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.     )

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EQUIFAX INC.

(Name of Registrant as Specified in Its Charter)

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

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In 2023, we supported U.S. victims of crime with more than 22 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 crimes, and other concerned citizens to access timely and reliable information about offenders or criminal cases in U.S. jails and prisons. Last year, we expanded the service to include VINE Courts™, which provides victims up-to-date information about upcoming hearing times, locations, and court information. This expanded service breaks down barriers that make it hard for victims to be in court and have their voices heard.     We also made significant changes to medical collection debt reporting alongside Experian and TransUnion. In the first quarter of 2023 medical collection debt under $500 was removed from U.S. consumer credit reports to support U.S. consumers faced with unexpected medical bills. This joint industry measure removed nearly 70% of medical collection debt tradelines from consumer credit reports. We also jointly announced the

permanent extension of free weekly online credit reports to U.S. consumers through the AnnualCreditReport.com website to help them manage their financial health.   Around the world, we worked to further our positive impact on the financial lives of consumers in 2023: •  In Canada, we launched a new solution, Credit Health™, that enables Equifax customers to deliver on-demand access to credit scores, reports, and education to consumers. •  In Uruguay, we hosted a series on financial wellness, sharing tips on financial health, security, privacy and the role of alternative data in credit through the national morning television, universities and public schools, and podcasts. •  In New Zealand, we partnered with financial literacy platform Banqer, to create a credit education module enabling children to learn about credit in their classrooms. Through this program we have helped educate nearly 245,000 children across 2,103 schools. •  In the U.K., we partnered with Speakers for Schools to design and deliver a pilot education outreach program for teens. The initiative matches volunteers with local schools to share financial education and skills to help teens make informed financial decisions, providing information on credit scores, budgeting, debt management, and how to protect against online scams.   Equifax plays an important role in the lives of consumers, and these actions were taken with a commitment to creating a positive impact on people’s personal and financial well-being.

 

 

Executing Bolt-on M&A

We are continuing to strengthen the core of Equifax and drive future non-mortgage growth through strategic, bolt-on mergers and acquisitions. Since the beginning of 2021, we have completed 14 acquisitions totaling nearly $4 billion, including two in 2023.   In August 2023, we completed the strategic acquisition of the second largest credit bureau in Brazil, Boa Vista Serviços. This acquisition expanded the Equifax International footprint in the large and fast-growing $2 billion Brazilian total addressable market. We believe that more data drives better decisions, and this acquisition offers Boa Vista Serviços access to global Equifax capabilities and cloud-native data, products, decisioning, and analytical technology for the rapid development of new products and services and expansion into new industry verticals.   In February 2023, we completed the acquisition of the Montreal-based Food Industry Credit Bureau from Profile Credit. This acquisition grows the commercial credit insights available to Equifax customers in Canada and worldwide with information on over 90 percent of the Canadian agri-food industry. Over the last three decades, The Food Industry

Credit Bureau from Profile Credit has worked in partnership with over 1,000 companies, such as food and beverage service providers, meat and poultry processing, and distribution to provide up-to-date credit data on over 200,000 businesses.   Moving forward, we will continue to look for financially attractive bolt-on M&A aligned with our strategic priorities, including opportunities to grow our differentiated, proprietary data sets as well as opportunities to strengthen our Workforce Solutions and identity protection and fraud prevention capabilities.

 

A big priority for 2024 is to move closer to Equifax Cloud completion with the finalization of our North American Cloud transformation as well as significant portions of our global market transformations, which will result in continued margin expansion and reductions in our capital intensity – a key benefit of our data and technology Cloud transformation. We are moving into the year with strong momentum, and looking forward, we remain focused on delivering 8-12% long-term growth and 50 basis points of margin expansion annually with expanding free cash flow.

 

On behalf of the Equifax Board, leadership team, and nearly 15,000 global employees, we thank you for your ongoing support and confidence in our business. We are energized by our strong performance in 2023, but even more energized about the future of the New Equifax!

 

Thanks for your support,
Mark W. Begor Chief Executive Officer and Director		Mark L. Feidler Independent Chairman of the Board of Directors

 

 

 

 

Table of
Contents

Proxy Summary

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

 

Equifax 2024 Annual Meeting Information

 

Time	Date	Meeting Location
8:00 a.m., Central Time	May 2, 2024	The Ritz-Carlton, St. Louis
		100 Carondelet Plaza
		St. Louis, Missouri 63105

PROPOSAL 1	Election of Nine Directors
		The Board recommends a vote “FOR” the election of each of our director nominees	See page 24 for additional information

 

PROPOSAL 2	Advisory Vote to Approve Named Executive Officer Compensation (“Say-on-Pay”)
		The Board recommends a vote “FOR” the advisory vote to approve named executive officer compensation	See page 47 for additional information

 

PROPOSAL 3	Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for 2024
		The Board recommends a vote “FOR” the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024	See page 107 for additional information

 

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 1, 2024, are entitled to notice of and to vote at our 2024 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 2024 Annual Meeting. Even if you plan to attend our 2024 Annual Meeting, please cast your vote as soon as possible.

Review Your Proxy Statement and Vote in One of Four Ways:
Via the internet	By telephone	By mail	Attend the meeting
Visit the website listed	Call the telephone number	Sign, date and return your proxy	Attend the meeting in person
on your proxy card	on your proxy card	card in the enclosed envelope	or virtually and cast your vote

Admission. Equifax shareholders as of the record date are entitled to attend the 2024 Annual Meeting. Our 2024 Annual Meeting will be held using a “hybrid” in-person and virtual format. Shareholders of record can attend the meeting in person or virtually using the meeting webcast. 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”).

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. We have a large and diversified group of clients, including financial institutions, corporations, government agencies and individuals. Headquartered in Atlanta and supported by approximately 15,000 employees worldwide, Equifax operates or has investments in 24 countries in North America, Central and South America, Europe, and the Asia Pacific region.

