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UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, DC 20549

 

SCHEDULE 14A

 

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

(Amendment No.     )

 

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

 

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

 

EQUIFAX INC.

 

 

(Name of Registrant as Specified in Its Charter)

 

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

 

Payment of Filing Fee (Check all boxes that apply):
No fee required.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
 

 

Innovating with
artificial intelligence
to help move
people forward

 

 

 

Notice of 2024 Annual Meeting and Proxy Statement

 

 

2023 was an energizing year for the New Equifax. As we move closer to completing the Equifax Cloud™ we are pivoting from building to leveraging our new Cloud capabilities, single data fabric, differentiated data, and EFX.AI Artificial Intelligence (AI) capabilities to deliver new solutions for customers and consumers in each of the 24 markets we serve. As we mark our 125-year anniversary in 2024, we are celebrating a culture of continuous innovation as the New Equifax that drives top and bottom line growth and delivers strong financial results for our shareholders.

 

 

Equifax achieved record 2023 annual revenue of $5.265 billion,

up 4% in constant currency over 2022, during one of the most challenging U.S. mortgage markets in the last 20 years with U.S. mortgage inquiries down 34% and impacting Equifax revenue by about $500 million. The power and breadth of the Equifax business model, as well as our performance and execution against our EFX2025 strategic priorities, is reflected in our strong 7% organic constant currency non-mortgage growth in 2023. We exited 2023 with fourth quarter revenue growth of 11% and non-mortgage local currency revenue growth of 14%. We delivered these strong results while executing on our Cloud customer migrations and overall cost reduction plans, ending the year with about 70% of revenue in the new Equifax Cloud.

 

In 2023, Equifax harnessed the power of the Equifax Cloud to deliver record levels of innovation and new products leveraging our new Cloud capabilities. We delivered more than 100 New Product Innovations (NPIs) for the fourth consecutive year with a record Vitality Index (defined as revenue from new products introduced in the last three years) of 14%, well above our 10% long term Vitality target for new products, while accelerating the development of advanced models leveraging our market-leading EFX.AI capabilities. In 2023, 70% of our new models were built using AI and Machine Learning (ML) tools, up from 60% in 2022. And, we continued to invest in strategic, bolt-on acquisitions – completing the purchases of Boa Vista Serviços, the second largest credit bureau in Brazil, and Profile Credit, the leading provider of credit information for the Canadian agri-food industry – bringing our total to 14 acquisitions valued at nearly $4 billion since 2021.

 

 

Equifax Inc.     |      2024 Proxy Statement 1
 

Our 2023 Highlights

 

 

Equifax Inc.     |      2024 Proxy Statement 2
 

Driving AI Innovation with the Equifax Cloud

 

Equifax has driven AI innovation for nearly a decade – beginning with our introduction of the first Machine Learning (ML) credit scoring system with the ability to generate logical and actionable reason codes for the consumer. Our custom-built Equifax Cloud and advanced data fabric enable us to maximize EFX.AI. Differentiated data and patented AI techniques are infused into solutions that give customers the deeper insights they need to move people forward, faster.

 

Our more than 1,000 analytics professionals around the world anticipate the evolving challenges that our customers and consumers face – driving AI innovation not just for today, but for the future.

 

Unique data at scale is at the heart of EFX.AI and we invest millions annually into proprietary, non-public data assets that ‘Only Equifax’ can provide. Central to the Equifax Cloud is our new custom data fabric – an adaptable structure that unifies our deep, accurate and high-quality data (from over 100 siloed data sources) while also enabling us to manage that data in keeping with strict regulatory requirements. Data fabric offers the ability to ingest and analyze our non-public data at scale, and enhances the keying and linking of our data assets for delivery of multi-data solutions.

 

We are energized by the capabilities that AI brings to strengthen our business and accelerate the value of our proprietary data through richer data combinations, and our AI investments are driving results. In 2023, 70% of our new models around the globe – including the innovative Equifax OneScore for Consumer and OneScore for Commercial U.S. credit scoring models – were built using AI and ML tools, up from 60% in 2022, with a goal of over 80% in 2024.

 

Responsibility is built into EFX.AI. Our infrastructure is tailored to highly regulated, non-public data to deliver explainable scores, models, and products, and our Equifax AI requirements are aligned to the National Institute of Standards and Technology (NIST) AI Risk Management Framework. Whether it is for innovation, internal development, or operational improvements, Equifax uses AI Systems in a transparent, trustworthy, fair, explainable, and secure manner, to provide benefits to consumers and customers.

 

 

As of March 2024, Equifax has more than 90 approved patents supporting our approach to AI, with more than 130 patents pending.

 

 

Equifax Inc.     |      2024 Proxy Statement 3
 

Consumer Impact:

Helping People Live Their Financial Best

 

Equifax strives to support economically healthy individuals and financially inclusive communities in each of the 24 countries where we do business. Our company Purpose is to help people live their financial best and we are harnessing the power of our proprietary data assets, AI capabilities, and advanced data science to meet that objective.

