferred stock is credited to the participant’s account under the plan and the date the deferred stock is delivered to the participant, dividend equivalent units will be credited in respect of the participant’s deferred stock and will be deemed reinvested in additional deferred stock. Deferred stock credited to the plan is paid in shares of our common stock.

 

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Amounts deferred under the Equifax Inc. Employee Deferred Compensation Plan are paid, at the participant’s option, either in a lump sum or in annual installments over a period of up to 10 years for distributions upon a termination of employment, or up to five years for a scheduled withdrawal. The Supplemental Contribution Program will be continued under the Equifax Inc. Employee Deferred Compensation Plan on substantially the same terms as set forth in the frozen Equifax 2005 Executive Deferred Compensation Plan, except that payment of a participant’s vested supplemental contribution amounts will be made following his or her termination of employment either in a lump sum or in annual installments over a period of up to 10 years, as elected by the participant. Participants in the Equifax Inc. Employee Deferred Compensation Plan will be charged a proportionate share of the administrative fees incurred in connection with its administration.

 

Potential Payments Upon Termination or Change In Control

 

The following tables summarize the value of potential payments and benefits that our NEOs would receive if they had terminated employment on December 31, 2022 under the circumstances shown. The tables exclude amounts that would be paid in the normal course of continued employment, such as accrued but unpaid salary and earned annual cash incentive for 2022, and vested account balances in our 401(k) Plan that are generally available to all of our active U.S. salaried employees. Actual amounts to be paid can only be determined at the time of such executive’s termination of service.

 

M. BEGOR

 

Payment or benefit   Voluntary
termination
by the NEO
($)
   Termination
by us for
cause
($)
     Termination
by us
without
cause or by
the NEO
with
good reason
($)
     Termination
by us without
cause or by
the NEO with
good reason
following a
change in
control
($)
     Retirement
($)
   Disability
($)
     Death
($)
 
Severance payments  0  0(1)   6,600,000(2)   9,900,000(3)   0  0   0 
Pension/supplemental retirement plan(4)  1,423,325  1,423,325   1,423,325   1,423,325   1,423,325  1,591,583   1,591,583 
Executive compensation deferral program(6)  1,285,930  1,285,930   1,285,930   1,285,930   1,285,930  1,285,930   1,285,930 
Life insurance benefits  0  0   0   0   0  0   250,000(7) 
Disability benefits  0  0   0   0   0  488,700(8)   0 
Healthcare benefits  0  0   31,607(9)   31,607(9)   0  10,000(10)   8,600(11) 
Perquisites and other                          
personal benefits(12)  0  0   50,000   50,000   0  50,000   50,000 
Tax gross-up  0  0   0   0   0  0   0 
Market value of stock options vesting on termination  0  0   0   333,362(13)   0  333,362(13)   333,362(13) 
Market value of restricted stock units and performance shares vesting on termination  0  0   0   40,814,527(14)   0  40,814,527(14)   40,814,527(14) 
TOTAL  2,709,255  2,709,255   9,390,862   53,838,751   2,709,255  44,574,102   44,334,002 

 

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J. GAMBLE

 

Payment or benefit   Voluntary
termination
by the NEO
($)
   Termination
by us for
cause
($)
    Termination
by us
without
cause or by
the NEO
with
good reason
($)
    Termination
by us without
cause or by
the NEO with
good reason
following a
change in
control
($)
    Retirement
($)
   Disability
($)
    Death
($)
 
Severance payments  0  0(1)   288,462(2)   2,775,000(3)   0  0   0 
Pension/supplemental retirement plan(4)  5,208,400  5,208,400   5,208,400   5,208,400   5,208,400  5,208,400   2,340,400(5) 
Executive compensation deferral program(6)  222,744  222,744   222,744   222,744   222,744  222,744   222,744 
Life insurance benefits  0  0   0   0   0  0   1,250,000(7) 
Disability benefits  0  0   0   0   0  495,300(8)   0 
Healthcare benefits  0  0   0   29,805(9)   0  28,300(10)   8,600(11) 
Perquisites and other personal benefits(12)  0  0   10,000   10,000   10,000  10,000   10,000 
Tax gross-up  0  0   0   0   0  0   0 
Market value of stock options vesting on termination  0  0   0   174,800(13)   0  174,800(13)   174,800(13) 
Market value of restricted stock units and performance shares vesting on termination  0  0   0   5,217,771(14)   0  5,217,771(14)   5,217,771(14) 
TOTAL  5,431,144  5,431,144   5,729,606   13,638,520   5,441,144  11,357,315   9,224,315 