2023 Performance Highlights

Strategy

Our strategic imperatives are based on our shift from an era of building, investing and transforming to one of leveraging our substantial 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:

Our business and strategy are described in more detail in our 2023 Annual Report on Form 10-K filed with the SEC on February 22, 2024. Our 2023 progress against our goals and the link to our 2023 compensation program is described under “Executive Compensation – Compensation Discussion and Analysis – Executive Summary” beginning on page 50.

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 Values
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:
	•  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			•  Exceed our customers’ expectations every day •  Deliver value and quality to our customers so we grow together •  Aspire to be our customers’ first call
	•  Deliver results and play to win •  Drive excellent execution •  Have a sense of urgency, agility, and grit			•  Work together as one aligned global team •  Assume best intentions from each other •  Foster optimism and have fun together
	•  Be intellectually curious and insights driven •  Optimize our data and technology to sustain market and product leadership •  Drive scalable, profitable growth			•  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

Board Refreshment and Composition

Shareholder Engagement

Our Director Nominees

Our Board recommends that you vote FOR each of the director nominees named below for terms that expire at the 2025 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 24.

Compensation Program Highlights

2023 Compensation Decisions

For the 2023 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 2023, as summarized below and described in further detail under “Analysis of 2023 Compensation Decisions” beginning on page 57:

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 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
	No re-pricing of underwater stock options

Corporate Governance Highlights

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 nine 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 2023. 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 2023 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 on pages 24-28 and a Board matrix is set forth on page 29.
The Board recommends a vote “FOR” the election of each of our director nominees.

Our Director Nominees

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.

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)	6	17	1	7	10	6	15	3	3
Age	65	67	58	69	58	67	66	55	59
Gender (Male or Female)	M	M	F	M	M	M	M	F	F
Race and Ethnicity
Hispanic or Latino
Black or African American
White
Asian
American Indian or Alaska Native
Native Hawaiian or Pacific Islander

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 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. These policies – and our directors’ compliance with these policies – are reviewed at least annually and all directors currently comply with these limitations.

See “Questions and Answers about the Annual Meeting” beginning on page 109 for information on the procedures for shareholders to recommend director nominees for consideration by the Governance Committee.

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

Program Overview

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 seeking out and responding to investor feedback. Our integrated outreach team, led by our Office of Corporate Secretary and Investor Relations personnel, and joined by members of our Board for certain conversations, discusses a wide variety of issues with our shareholders.

2023 Outreach and Engagement

This past year, we continued our extensive outreach efforts, paying particular attention to shareholder focus areas following the 2023 Say-on-Pay vote. As detailed below, we undertook a multi-phased investor outreach program, beginning with discussions leading up to our 2023 Annual Meeting and followed by extensive engagement in response to the 2023 Say-on-Pay vote.

Following our 2023 Annual Meeting, we reached out to shareholders holding approximately 83% of our outstanding common shares (“O/S”) and engaged with shareholders holding approximately 70% of our outstanding shares, including many who did not support our proposal. We thoughtfully considered shareholder input on topics ranging from compensation strategy, including our performance-oriented equity award, to corporate governance and responsible business. Our Independent Chair and our Compensation Committee Chair led several of these engagement meetings. We also engaged with both of the leading proxy advisory firms.

Board Actions in Response to Shareholder Feedback

Our Board conducted an in-depth review of the shareholder feedback provided in 2023 to develop an appropriate response to the 2023 Say-on-Pay vote and responsible business topics raised by investors, evaluating actions both in terms of potential changes to practices and disclosure, as described below and under “Shareholder Engagement on Executive Compensation” on pages 52-53.

What We Heard		What We Did
Executive Compensation
Preference for no future one-time awards to the CEO		Made an explicit commitment that our Compensation Committee does not intend to grant future one-time awards to the CEO or other NEOs (beyond the awards granted in the process of hiring new employees) absent extraordinary circumstances (see page 53)
Interest in additional disclosure of voluntary holding periods associated with our CEO’s equity awards		Expanded disclosure of our CEO’s irrevocable elections to defer $67 million of equity (including equity granted to him as part of the 2022 performance-oriented award) over a ten-year period following his retirement from Equifax (see page 72)
Desire for greater disclosure of scope and focus of shareholder engagement		Increased the disclosure of our shareholder engagement efforts, including the specific feedback we heard from investors on topics that were most prevalent (see pages 32 and 52-53)
Desire for additional disclosure regarding the selection of the peer group used for our TSR performance shares		Enhanced disclosure of the TSR performance share peer group selection process and rationale for the use of the S&P 500 Index to evaluate relative performance (see pages 57 and 65)
Responsible Business Topics
Desire for additional disclosure regarding our initiatives related to consumers, including financial inclusion, expanded access to credit and consumer experience		Began publishing a monthly U.S. consumer credit report accuracy metric as part of our commitment to improve data processes (see Equifax.com/about-equifax/consumer-experience/)   Enhanced proxy statement and website disclosure to highlight our initiatives and 2023 progress related to financial inclusion, access to credit and consumer experience (see pages 40-41 and Equifax.com/about-equifax/our-commitments/)
Interest in additional human capital-related disclosures, including topics related to employee engagement, turnover rates and retention and recruitment efforts		Enhanced proxy statement disclosure to highlight employee engagement initiatives (see page 42)   Enhanced disclosure regarding employee turnover rates in our 2023 SASB Report (see Equifax.com/ESG)   Published a Human Rights Policy, taking into consideration shareholder feedback received (see Equifax.com/about-equifax/corporate-governance/)
Support for obtaining SBTi-approval of near-term GHG emission reduction targets		Set near-term GHG emission reduction targets that were validated by the Science Based Targets initiative (SBTi) (see Equifax.com/about-equifax/environment/)
Request for disclosure regarding our approach to artificial intelligence risks and opportunities		Published additional information about our commitment to responsible AI innovation, including our Responsible AI Policies and Principles, which are designed to operationalize Responsible AI and help ensure that we consistently and appropriately design, implement and use AI Systems for approved use cases (see Equifax.com/about-equifax/ai/)

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.