 

Our 2023 research shows that 76 million Americans have little-to-no credit history. 61 million people have “thin” files of four accounts or fewer and 16 million are “credit invisible” with no documented credit history.

 

 

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 has the potential to help responsibly expand consumer access to credit and support a more inclusive economy. Unique alternative data and analytics from Equifax – including information such as verified income, telecommunications and utility payment history, and cash flow insights – that may not be included in traditional credit reports – makes a difference for millions of people worldwide. Leveraging this alternative data could shift 8.4 million more U.S. consumers into scorable credit bands.

 

Our studies also show that incremental populations become scorable with each use of alternative data and AI. Ultimately, EFX.AI allows us to build insights from significantly greater amounts of our trusted, proprietary, non-public data – helping lenders, service providers, and government agencies to make more holistic decisions and open financial opportunities to otherwise underserved populations.

 

 

Equifax Inc.     |      2024 Proxy Statement 4
 

Our impact doesn’t stop there. We understand that government benefits can be a lifeline to people and families in need. Whether it’s helping bridge a gap after losing a job, supporting vulnerable populations, stimulating local economies, or broadly providing a social safety net – it’s critical to connect people with the resources they need as quickly and easily as possible.

 

Working in collaboration with Equifax, U.S. federal and state social service agencies use The Work Number to help people in need secure access to healthcare, food, housing, and financial assistance. In 2023, The Work Number provided social service verifications for 25 million people seeking benefits – a 19% increase from 2022. Some of these programs include Medicaid, SNAP, Temporary Assistance for Needy Families (TANF), Housing Choice Vouchers, Supplemental Security Income (SSI), and more.

 

 

Equifax plays an important role in the financial lives of consumers and we take that responsibility seriously. Our company Purpose – to help people live their financial best – drives our business actions.

 

Equifax Inc.     |      2024 Proxy Statement 5
 

 

EFX2025:

Delivering Against Our Strategic Priorities

 

 

Accelerate Innovation and New Products

In 2023, we leveraged the Equifax Cloud to accelerate New Product Innovation, marking our fourth consecutive year with over 100 new products developed, and increasing our revenue from new products by about 9% from 2022. During the year, about 84% of new product revenue came from non-mortgage products leveraging the Equifax Cloud.

 

 

We also made tremendous progress building advanced models leveraging AI. In 2023, 70% of our new models were built using AI and ML tools, up from 60% in 2022. This includes OneScore for Consumer and OneScore for Commercial, new USIS credit scoring models that combine alternative data insights ‘Only Equifax’ can deliver with the power of the Equifax Cloud and AI capabilities to provide U.S. lenders and service providers with a more comprehensive financial picture of credit seeking consumers and small business applicants.

 

OneScore for Consumer and OneScore for Commercial are two of the 15 New Product Innovations introduced by the USIS business unit in 2023. Other launches included the introduction of the industry’s first expanded Mortgage Credit Report making telco, pay TV, and utilities attributes available to the U.S. mortgage industry to provide a fuller picture of consumers’ financial profiles. Not only do these new differentiated insights help automate, save time and resources, and streamline the first mortgage process for every applicant, but they also help create greater homeownership opportunities for more consumers.

 

Workforce Solutions continues to lead Equifax in New Product Innovation – with solutions like our All Employers Within 36 Months™ offering that includes trended income data on consumers for mortgage applications, and the Smart Screen™ portfolio of consumer reports. Leveraging the Equifax Cloud and the TotalVerify™ data hub, Smart Screen accelerates the delivery of criminal background checks when required by background screeners, employers, and government agencies as part of their established hiring and background screening processes. Additional new offerings like the PeopleHQ™ portal and I-9 Anywhere® virtual capabilities make it easier for employers to streamline management of their HR processes and enhance new hire experiences.

 

Across the globe, each region of our International business unit outperformed its 2022 results, delivering a total of 77 NPIs in 2023. The Equifax Cloud enables us to quickly extend the impact of our International Solutions by taking successful products from one market and easily introducing them into additional markets while maintaining local data and regulatory requirements. Leveraging the power of the Equifax Cloud, our Kount Identity and Fraud solutions are now available in 47 countries – twice as many locations as the previous year.

 

 

Equifax Inc.     |      2024 Proxy Statement 6
 

 

 

Leverage Equifax Cloud Capabilities

In February 2024, our Chief Information Security Officer Jamil Farshchi expanded his leadership role to become our Chief Technology Officer. Jamil will oversee our work to finalize the Equifax Cloud transformation while maintaining a clear and independent focus on our Technology and Security Leadership.

 

The Equifax Cloud is a top-tier global technology and security infrastructure that continues to set Equifax apart in the industry. With our Cloud transformation we have created an agile new foundation for the enterprise to develop solutions that are faster, more reliable, more powerful, and more secure than ever before.