 

R. PLODER

 

Payment or benefit   Voluntary
termination
by the NEO
($)
  Termination
by us for
cause
($)
    Termination
by us
without
cause or by
the NEO
with
good reason
($)
     Termination
by us without
cause or by
the NEO with
good reason
following a
change in
control
($)
     Retirement
($)
    Disability
($)
    Death
($)
 
Severance payments  0  0(1)   538,462(2)   2,590,000(3)   0   0   0 
Pension/supplemental retirement plan(4)  7,935,300  7,935,300   7,935,300   7,935,300   7,935,300   7,935,300   3,755,800(5) 
Executive compensation deferral program(6)  0  0   0   0   0   0   0 
Life insurance benefits  0  0   0   0   0   0   3,000,000(7) 
Disability benefits  0  0   0   0   0   493,000(8)   0 
Healthcare benefits  0  0   0   34,607(9)   23,900(15)   28,300(10)   8,600(11) 
Perquisites and other personal benefits(12)  0  0   10,000   10,000   10,000   10,000   10,000 
Tax gross-up  0  0   0   0   0   0   0 
Market value of stock options vesting on termination  0  0   0   142,227(13)   0   142,227(13)   142,227(13) 
Market value of restricted stock units and performance shares vesting on termination  0  0   0   4,430,828(14)   0   4,430,828(14)   4,430,828(14) 
TOTAL  7,935,300  7,935,300   8,483,762   15,142,962   7,969,200   13,039,655   11,347,455 

 

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B. KOEHLER

 

Payment or benefit   Voluntary
termination
by the NEO
($)
   Termination
by us for
cause
($)
    Termination
by us
without
cause or by
the NEO
with
good reason
($)
    Termination
by us without
cause or by
the NEO with
good reason
following a
change in
control
($)
    Retirement
($)
   Disability
($)
    Death
($)
 
Severance payments  0  0(1)   156,923(2)   2,380,000(3)   0  0   0 
Pension/supplemental retirement plan(4)  488,593  488,593   488,593   488,593   488,593  579,853   579,853 
Executive compensation deferral program(6)  0  0   0   0   0  0   0 
Life insurance benefits  0  0   0   0   0  0   250,000(7) 
Disability benefits  0  0   0   0   0  1,148,000(8)   0 
Healthcare benefits  0  0   0   47,108(9)   0  28,500(10)   3,000(11) 
Perquisites and other personal benefits(12)  0  0   10,000   10,000   0  10,000   10,000 
Tax gross-up  0  0   0   0   0  0   0 
Market value of stock options vesting on termination  0  0   0   118,699(13)   0  118,699(13)   118,699(13) 
Market value of restricted stock units and performance shares vesting on termination  0  0   0   3,957,257(14)   0  3,957,257(14)   3,957,257(14) 
TOTAL  488,593  488,593   655,516   7,001,657   488,593  5,842,309   4,918,809 

 

J. KELLEY

 

Payment or benefit   Voluntary
termination
by the NEO
($)
   Termination
by us for
cause
($)
    Termination
by us
without
cause or by
the NEO
with
good reason
($)
     Termination
by us without
cause or by
the NEO with
good reason
following a
change in
control
($)
    Retirement
($)
   Disability
($)
    Death
($)
 
Severance payments  0  0(1)   275,262(2)   2,027,760(3)   0  0   0 
Pension/supplemental retirement plan(4)  4,000,900  4,000,900   4,000,900   4,000,900   4,000,900  4,000,900   1,948,400(5) 
Executive compensation deferral program(6)  0  0   0   0   0  0   0 
Life insurance benefits  0  0   0   0   0  0   250,000(7) 
Disability benefits  0  0   0   0   0  493,000(8)   0 
Healthcare benefits  0  0   0   31,607(9)   0  28,300(10)   8,600(11) 
Perquisites and other personal benefits(12)  0  0   10,000   10,000   10,000  10,0000   10,000 
Tax gross-up  0  0   0   0   0  0   0 
Market value of stock options vesting on termination  0  0   0   126,933(13)   0  126,933(13)   126,933(13) 
Market value of restricted stock units and performance shares vesting on termination  0  0   0   3,308,464(14)   0  3,308,464(14)   3,308,464(14) 
TOTAL  4,000,900  4,000,900   4,286,162   9,505,664   4,010,900  7,967,597   5,652,397 

 

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