Mark L. Feidler INDEPENDENT CHAIRMAN OF THE BOARD

The role and responsibilities of Independent Chairman include:
•  Calling meetings of the full Board or of the non-management directors •  Establishing the agenda for each Board meeting, in coordination with the CEO •  Presiding at all meetings of the Board •  Advising the CEO of decisions reached and suggestions made at the executive sessions of the non-management directors	•  Facilitating communication between the directors and with the CEO •  Meeting directly with management and other employees of the Company •  Presiding at meetings of shareholders and calling special meetings of shareholders •  Being available for consultation and direct communication with shareholders

Annual Self-Evaluations

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

Board Self-Evaluation Process for 2023-2024

This year, based upon the recommendation of the Governance Committee, the Board determined it was appropriate to implement its standard process for the 2023-2024 self-evaluation cycle. Under the standard process, each director completed written Board and committee evaluation questionnaires, which were aggregated by the Office of Corporate Secretary without individual attribution and reviewed by the Independent Chairman as well as the committee chairs. The Independent Chairman participated in one-on-one discussions with each of the other directors, during which they discussed the response summaries, and reviewed the evaluation results with the full Board in February 2024. In addition to the Board self-evaluation, each standing committee conducted its own self-evaluation and charter review.

Feedback Incorporated Over the past few years, the evaluation process has highlighted opportunities to strengthen the effectiveness of the Board’s practices, structures, competencies and communications. Key themes for this year’s evaluation included: •  Areas of strategic focus and Board composition in support of long-term strategy •  Balance and scope of topics covered in Board meetings •  Management, director and committee succession planning

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 2023, the full Board held 7 meetings and the standing committees held a total of 34 meetings (including 4 joint meetings of the Audit and Technology Committees and 2 joint meetings of the Governance and Compensation Committees).

Committee Composition

				Committee Memberships
Name		Independent		Audit		Compensation		Governance		Technology
Mark W. Begor
Mark L. Feidler
Karen L. Fichuk
G. Thomas Hough
Robert D. Marcus
Scott A. McGregor
John A. McKinley
Melissa D. Smith
Audrey Boone Tillman
Meetings held in 2023				12		7		7		8

	= Independent Chairman
	= Audit Committee Financial Expert
	= Committee Chair
	= Committee Member

Committee Responsibilities

Each committee operates pursuant to a written charter which is available on our website at www.equifax.com/about-equifax/corporate-governance. The oversight responsibilities of each committee are summarized below.

	Audit Committee	Meetings held in 2023: 12
	Members: G. Thomas Hough (Chair), Karen L. Fichuk, Scott A. McGregor, John A. McKinley

•  Direct authority to appoint, oversee, compensate and discharge our independent auditors •  Reviews and pre-approves the services provided by our independent auditors and reviews the independence of that firm •  Reviews our financial statements, earnings press releases and financial information and discusses the same with our independent auditors and management •  Reviews the integrity of our financial reporting process and the adequacy and effectiveness of our financial and information technology controls

•  Oversees our regulatory compliance program and administers our Code of Ethics and Business Conduct •  Reviews our policies related to enterprise risk assessment and risk management •  In coordination with the Technology Committee, oversees risk management with respect to cybersecurity •  Oversees our internal audit function •  Meets separately with our internal and external auditors to ensure full and frank communications

	Compensation Committee	Meetings held in 2023: 7
	Members: Robert D. Marcus (Chair), Mark L. Feidler, G. Thomas Hough, Melissa D. Smith

•  Approves and oversees our executive compensation plans, programs and policies •  Evaluates the performance and determines the compensation for our CEO; oversees the performance evaluations for our other executive officers and makes compensation determinations •  Approves equity compensation awards made to Section 16 officers •  Reviews the CD&A and other proxy statement disclosures related to executive compensation; recommends the inclusion of the CD&A in the proxy statement

•  Considers the results of shareholder advisory votes on executive compensation and determines any appropriate responsive actions •  Oversees an annual risk assessment of our compensation programs •  Monitors the effectiveness and funded status of our retirement and 401(k) plans •  Advises management and the Board on succession planning and other significant human resources matters

	Governance Committee	Meetings held in 2023: 7
	Members: Mark L. Feidler (Chair), Robert D. Marcus, Melissa D. Smith, Audrey Boone Tillman

•  Oversees an annual review of the performance and effectiveness of the Board and its committees •  Makes recommendations regarding the independence and qualifications of individual directors, as well the composition of the Board and its committees •  Makes recommendations regarding the election of new directors and re-election of incumbent directors •  Oversees an annual review of the Committee charters •  Makes recommendations on matters related to Board policies and practices, including the Corporate Governance Guidelines

•  Oversees an annual review of the director compensation program •  Oversees our shareholder engagement program and our responses to shareholder proposals •  Oversees our strategy with respect to responsible business priorities •  Oversees the new director orientation program and the continuing education activities of the Board •  Annually reviews our political activities, including lobbying activities

	Technology Committee	Meetings held in 2023: 8
	Members: John A. McKinley (Chair), Scott A. McGregor, Audrey Boone Tillman

•  Oversees our technology strategy, including new product development programs and new technology investments •  Reviews our technology investments and infrastructure associated with risk management, including policies relating to information security, disaster recovery and business continuity •  In coordination with the Audit Committee, oversees risk management with respect to cybersecurity

•  Oversees engagement of outside advisors to review our cybersecurity program and annually reviews the effectiveness of our cybersecurity program •  Receives reports directly from our Chief Information Security Officer, Chief Technology Officer and the internal audit department, including in executive session

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 focus on executing our strategic priorities by leveraging the Equifax Cloud and our EFX.AI advanced analytics and machine learning capabilities to drive innovation, new products and growth. The Board believes that the additions of 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. The Governance Committee has been actively engaged in a director search process, with the assistance of a third party executive search firm, to identify highly-qualified and diverse director candidates to fill the seat created by Heather Wilson’s departure. The Board is searching for candidates with broad executive leadership experience that complements the skills and experience of our existing directors, in order to ensure appropriate oversight as we continue to grow our company and execute on our strategic business priorities.