 

More than 40,000 customers have migrated to the Equifax Cloud, and as we near the finish line of our over $1.5 billion security, data, and technology transformation, we are confident that the Equifax Cloud will be central to our differentiation and our competitive advantage for years to come.

 

We ended 2023 with approximately 70% of Equifax revenue in the Cloud. Our USIS and North American Cloud transformations continue to progress towards our goal of being principally completed in the first half of 2024, and in 2023, Argentina became the first country to have its products and customers fully migrated to the Equifax Cloud. We are on track to reach our goal of having 90% of our revenue in the Equifax Cloud by the end of 2024, with the vast majority of new models and scores being built using EFX.AI.

 

The Equifax Cloud is also an important part of our commitment to net-zero greenhouse gas emissions by 2040. In 2023, the Equifax greenhouse gas emissions targets were validated by the Science Based Targets initiative (SBTi). SBTi is a global body enabling businesses to set ambitious emissions reduction targets. Under its target ambitions, we have committed to reduce absolute scope 1 and 2 greenhouse gas emissions 54.6% by 2032, from a 2019 base year. SBTi has determined that the global operational footprint target ambitions set by Equifax are in line with the Paris Agreement 1.5 degrees Celsius goal, currently the most ambitious designation available through the SBTi process.

 

 

Data centers, in 2023, made up approximately 39% of the company’s total scope 1 and 2 emissions, net of renewable energy. As a part of our Equifax Cloud transformation we have decommissioned 29 data centers to date, including 7 in 2023 and 3 in the first quarter of 2024.

 

Expand Differentiated Data Assets

Differentiated data and analytics that ‘Only Equifax’ can provide continue to be at the heart of our business. We began our Equifax Cloud transformation process to redefine how Equifax data is ingested, governed, provisioned and produced – uniting our proprietary data sources through our custom data fabric while managing that data in keeping with strict regulatory requirements.

 

We also understand that the successful use of AI requires deep, accurate and high-quality data. With the Equifax Cloud, we are expanding the depth and accuracy of our data and helping our customers innovate faster to create more effective insights into the people and communities they serve.

 

In 2023, our differentiated, non-public data included:

 The Work Number Database – 168 million active employment records and 657 million total employment records for verifications of employment and income from 3 million different U.S. employers.

 Core Credit – more than 1.6 billion tradelines with information on more than 245 million consumers.

•  Relationship with NCTUE – operation and management of the NCTUE database that includes 190 million telecommunications, pay TV, internet, home security and utility payment records.

 Insights – 189 million incarceration records from over 2,200 facilities across the United States.

 

Equifax Inc.     |      2024 Proxy Statement 7
 

 Partnership with National Student Clearinghouse – access to enrollment and degree verifications for over 97% of all students in public and private U.S. colleges and universities.

 DataX and Teletrack – access to 80 million unbanked, underbanked and credit rebuilding consumers – enabling greater access to credit.

 IXI – wealth information with $24 trillion in anonymized assets and investments.

 Digital Solutions – aggregated data from more than 60 billion consumer interactions.

 

 

 Partnerships for cash flow data – information on balances, deposits and withdrawals from more than 7,700 participating U.S. financial institutions – allowing access to visibility of 95% of U.S. checking accounts.

 Commercial Financial Network powered with acquisitions of PayNet and Ansonia – 224 million commercial tradelines across 178 million businesses.

 

In 2023, we continued to expand pension income data as part of instant verifications through The Work Number database. Inclusion of this data helps more people obtain streamlined access to decisions for social service benefits and financial services. Additionally in 2023, we signed agreements with 17 payroll processors. For example, our new integration between The Work Number and Payroll Relief software from IRIS Software Group is making automated employment and income verifications available to up to one million additional employees of U.S. small and medium sized businesses. Small businesses account for more than 46 percent of U.S. private sector employees. This partnership helps improve access for consumers that are employees of small and medium sized businesses when applying for services such as a home mortgage, auto loan, or social service benefits.

 

Put Customers and Consumers First

 

Our most important job is to put Customers and Consumers first. Our company Purpose of helping people live their financial best and our commitment to being consumer friendly at every touchpoint guides our business actions.

 

We are always working to make our credit reports as accurate and reliable as possible. When it comes to credit report accuracy, we believe that even one error is one too many. 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 in September 2023. Between September 2023 and February 2024, our average monthly credit report accuracy metric was 99.81%. This metric is determined by calculating the number of tradelines, collections, and bankruptcy disputes within the month that resulted in a change to a U.S. consumer credit report (regardless of whether that change had any impact on a consumer’s credit score).

•  We are continuously monitoring and enhancing our processes to improve data quality in consumer credit files and making it easier for consumers to access their Equifax credit report and correct any potential errors quickly.

•  We also are working with our data furnishers to enhance the accuracy of information reported to us.

•  And, as part of our over $1.5 billion investment in the Equifax Cloud, we are developing new programs that will allow us to identify potential accuracy issues and correct them quickly before a consumer disputes information on their credit report.

 

We believe that helping people live their financial best starts with helping consumers increase their financial capability. We are committed to providing broader credit education, helping people understand both their personal finances and the credit system as well as the role we play in helping to provide access to mainstream, sustainable financial products.

•  The experience of our more than 20 million myEquifax™ users and 7 million Core Credit™ subscribers continues to evolve in the U.S. to include access to new offers and services.

•  We reviewed and revised all written U.S. consumer communications – information sent from Equifax by email or the U.S. Postal Service outside of the dispute process – to ensure that they are easy for consumers to understand. Updated communications will begin in the second half of 2024.

•  Building on our commitment to education, we supplemented our robust online consumer Knowledge Center with the launch of a new consumer credit video education series, “Equifax Learn”, on YouTube to help explain U.S. credit scores, credit reports, and answer consumers’ most asked questions.

•  And, our USIS team, along with The Credit Builders Alliance (CBA) and The Annie E. Casey Foundation, introduced a national credit education toolkit to help young adults in the U.S. build credit capability at an early age.

 

Equifax Inc.     |      2024 Proxy Statement 8
 

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.

 

Equifax Inc.     |      2024 Proxy Statement 9
 

 

Continue Leadership in Security

 

We continue to deliver on our commitment to being an industry leader in security, building one of the world’s most advanced and effective cybersecurity programs. As our Security Annual Report reflects, our maturity level has outperformed all major industry benchmarks for the last four years, exceeding Technology and Financial Services companies analyzed.

 

 

As part of our commitment to delivering solutions that benefit the security community, customers and consumers, we became one of the few public companies to make our security and privacy controls framework freely available. Security and privacy controls frameworks give security and privacy teams at organizations of all sizes the tools to design, build and maintain secure processes. Since the framework’s release, it has been accessed by more than 7,000 users in more than 95 countries from Fortune 500 companies to tech startups and small non-profit organizations.

 

 

In Costa Rica, our second largest Equifax site worldwide, we are partnering with the government to improve cybersecurity practices across the country for both citizens and municipal employees. Through our partnership, we are offering free nationwide virtual training courses on best practices for everyday digital security. Security is in our DNA, and we are sharing our security resources for the benefit of the communities where we live and work.

 

We are proud of the work that we do in helping organizations around the world become more secure and continue to actively engage with customers, policymakers, and other organizations regarding the challenges and opportunities in cybersecurity. Jamil Farshchi continues to serve as a Strategic Engagement Advisor to the Federal Bureau of Investigation (FBI), and he co-chaired the Bipartisan Policy Center Report on the Top Cybersecurity Risks in 2023.

 

The maturity of our cybersecurity program improved in 2023, outperforming all major industry benchmarks for a fourth consecutive year.

 

Equifax Inc.     |      2024 Proxy Statement 10
 

 

Act as One Team, One Equifax

 

Our nearly 15,000 team members around the world are our greatest asset. We welcomed approximately 1,000 new employees from our 2 acquisitions in 2023, and another approximately 1,000 employees with our new Equifax Product Engineering Centers in Pune and Trivandrum, India.

 

We are committed to nurturing a culture where everyone feels welcomed, valued and respected.

 

Cross-functional collaboration and innovation, working as One Equifax, is core to our success. We are committed to nurturing a culture where everyone feels welcomed, valued and respected. Within our senior leadership team, more than half identify as female or as having a diverse racial or ethnic background, and 44% of the Equifax global workforce identify as female.

 

An important part of supporting our people is supporting the areas where they live and work. The Equifax Foundation made charitable grants to organizations in Atlanta and St. Louis – including On The Rise Financial Center, Westside Future Fund, Prosperity Connection, and Credit Builders Alliance to help low-to-moderate income communities achieve the credit strength needed to live their financial best. In 2023, the Equifax Foundation put our purpose into action by making $1.465 million in direct charitable grants to our Community partners. Additionally, through our

 

Equifax Gives program, we matched $1.1 million in employee charitable donations in 2023 for more than $3.5 million in total community impact.

 

Employee volunteer hours doubled in 2023. And, in the second half of the year, we kicked off a new program, BEST Credit Training, which trains U.S. based employees to deliver financial literacy content in their communities. In only six months of this program, we hosted four events with more than 370 community members served, and we are looking forward to growing this program across our U.S. locations and internationally in 2024.

 

 

Equifax also supported internal career development, continuing to make a number of internal and external training opportunities available to our teams worldwide, with our global employees completing more than 140,000 hours of training and professional development. We also showed that we are a place where our employees can grow and develop their careers with almost 50% of open roles filled internally in 2023 – compared to 38% in 2022.

 

 

Equifax Inc.     |      2024 Proxy Statement 11
 

 

EFX2026

 

While we take this time to reflect on our accomplishments,

we are also looking to the future of the New Equifax with our EFX2026 strategic priorities – which include the addition of driving AI innovation to the future of our business as a pillar of our long-term growth strategy.