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. The following chart shows the individual and average tenure of our director nominees, which is well distributed to create a balanced Board. Since 2020, we have refreshed our Board with three 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, our 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, our Board receives regular updates from management regarding the Company’s operating plan and strategy, including updates specific to each business unit and the enterprise as a whole. In addition to these regular reports, the Board receives periodic updates from management and third parties, as appropriate, regarding regulatory compliance, government relations, artificial intelligence and Board governance topics. The Board also conducts periodic visits to our key facilities. Our directors participate in annual cybersecurity training and receive annual updates on our crisis management program in order to ensure enterprise preparedness. 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 73-74) are intended to ensure Mr. Begor’s continued leadership 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.

Responsible Business at Equifax

Our Corporate Strategy Propels our Responsible Business Priorities

We have identified a series of responsible business priorities that are aligned with our corporate strategy.

By aligning our responsible business priorities with our corporate strategy, we remain focused on the areas that are most relevant to our business, which drives the creation of shareholder value while at the same time positioning our company for long-term sustainability. Highlights of our responsible business priorities, 2023 progress and related business strategies are described below. Additional information can be found on our website at www.equifax.com/ESG.

Consumer Impact Security Environment Culture and Careers Privacy Governance Community Engagement Our Suppliers Purpose and Values Consumer Impact Our strategy to expand our differentiated data assets and put customers and consumers first helping promote financial inclusion and empower consumers: Extended our exclusive operation and management of the NCTUE® database, including 190 million payment records that can be layered with traditional credit data to help expand access to credit Introduced the industry's first expanded mortgage credit report, making telco, pay TV, and utilities attributes available to the U.S. mortgage industry Contracted with USDA's Food and Nutrition Assistance Program to provide verification services in support of SNAP benefits Introduced a credit education toolkit to help young adults in the U.S. establish responsible credit habits Began publishing a monthly U.S. consumer credit report accuracy metric Leveraging our Equifax Cloud capabilities helps us reduce our environmental impact: Made progress toward our commitment to netzero greenhouse gas (GHG) emissions by 2040 Set near-term GHG emission reduction targets that were validated by the Science Based Targets initiative (SBTi) Reduced combined scope 1 and 2 GHG emissions by: - Decommissioning 7 data centers - Relocating 6 offices to more energy efficient locations - Expanding our purchase of renewable energy Environment We are demonstrating our leadership in security through our world-class security program and collaboration to strengthen the broader business community: Achieved a security program maturity rating that exceeded industry benchmarks for the fourth consecutive year Reinforced our internal security culture, including via 220,000+ threat simulations that tested our global workforce Expanded our external collaboration, including open-sourcing our security and privacy controls framework, and helping Costa Rica launch a nationwide cybersecurity awareness course Security Acting as one team, One Equifax drives greater workforce engagement, retention, innovation and diversity: Expanded career development resources and opportunities for future growth, with almost 50% of open roles filled internally Implemented BEST Credit Training, enabling EFX employees to deliver financial literacy content in their communities Grew membership in our global employee networks, with 21% of our employees participating Recognized by the Human Rights Campaign as a Best LGBTQ+ Employer in the 2023 Corporate Equality Index

Spotlight on Consumer Impact At Equifax, we recognize that positive economic change starts with a single financial opportunity. Our unique blend of data, analytics and technology unlocks innovative, financially-inclusive opportunities that move people forward. We are committed to furthering our investments and business actions to support financial inclusion and empower consumers, including through the initiatives described below. More information is available at www.equifax.com under “About Us - Our Commitments.” Empowering Consumers with Access to Resources and Tools Delivering Benefits with Greater Speed Working in collaboration with Equifax, certain U.S. federal and state social service agencies use The Work Number® database to help people in need secure access to healthcare, food, housing and financial assistance. Because eligibility for social services programs generally requires verification of income or employment status, social service agencies can use The Work Number to verify this information for each applicant. Equifax solutions help strengthen the administration of these important programs by reducing time to benefits, helping agencies determine the appropriate amount of benefit to provide and improving the consumer's experience through a streamlined process. Driving Greater Awareness Around Financial Inclusion and Consumer Education We continue to devote additional resources to promote and amplify the importance of financial inclusion within the financial services system. In 2023, we launched a Financial Inclusion Hub on equifax.com to provide a single source for information on this important issue. We invest in numerous initiatives around the world to help young people learn about credit, budgeting and debt management, build credit capability and develop skills to make informed financial decisions. We partner with Credit Builders Alliance, a national nonprofit network that connects equity-focused nonprofits and credit bureaus in order to help the millions of consumers with little or no credit participate in the mainstream financial system by building credit. Promoting Access to Credit and Financially Inclusive Lending Through Alternative Data While credit reports remain a strong indicator of credit history and past financial reliability, we believe that data not included in traditional credit report data - including telecommunications, pay TV and utility payment history - has the potential to help responsibly expand consumer access to credit and support a more inclusive economy by presenting a fuller picture of consumers' financial profiles. Moreover, our EFX.AI advanced analytics and machine learning allows us to build insights from significantly greater amounts of trusted, proprietary data - helping lenders, service providers and government agencies make more holistic decisions and open financial opportunities to otherwise underserved populations. For example, our studies show that layering our differentiated alternative data with our patented explainable AI (xAI) can lift consumers into higher credit bands. Improving the Consumer Experience Equifax plays an important role in the financial lives of consumers and we are committed to being consumer friendly at every touchpoint. We have revised our consumer-facing communications to ensure they are easy to understand. Updated communications will begin in the second half of 2024. We are committed to improving our data processes and began publishing U.S. credit report accuracy metrics on our corporate website on a monthly basis.

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 15,000 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 2023, we hired approximately 1,900 new employees and promoted approximately 1,800 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, ongoing 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:

Our Values
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:
	•  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			•  Exceed our customers’ expectations every day •  Deliver value and quality to our customers so we grow together •  Aspire to be our customers’ first call
	•  Deliver results and play to win •  Drive excellent execution •  Have a sense of urgency, agility, and grit			•  Work together as one aligned global team •  Assume best intentions from each other •  Foster optimism and have fun together
	•  Be intellectually curious and insights driven •  Optimize our data and technology to sustain market and product leadership •  Drive scalable, profitable growth			•  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

We focus on generating sustained employee engagement by shaping meaningful experiences that result in increased productivity, loyalty and belonging. Building on our high levels of engagement (78% based on our most recent comprehensive survey), we continue to gather data and insights that drive further improvements in this area, including through pulse surveys, individual engagement conversations, employee focus groups and survey data from stay and exit interviews.

In 2023, these insights drove deliberate actions. We expanded career development resources and provided opportunities for future growth, with almost 50% of open roles filled internally (compared to 38% in 2022), delivering on our commitment as a place to grow and develop a career. As another meaningful indication of engagement, 21% of employees are active members of one of our employee networks.

Inclusion and Diversity

Valuing diversity is at the heart of our shared values. We believe that increasing inclusion and diversity (I&D) 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 positive strides in support of our I&D 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. In 2023, we achieved several milestones in support of our I&D strategy. We introduced Inclusive Leader Training to additional employees, helping our managers develop leadership habits and behaviors that drive inclusion and engagement. Our employees completed over 140,000 hours of professional training and development globally, including 7,300 hours of I&D training. As a result of these accomplishments and other initiatives described on our website, we were recognized by the Human Rights Campaign as a Best LGBTQ+ Employer in the 2023 Corporate Equality Index.

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 are focused on improving enterprise-wide 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. In 2023, we continued our commitment to our diverse candidate interview slate requirements for all external professional and management roles, achieving 100% compliance in the U.S. Within our senior leadership team, over 50% identify as female or racially or ethnically diverse. On our Board, 33% of our director nominees identify as female and 11% identify as racially or ethnically diverse.

of our Board nominees identify as Female	of our Board nominees identify as Racially or Ethnically Diverse	of our Senior Leadership Team identify as Female and/or Racially or Ethnically Diverse

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 performance goals related to workforce diversity. Performance against this goal is taken into account when determining the annual bonus achievement for each leader. See page 60 for more detail.

Flexible Work

During the past year, our Equifax offices around the world remained safely open and in compliance with all local jurisdictional requirements. Since 2021, we have offered 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.

Board Oversight of Risk

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

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

How We Manage Risk

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

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 responsible business 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.

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 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 2023, 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 49 and “Director Compensation” beginning on page 101.

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 49. 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 55-57 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 Board took action to respond to shareholder feedback following the 2023 Say-on-Pay vote (see pages 52-53 for details)		•  At our 2023 Annual Meeting, the Say-on-Pay vote failed to receive support from a majority of votes cast. •  Following this vote, we conducted two rounds of extensive engagement with shareholders to capture feedback, and subsequently reviewed our executive compensation structure and practices in light of shareholder guidance. •  During these engagements, shareholders sought forward-looking commitments that a similar award would not be granted to our CEO in the future. In response to this feedback, the Compensation Committee made a commitment that it does not intend to grant any future one-time awards to our CEO or other NEOs (beyond the awards granted in the process of hiring new employees) absent extraordinary circumstances. •  Shareholders also expressed interest in additional disclosure of voluntary holding periods associated with the equity awards. In response to this feedback, we shared new details regarding our CEO’s irrevocable elections to defer $67 million of equity (including equity granted to him as part of the 2022 performance-oriented award) over a ten-year period following his retirement from Equifax.

Executive Summary

2023 Financial Highlights

2023 Progress Against EFX2025 Strategic Priorities

During 2023, 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 significant cloud investments to drive new product innovation and accelerate growth.

A summary of our significant 2023 accomplishments against our strategic priorities is set forth below.

	Accelerate Innovation and New Products   • Launched 120 new products in 2023; 4th consecutive year above 100   • Vitality Index of 14%, all-time high and above our Long-Term Financial Framework
	Leverage Equifax Cloud Capabilities   • Migrated 37,000 customers, decommissioned 254 applications and rebuilt 153   • Decommissioned 7 data centers
	Expand Differentiated Data Assets   • Extended our exclusive operation and management of the NCTUE® database, including 190 million payment records that can be layered with traditional credit data to help expand access to credit   • Drove growth in The Work Number database, reaching 168 million active employment records
	Put Customers and Consumers First   • Over 2,000 skilled customer and consumer care, and data contributor service team members   • New global Financial Inclusion Hub; launched EFX Learn
	Execute Bolt-on M&A   • Acquired Boa Vista Serviços, 2nd largest credit bureau in Brazil   • Acquired Profile Credit in Canada
	Continue Leadership in Security   • Security maturity rating outperformed all major industry benchmarks; 4th consecutive year   • Expanded external collaboration; open-sourced our security and privacy controls framework
	Act as One Team, One Equifax   • Almost 50% of open roles filled internally in 2023, compared to 38% in 2022   • A Human Rights Campaign Best LGBTQ+ Employer for Equality   • 21% of employees are active in one of our employee networks

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

Our 2023 compensation program metrics, established in the first quarter of 2023, were:

Shareholder Engagement on Executive Compensation

As part of our ongoing Board-directed shareholder engagement program, the feedback we receive from shareholders on our executive compensation program is shared with the Compensation Committee and the full Board. The Compensation Committee considers this feedback, along with additional data, such as market comparisons from the independent compensation consultant, in the Committee’s review of our compensation program.