 

In today’s always-on world, speed is a competitive advantage. We use AI and the power of the Equifax Cloud to reduce friction, identify opportunities, and solve problems faster, turning what were once months-long projects into days or weeks-long resolutions. We are convinced that the Equifax Cloud, differentiated data assets in our new single data fabric, our AI capabilities, and our market leading businesses will deliver higher growth, expanded margins and free cash flow in the future.

 

In 2024, we expect to deliver 9% revenue growth as well as Adjusted EBITDA margin expansion of 110 basis points from revenue growth and our Cloud cost savings plans, despite our assumption that the U.S. mortgage market as measured by credit inquiries will stay at current levels throughout 2024, resulting in about an additional 15% decline in the U.S. mortgage market credit inquiries in 2024 versus 2023. As we look beyond the bottoming of the U.S. mortgage market, in the future as the U.S. mortgage market returns to normal 2015-2019 average levels, this would provide a tailwind to Equifax mortgage revenue of about $1.1 billion, that would deliver EBITDA of about $700 million and Adjusted EPS of over $4/share.*

 

*At 2024 pricing, penetration and cost levels

 

 

Equifax Inc.     |      2024 Proxy Statement 12
 

 

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

 

 

 

 

 

Equifax Inc.     |      2024 Proxy Statement 13
 

 

Notice of 2024 Annual Meeting of Shareholders

Date and Time

May 2, 2024
8:00 a.m., Central Time

 

Meeting Location

The Ritz-Carlton, St. Louis
100 Carondelet Plaza
St. Louis, Missouri 63105

 

Record date

March 1, 2024

 

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

 

Via the internet

Visit the website listed on your proxy card

 

By telephone

Call the telephone number on your proxy card

 

By mail

Sign, date and return your proxy card in the enclosed envelope

 

Attend the meeting

Attend the meeting in person or virtually and cast your vote

Agenda
1 Elect the nine director nominees named in the accompanying Proxy Statement.
2 Hold a non-binding, advisory vote on the compensation paid to the Company’s named executive officers (commonly referred to as “say-on-pay”).
3 Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024.
4 Consider other business properly brought before the meeting or any adjournment or postponement thereof.

 

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

 

Shareholders are cordially invited to participate in the Annual Meeting by attending in person or attending virtually via our live meeting webcast. See page 109 of the Proxy Statement for more information on how to attend, participate in and vote at the Annual Meeting.

 

YOUR VOTE IS VERY IMPORTANT. PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. Most shareholders have a choice of voting over the internet, by telephone or by using a traditional proxy card. Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.

 

Proxy materials were first made available to shareholders beginning on March 22, 2024.

 

By order of the Board of Directors,

 

 

Lisa M. Stockard

Assistant Secretary

March 22, 2024

 

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 2, 2024. The Notice, Proxy Statement and Annual Report are available at www.proxyvote.com.

 

Election to receive electronic delivery of future annual meeting materials.

 

You can expedite delivery and avoid costly mailings by confirming in advance your preference for electronic delivery. For further information on how to take advantage of this cost-saving service, please see page 113 of the Proxy Statement.


Equifax Inc.     |      2024 Proxy Statement 14
 

Table of
Contents

 

Proxy Summary 16
Equifax 2024 Annual Meeting Information 16
Our Company 18
Board Refreshment and Composition 20
Shareholder Engagement 20
Our Director Nominees 21
Compensation Program Highlights 22
Corporate Governance Highlights 23
   
  Proposal 1      Election of Director Nominees 24
Our Director Nominees 24
Process for Identifying Director Nominees 30
Board Leadership & Corporate Governance 31
Corporate Governance Overview 31
Shareholder Engagement Program 32
Board Leadership Structure 34
Annual Self-Evaluations 35
Board Self-Evaluation Process for 2023-2024 35
Committees of the Board of Directors 36
Director Independence 38
Board Refreshment and Succession Planning 38
Director Orientation and Continuing Education 39
Management Succession Planning and Talent Development Process 39
Responsible Business at Equifax 40
Human Capital Management 42
Board Oversight of Risk 44
How We Manage Risk 45
Related Person Transaction Policy 46
Certain Relationships and Related Person Transactions of Directors, Executive Officers and 5 Percent Shareholders 46
   
  Proposal 2      Advisory Vote to Approve Named Executive Officer Compensation 47
Summary 47
Board Recommendation 48
Executive Compensation 49
Compensation Discussion and Analysis 49
CEO Pay for Performance Alignment 70
Compensation Committee Interlocks and Insider Participation 76
Summary Compensation Table 77
2023 Grants of Plan-Based Awards 79
Outstanding Equity Awards at 2023 Fiscal Year-End 81
Option Exercises and Stock Vested in Fiscal Year 2023 84
Retirement Plans 84
Pension Benefits at 2023 Fiscal Year-End 84
Non-Qualified Deferred Compensation 86
Potential Payments Upon Termination or Change In Control 88
CEO Pay Ratio 95
Pay Versus Performance 96
Equity Compensation Plan Information 100
Compensation Committee Report 100
Director Compensation 101
Director Fees 101
Equity Awards 102
Stock Ownership Requirement 102
Equifax 2005 Director Deferred Compensation Plan 102
Director and Executive Stock Deferral Plan 102
Equifax Inc. Board of Directors Deferred Compensation Plan (2022) 103
Security Ownership of Management and Certain Beneficial Owners 104
Securities Owned by Certain Beneficial Owners 104
Securities Owned by Directors and Management 105
Audit Committee Report 106
   