Say-on-Pay Voting Results in 2023

At the 2023 Annual Meeting, the advisory vote on executive compensation, or “Say-on-Pay” vote, failed to receive support from a majority of votes cast. Following the 2023 Annual Meeting, our Compensation Committee, Governance Committee and entire Board have been focused on understanding and responding to our shareholders’ feedback as reflected in the 2023 Say-on-Pay vote.

We conducted extensive engagement with shareholders to capture feedback, and we reviewed our executive compensation structure and practices in light of shareholder guidance. Through these efforts, we sought to implement appropriate responses to the Say-on-Pay vote.

Board Actions in Response to 2023 Say-on-Pay Feedback

As described above, our Board conducted an in-depth review of the shareholder feedback provided in 2023 to develop an appropriate response to the 2023 Say-on-Pay vote, evaluating actions both in terms of potential changes to practices and disclosure, as described in the table below.

Compensation Program Highlights

Executive Compensation Philosophy

2023 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 2023, 89% of target total direct compensation for our CEO and an average of 85% 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).

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 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
	No re-pricing of underwater stock options

How We Determine the Total Amount of Compensation

Compensation Elements and Objectives

Compensation Design Process

Role of the Compensation Committee and Management in Determining Executive Compensation

The Compensation Committee reviews and makes decisions about executive compensation, including the amount of base salary, short-term 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 2023 AIP and 2023 LTI program, the Committee considered recommendations from members of management regarding the performance measures and targets, including the individual non-financial strategic 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 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 2023 compensation for our CEO and other executive 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 2023, FW Cook assisted the Committee in determining appropriate levels of compensation for the CEO and other executive officers for 2023, 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, internal pay equity 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 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.

We are transforming 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 increased nearly 2.5x during that time. Workforce Solutions, our largest and fastest-growing business segment, provides services enabling customers to verify income, employment, educational history, criminal justice data, healthcare professional licensure and sanctions of people in the U.S., as well as providing our employer customers with services that include unemployment claims management, I-9 and onboarding services, Affordable Care Act compliance management, tax credits and incentives and other complementary employment-based transaction services. The service offerings within our Workforce Solutions business continue to evolve. The expansion of our portfolio of employer services has been further facilitated by our cloud-native technology architecture and enabled by our broader cloud technology transformation.

The peer group is reviewed annually to ensure the composition continues to reflect our business transformation. The companies in the peer group should acknowledge Equifax’s evolving scale and business complexity as represented by technology-enabled organizational structure, global operations and/or diversified product lines. The objective is for the peer group, as a whole, to represent the market in which we compete for business and executive talent.

2023 Peer Group Determination

The Committee’s determination of the 2023 peer group included consideration of our transforming business to ensure that the peer group continued to represent the market in which we compete for business and executive talent. 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., based on the determination that the business operations of these companies are no longer sufficiently adjacent to Equifax. 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 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 were as follows:

2024 Peer Group

Although the Committee reviews the compensation peer group annually, the Committee does not intend to change the peer group annually. Following annual review in May 2023, the Committee determined to retain the same 15-company peer group described above for purposes of setting 2024 compensation levels.

Peer Group for Performance Shares

The peer group described above was deemed appropriate for compensation purposes, although the stock performance of those companies does not necessarily adjust based on the same economic factors as ours. Moreover, investors evaluating companies with the largest market capitalizations are likely to compare Equifax to other companies in the S&P 500 Index (of which we are a member). 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 as the comparative group for that purpose.

Use of “Tally Sheets”

On a regular basis, the Compensation Committee reviews “tally sheets” relating to compensation of the NEOs. The tally sheets quantify the total compensation package, the impact of stock price change on the value of existing long-term incentives, the wealth created from prior equity grants and amounts payable upon hypothetical employment change events. The summaries allow the Committee to assess the cumulative impact of its past compensation decisions and to evaluate retention risk. Tally sheet review in 2023 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. In the case of our CEO, the terms of his employment agreement are also relevant.

Analysis of 2023 Compensation Decisions

Context for 2023 Compensation Decisions

At our 2022 Annual Meeting, approximately 95% of the votes cast approved our executive compensation program. During our subsequent off-season engagement (October 2022 to February 2023), shareholders representing approximately 68% of our outstanding shares described their priorities and provided constructive feedback to our management team regarding our executive compensation program.

During these discussions, 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. Another common theme we heard was that most investors do not favor one-time awards, such as the 2022 performance-oriented equity award to our CEO.

In designing the 2023 compensation structures and target pay levels, the Committee sought to ensure that the compensation program reflected our strategic business priorities, including our responsible business 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.

Impact of 2023 Say-on-Pay Vote

Following the result of our 2023 Say-on-Pay vote, the Committee conducted a thoughtful review of our compensation program and took responsive action, taking into account feedback and concerns raised by shareholders, as detailed in the section titled “Shareholder Engagement on Executive Compensation” on pages 52-53. While our Say-on-Pay proposal did not receive majority support in 2023, the Committee determined that implementing structural changes to the compensation program was unnecessary given shareholders expressed support for our core compensation program during engagement conversations conducted following the meeting. This support validated the enhancements that we made to our executive compensation program in prior years in response to shareholder feedback.

The 2023 compensation program is described in detail below.

2023 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 2023 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 2023 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 2023 threshold, target and maximum levels for Corporate Operating Revenue were set at or above 2022 levels, and the 2023 targets were set above 2022 actual results. The 2023 threshold, target and maximum levels for Corporate Adjusted EPS targets were set below 2022 levels and below 2022 actual results, due to the unprecedented declines in the U.S. mortgage market that continued through 2023. In setting the levels for each corporate-level and business unit-level financial goal under the 2023 AIP, the Compensation Committee considered (i) our 2023 operating budget, (ii) our 2023 financial outlook as of February 2023 (including assumptions related to macroeconomic factors, U.S. mortgage market conditions and business unit growth trends for 2023) and (iii) our strategic priorities, taking into account the initiatives to be implemented during 2023. 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. The Compensation Committee was mindful of these external, macroeconomic factors when setting the 2023 AIP goals. In designing the 2023 compensation structures and target pay levels, the Committee sought to ensure that the compensation program reflected our financial and strategic business 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.