  Proposal 3      Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for 2024 107
Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services Performed by the Independent Registered Public Accounting Firm 108
Questions and Answers about the Annual Meeting 109
Annex A Reconciliation of Non-GAAP Financial Measures 115
Annex B Forward-Looking Statements 120

 

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Proxy Summary

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

 

Equifax 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.

 


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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”).

 

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Our Company

 

Overview

 

Equifax Inc. is a global data, analytics and technology company. We provide information solutions for businesses, governments and consumers, and we provide human resources business process automation and outsourcing services for employers. 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

 

$5.3B   $6.71   $1.7B   $191.8M   +69%
Revenue,
an increase of 3%
from 2022
  Adjusted EPS*,
down from $7.56 in
2022
  Adjusted EBITDA*,
consistent with 2022
  Dividends paid to
shareholders,
consistent with
2022 levels
  5-year Total
Shareholder Return
Relative to S&P 500

 

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

 

Strategy

 

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

 

 

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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 Purpose

Our purpose is helping people live their financial best.

 

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

 

 

Our Values
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

 

 

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Board Refreshment and Composition

 

 

Shareholder Engagement

 

Since our 2023
Annual Meeting

 

We contacted
investors representing
83%
of our shares

 

We met with
investors representing
70%
of our shares

 

Directors met with
investors representing
53%
of our shares

 

•  Following our 2023 Annual Meeting, members of management, together with our Independent Chairman or our Compensation Committee Chair for certain conversations, conducted an extensive shareholder outreach program and met with investors holding approximately 70% of our outstanding shares

 

•  During these one-on-one meetings, we discussed our executive compensation program, our responsible business initiatives that align with our strategic business priorities and other governance-related topics (see pages 32-33 for an overview of our shareholder engagement program)

 

•  In particular, investors provided constructive feedback regarding our executive compensation program in view of the 2023 Say-on-Pay vote; we sought to implement appropriate responses to this feedback (see pages 52-53 for a discussion of our shareholder engagement in the context of our compensation program)

 

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

 

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Our Director Nominees

 

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

 

 

 

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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:

 

Our Board took action to respond to shareholder feedback following the 2023 Say-on-Pay vote
(see pages 52-53)
 

•  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 has 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 have 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.

Our compensation program delivers payouts that align with performance
(see pages 51-57)
 

•  In designing the 2023 compensation program, the Compensation Committee noted that our shareholders generally expressed strong support for the structure and design of our core 2022 compensation program, including the use of performance-based equity award structures to drive alignment of the interests of our executives and shareholders.

•  As a result of this feedback, the Committee determined not to make any changes to our core compensation program for 2023.

•  In designing 2023 compensation structures and target pay levels, the Committee sought to ensure that the compensation program reflected our strategic priorities – including our responsible business priorities – while also ensuring that we could attract and retain talented employees in order to create value for shareholders and provide appropriate incentives for executives managing those efforts.

Our 2023 compensation program aligns with strategic initiatives and shareholder feedback
(see pages 51-55 and 70-72)
 

•  Our 2023 compensation program 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.

•  80% of the long-term incentives granted to our CEO (and 75% of the long-term incentives granted to our other NEOs) in 2023 are performance-based and “at-risk”, meaning awards can result in no payout if threshold goals are not met or stock option exercise price is not exceeded.

•  As further demonstrated under “CEO Pay for Performance Alignment” on pages 70-72, our incentive plans have operated as designed to align CEO pay with our financial performance, stock price performance and relative TSR positioning.

 

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

 

 

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Corporate Governance Highlights

 

  Independent Board   •  8 of our 9 director nominees are independent  
  Board Refreshment  

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

•  Since 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

 
  Board Diversity   •  33% of our director nominees identify as female and 11% of our director nominees identify as racially or ethnically diverse  
  Independent Board Chairman   •  We have separated the roles of CEO and Chairman  
  Annual Board Leadership Evaluation and Succession Planning  

•  The Board annually reviews our leadership structure to determine whether a combined Chairman and CEO role or separate roles is in the best interests of shareholders

  The Board annually evaluates the CEO’s performance and conducts a rigorous review and assessment of the succession planning process for the CEO and other top officers

 
  Limits on Outside Board Service  

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

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

 
  Director and Executive Stock Ownership  

•  Each independent director is required to own Equifax common stock with a market value of at least 5x his/her annual cash retainer

•  Our CEO and our other senior executive officers are required to own Equifax common stock with a market value of at least 6x and 3x base salary, respectively

 
  Rigorous Trading Policy and Protocols  

•  Our insider trading policy prohibits our CEO and other senior executives from purchasing or selling Equifax securities except pursuant to an approved Rule 10b5-1 trading plan

•  Our trading policy and security incident escalation procedures are designed to ensure that those with decision-making authority on trading restrictions and approvals have notice of any potential security incident

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

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

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

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

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

 
  Board Oversight of Political Contributions and Lobbying Activities  

•  Our Governance Committee has oversight authority regarding Company political activity (including corporate political expenditures) pursuant to our political engagement policy

•  Our political engagement policy prohibits using corporate funds to make political contributions

 
  Annual Self-Evaluation  

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

•  The Board periodically engages a third party consultant to facilitate its annual Board and committee self-evaluation process

 
  Director Orientation and Continuing Education  

•  Upon joining our Board, directors participate in an orientation program regarding our Company, including business operations, strategy, regulatory compliance, cybersecurity and governance

•  The Board also conducts periodic visits to our key facilities and Board members annually review management’s crisis management planning

 

 

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PROPOSAL

1

Election of
Director Nominees

     

All members of our Board are elected to serve until the next annual meeting of shareholders and until their successors have been elected and qualified. The 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

 

Mark W. Begor

 

Chief Executive
Officer

 

Director since 2018

 

Age 65

 

Other Public Directorships

NCR Atleos Corporation

       

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

 

Overview of Board Qualifications

 

The Board believes that it is important to have the Company’s Chief Executive Officer also serve as a director. The Board believes Mr. Begor is a proven leader whose strategic vision and unparalleled knowledge of our business make him uniquely qualified to lead the Company and serve as a director during the final stage of our technology transformation and into our next chapter of leveraging our new Equifax Cloud capabilities, single data fabric, differentiated data and artificial intelligence capabilities to deliver new products that drive growth and long-term shareholder value creation.

 

 

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Mark L. Feidler

 

Independent Chairman
of the Board

 

Director since 2007

 

Age 67

 

INDEPENDENT

 

Committees:

Compensation
Governance (Chair)

 

Other Public Directorships

New York Life
Insurance Company

       

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

 

Overview of Board Qualifications

 

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

 

 

Audrey Boone Tillman

 

Director since 2021

 

Age 59

 

INDEPENDENT

 

Committees:

Governance
Technology

       

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

 

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

 

Overview of Board Qualifications

 

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

 

 

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John A. McKinley

 

Director since 2008

 

Age 66

 

INDEPENDENT

 

Committees:

Audit
Technology (Chair)

       

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

 

Overview of Board Qualifications

 

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

 

 

Karen L. Fichuk

 

Director since 2023

 

Age 58

 

INDEPENDENT

 

Committees:

Audit

       

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

 

Ms. Fichuk is an advisor and investor in startup technology and AI companies. Ms. Fichuk also has significant nonprofit experience, including serving as a trustee for the United States Council for International Business and sitting on the Global Leadership Council of the Colorado State University College of Business.

 

Overview of Board Qualifications

 

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

 

 

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Melissa D. Smith

 

Director since 2020

 

Age 55

 

INDEPENDENT

 

Committees:

Compensation
Governance

 

Other Public Directorships

WEX Inc.

       

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

 

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

 

Overview of Board Qualifications

 

The Board believes Ms. Smith’s strategic vision and broad-based executive leadership experience in the financial technology solutions industry benefit Equifax as we develop and execute on our long-term strategic business priorities. The Board also values Ms. Smith’s experience in driving business growth, as evidenced by the fact that WEX’s annual revenue has increased from $800 million to $2.55 billion during her tenure as CEO. The Board views this experience as particularly valuable as Equifax leverages its cloud investments to drive innovation and accelerate growth.

 

 

Robert D. Marcus

 

Director since 2013

 

Age 58

 

INDEPENDENT

 

Committees:

Compensation (Chair)
Governance

       

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

 

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

 

Overview of Board Qualifications

 

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

 

 

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Scott A. McGregor

 

Director since 2017

 

Age 67

 

INDEPENDENT

 

Committees:

Audit
Technology

 

Other Public Directorships

Applied Materials, Inc.

       

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

 

Overview of Board Qualifications

 

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

 

 

G. Thomas Hough

 

Director since 2016

 

Age 69

 

INDEPENDENT

 

Committees:

Audit (Chair)
Compensation

 

Other Public Directorships

Federated Hermes
Fund Family
Haverty Furniture
Companies, Inc.

       

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

 

Overview of Board Qualifications

 

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

 

 

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Board 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                  

 

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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.

 

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Board Leadership & Corporate Governance

 

Corporate Governance Overview

 

Our Board of Directors and management team are committed to achieving and maintaining high standards of corporate governance, ethics and integrity. We conduct our business in a manner that is socially responsible, values-based and in compliance with the law. We periodically review our governance policies and practices against evolving standards and make changes as appropriate. We also value the perspectives of our shareholders and other stakeholders, including our employees and the communities in which we operate.