The 2023 corporate-level financial goals under the AIP were as follows:

Payouts for achievement between threshold and target, and between target and maximum, are determined based upon straight line interpolation. Pursuant to the terms of the AIP, awards are subject to the Committee’s authority to reduce awards through the exercise of its negative discretion and an individual award limit of $5 million.

Establishment of Business Unit-Level Financial Goals

The Compensation Committee 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 2023 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 2023, Mr. Ploder participated in the Business Unit Plan for the Workforce Solutions business unit and Mr. Horvath participated in the Business Unit Plan for the USIS business unit.

The 2023 business unit objectives for Messrs. Ploder and Horvath are set forth below. The 2023 target levels for each of these business unit objectives were set above 2022 actual results.

Establishment of Individual Non-Financial Strategic Goals

Non-financial strategic goals have proven to be an effective tool for motivating our executives to execute on our key strategic initiatives. Through our conversations with shareholders, we understand the importance of clearly linking these non-financial goals to our business strategy and the creation of long-term shareholder value. Individual non-financial objectives for our NEOs are developed in the first quarter of each year in connection with the preparation of our business plan and overall strategy. These individual objectives are specific to each NEO but also intended to support our enterprise-wide initiatives. The 2023 non-financial performance objectives for our NEOs were developed in alignment with our EFX2025 strategic imperatives, as well as our priorities related to responsible business.

Under the 2023 AIP, the Committee set individual non-financial strategic goals for our NEOs in alignment with our strategic and responsible business priorities and tailored to each NEO’s individual role and responsibilities.

These individual non-financial strategic 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 2023 AIP payout was based entirely on financial performance metrics, although he was still responsible for meeting individual strategic non-financial goals.

Evolution of AIP Goals Related to Responsible Business Priorities

As described above, we have identified a set of responsible business priorities that are aligned with our EFX2025 corporate strategy. By aligning our responsible business practices with our corporate strategy, we remain focused on the areas that are most relevant to our business, which drives the creation of shareholder value while at the same time positioning the Company for long-term sustainability.

Since 2018, our AIP has incorporated non-financial goals that relate to our Equifax responsible business practices. We began by adding a cybersecurity performance measure as an AIP metric in 2018, in order to promote a Company-wide focus on data security and reinforce our overall security program goals. Today, 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 predetermined security goals, established by the Security Department, that are most appropriate to their role and scope of responsibility.

Over the past five years, we have continued to monitor the evolution of non-financial strategic goals in compensation programs. In response to this evolution and shareholder feedback, we expanded our use of non-financial goals in the AIP to include other responsible business practices. Under the 2023 AIP, in support of our enterprise-wide responsible business priorities, the Committee continued the use of these non-financial strategic goals as follows:

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 2023, 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 2023 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 2023, including goals related to security, financial inclusion, consumer impact, workforce diversity, environment and governance; however, Mr. Begor’s performance against those objectives did not impact his 2023 incentive payout.

Summary of 2023 Annual Cash Incentive Awards

In February 2024, the Compensation Committee reviewed each NEO’s performance against the pre-established 2023 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 2023 AIP was based exclusively on achievement measured against specified financial goals. Awards paid to our other NEOs under the 2023 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 2023 awards earned by the NEOs, are set forth in the table below. A detailed description of how each NEO’s 2023 incentive award was achieved follows the table.

Although we achieved record revenue in 2023, our financial performance fell short of our targets due to one of the most challenging U.S. mortgage markets in the past 20 years, with U.S. mortgage originations down 34% and Equifax mortgage revenue down 17% as compared to 2022. As a result, payouts under the 2023 AIP were below target.

Determination of each NEO’s Performance and Annual Cash Incentive

Mark Begor | Chief Executive Officer

		Objectives		Target Level		Actual Results		Actual Payout as a % of Target		2023 Incentive Payout
		Corporate Adjusted EPS		$7.210		$6.743		48		$697,962
		Corporate Operating Revenue		$5.355 billion		$5.230 billion		73		$246,148
		Individual Objectives(1)		n/a		Distinguished		n/a		n/a

Mr. Begor achieved a rating of “Distinguished” based on his achievements for 2023. These achievements included:

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

		Objectives		Target Level		Actual Results		Actual Payout as a % of Target		2023 Incentive Payout
		Corporate Adjusted EPS		$7.210		$6.743		48		$246,375
		Corporate Operating Revenue		$5.355 billion		$5.230 billion		73		$86,888
		Individual Objectives		$158,846		Distinguished		200		$317,692

Mr. Gamble achieved a rating of “Distinguished” based on his achievements for 2023. These achievements included:

Todd Horvath | Executive Vice President, President, U.S. Information Solutions

		Objectives		Target Level		Actual Results		Actual Payout as a % of Target		2023 Incentive Payout
		Corporate Adjusted EPS		$7.210		$6.743		48		$96,641
		USIS Operating Revenue		$1.704 billion		$1.720 billion		128		$259,195
		USIS Operating Income		$388.3 million		$387.2 million		98		$132,885
		Individual Objectives		$135,000		Distinguished		200		$270,000

Mr. Horvath achieved a rating of “Distinguished” based on his achievements for 2023. These achievements for USIS included:

Rudy Ploder | Executive Vice President, President, Workforce Solutions

		Objectives		Target Level		Actual Results		Actual Payout as a % of Target		2023 Incentive Payout
		Corporate Adjusted EPS		$7.210		$6.743		48		$106,553
		Workforce Solutions Operating Revenue		$2.476 billion		$2.316 billion		25		$56,395
		Workforce Solutions Operating Income		$1.116 billion		$1.005 billion		0		$0
		Individual Objectives		$148,846		Exceeds Expectations		150		$223,269

Mr. Ploder achieved a rating of “Exceeds Expectations” based on his achievements for 2023. These achievements for Workforce Solutions included:

Bryson Koehler | Former Executive Vice President, Chief Technology, Product and Data & Analytics Officer

		Objectives		Target Level		Actual Results		Actual Payout as a % of Target		2023 Incentive Payout
		Corporate Adjusted EPS		$7.210		$6.743		48		$223,288
		Corporate Operating Revenue		$5.355 billion		$5.230 billion		73		$78,746
		Individual Objectives		$143,962		Exceeds Expectations		150		$215,942

Mr. Koehler achieved a rating of “Exceeds Expectations” based on his achievements for 2023. These achievements included:

2023 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 56-57, 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 February 2023, the Committee approved a 2023 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 2023 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 2023 Annual LTI framework for our NEOs (including our CEO) remained consistent with the 2022 LTI award mix.

		2023 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 the third anniversary of the grant date 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 2023 Annual LTI program follows.

2023 LTIP Elements

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

TSR Performance Shares

The TSR performance shares align with shareholder interests, as higher relative 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.

As described on page 57, our compensation peer group is composed of companies with which we compete for business and talent. While the Committee recognizes this as a valuable peer group for evaluating compensation, the stock performance of the companies in our compensation peer group does not necessarily adjust based on the same economic factors as ours. Moreover, investors evaluating companies with the largest market capitalizations are likely to compare Equifax to other companies in the S&P 500 Index (of which we are a member). For this reason, the Committee believes that the broader peer group of the S&P 500 Index is more appropriate for evaluating our relative TSR performance for purposes of performance shares issued under our LTI plan.

Payouts in February 2026 (if any) for the TSR performance shares awarded on February 10, 2023 will be based on the following scale, with straight-line interpolation between the threshold and maximum levels:

TSR PERFORMANCE SHARES: PERFORMANCE/PAYOUT SCALE

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 25^th 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 the S&P 500.

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.

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 2023 are earned, if at all, based on our Adjusted EBITDA for each of the three years of the performance period. In February 2023, the Committee set the threshold, target and maximum Adjusted EBITDA levels for 2023, and threshold, target and maximum Adjusted EBITDA growth rate goals for each of 2024 and 2025. 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.

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 2023 stock options will be $0.

The exercise price of stock options granted in 2023 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 10, 2023 vest in equal 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 tighten 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 2023 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 10, 2023 cliff-vest on February 10, 2026, assuming continued employment with the Company, and have an eight-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 10, 2023 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 2023 Annual LTI Grant Values

The Compensation Committee determined the 2023 long-term incentive awards 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. The number of TSR performance shares is calculated using the Monte Carlo equity valuation model, then applying an illiquidity discount to reflect the 12-month post-vesting holding period. The number of Adjusted EBITDA performance shares is calculated by taking the target grant value divided by the closing price of our common stock on the grant date, then applying an illiquidity discount to reflect the 12-month post-vesting holding period. The number of premium-priced stock options is calculated using a Monte Carlo model. The number of market-priced stock options is calculated based on a binomial valuation model. The number of RSUs is calculated by taking the target grant value divided by the closing price of our common stock on the grant date.

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 2023. Actual grant date values, computed in accordance with applicable accounting standards, are disclosed in the “2023 Grants of Plan-Based Awards” table on page 79. 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 2023 ANNUAL LTI AWARDS

The Committee approved a 2023 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 2023 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%).

2023 Horvath New Hire Award

In connection with his hiring as Executive Vice President, President, USIS, and to compensate him for foregoing pay previously earned at his prior employer, in addition to the 2023 annual LTI award, on May 1, 2023, Mr. Horvath received a new hire “make whole” grant of RSUs and TSR performance shares with an aggregate grant date fair value of $4 million. Mr. Horvath’s new hire RSU award (comprising $2 million in value) vests in three equal increments beginning on the first anniversary of the grant date. His new hire TSR performance share award (comprising $2 million in value) vests at the end of a three-year performance period. As described above under “2023 LTIP Elements,” RSU and TSR performance share awards accrue dividend equivalents on earned shares; TSR performance shares require the recipient to hold the shares for a period of 12 months following vesting.

2021-2024 Performance Share Awards

In February 2024, the Compensation Committee approved the vesting and payment of the TSR performance shares granted in February 2021 at 103.3% of the 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, 2023. 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:

Actions Taken with Respect to 2024 Compensation

As described under “Shareholder Engagement on Executive Compensation” on pages 52-53, our Compensation and Governance Committees met jointly on several occasions in 2023 and carefully reviewed the shareholder feedback received from our multiple rounds of extensive engagement following the 2023 Annual Meeting, including discussions regarding the low Say-on-Pay vote at the 2023 Annual Meeting. While our 2023 Say-on-Pay proposal did not receive majority support, feedback from our conversations with shareholders indicated a strong support for the structure and design of our core compensation program. As a result, the Compensation Committee concluded that a change to our core compensation program would not be responsive to shareholder feedback.

Instead, a common theme we heard was that most investors do not favor one-time awards, such as the 2022 performance-oriented equity award to our CEO. In response to this feedback, the Compensation Committee made a commitment that it does not intend to grant any future one-time awards to our CEO or other NEOs (beyond the awards granted in the process of hiring new employees) absent extraordinary circumstances.

In February 2024, after conducting a thoughtful review and considering shareholder feedback as described above, the Committee determined the key elements of our 2024 executive compensation program. Based on the high level of shareholder support for our core compensation program, the Committee determined that no changes to the structure of the compensation program were necessary in 2024 compared to 2023.

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.

CEO Pay for Performance Alignment