 

The following sections summarize our corporate governance policies and practices including our Board leadership structure, our criteria for director selection and the responsibilities and activities of our Board and its committees. Our corporate governance documents, including our Corporate Governance Guidelines (“Governance Guidelines”), our Board committee charters and our Code of Ethics and Business Conduct applicable to directors, officers and employees, are available at www.equifax.com/about-equifax/corporate-governance, or in print upon request to Equifax Inc., Attn: Office of Corporate Secretary, P.O. Box 4081, Atlanta, Georgia 30302, telephone (404) 885-8000. The Code of Ethics and Business Conduct provides our policies and expectations on a number of topics, including our commitment to good citizenship, providing transparency in our public disclosures, prohibiting insider trading, avoiding conflicts of interest, honoring the confidentiality of sensitive information, preservation and use of Company assets, compliance with all laws and operating with integrity.

 

See “Corporate Governance Highlights” on page 23 for a summary of our key governance practices.

 

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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.

 

 

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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/)

 

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Board Leadership Structure

 

The Board annually reviews its leadership structure and our governance documents provide the Board with the flexibility to select the appropriate leadership structure for us at any given time. In 2017, the Board decided to adjust its leadership structure to separate the roles of Chairman and CEO. Mark Feidler, who had previously served as a leader for the independent directors in his role as Presiding Director, was elected to the role of Independent Chairman. In selecting Mr. Feidler to serve as Independent Chairman, the then-serving independent directors considered, among other things, his effective leadership when serving in the role of Presiding Director and his ability to commit sufficient time to the additional workload and increased meeting attendance as important qualifications.

 

The Board has determined that having separate Chairman and CEO roles is in the best interest of the Company and its shareholders at this time. This structure provides for direct independent oversight of management and clearly delineates the role of the Board as a source of insight and oversight for management. The Board believes this leadership structure, which also includes a majority independent Board and fully independent Board committees, best serves the objectives of the Board’s independent oversight of the Company’s business and affairs at this time.

 

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

 

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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

 

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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

 

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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

 

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Director Independence

 

Our Governance Guidelines provide that a substantial majority of our Board should be independent. Our Guidelines for Determining the Independence of Directors, which is an appendix to our Governance Guidelines and may be accessed on our website at www.equifax.com/about-equifax/corporate-governance, meet or exceed the requirements of SEC rules and regulations and the NYSE listing standards.

 

The Board has affirmatively determined that all director nominees (other than our CEO, Mr. Begor) are independent under the applicable NYSE listing standards, SEC rules and our Guidelines for Determining the Independence of Directors. In making these determinations, the Board considered the types and amounts of the commercial dealings between the Company and the companies and organizations with which the directors are affiliated. The Board views the independence analysis as an ongoing consideration and will continue to monitor these relationships.

 

Each director is an equal participant in decisions made by the full Board. All of our standing Committees are comprised solely of independent directors.

 

Board Refreshment and Succession Planning

 

Board Refreshment

 

The Governance Committee regularly assesses the requirements of the Board and makes recommendations regarding its size, composition and structure. The Governance Committee is focused on how the experience and skill set of each individual director complements those of fellow directors to create a balanced Board with diverse viewpoints, skills and expertise and reflecting a diversity of experience, gender, race, ethnicity and age. As part of its ongoing strategic review regarding Board refreshment, the Governance Committee seeks to anticipate future needs for expertise in corporate strategy, global business operations, mergers and acquisitions, security, technology and regulatory compliance, while also enhancing the diversity on our Board. Among other things, the Governance Committee considers committee composition and chair rotation as part of its overall succession planning process.

 

The Governance Committee and the Board actively seek new director candidates that can provide valuable guidance as we 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.

 

 

 

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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.

 

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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

 

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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.

 

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Human Capital Management

 

Our People

 

At Equifax, we blend unique data, analytics and technology to create insights that power decisions and enable people to live their financial best. This is brought to life by our nearly 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.

 

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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.

 

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Board Oversight of Risk

 

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

 

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

 

  Board of Directors  

•  Monitors our “tone at the top” and risk culture and oversees principal risks facing the Company

 

•  On an annual basis, the Board reviews an enterprise risk assessment prepared by management that describes the principal risks and monitors the steps management is taking to map and mitigate these risks

 

–  The Board then sets the general level of risk appropriate for the Company through business strategy reviews

 

–  Risks are assessed throughout the business, focusing on (i) financial, operational and strategic risks, and (ii) ethical, legal, privacy, data security (including cybersecurity), data quality, regulatory and other compliance risks

     
 

Audit Committee

 

•  Reviews risks related to financial reporting; discusses material violations, if any, of our ethics, legal, regulatory and other compliance policies

 

•  Considers our annual audit risk assessment which identifies internal control risks and drives the internal and external audit plan for the ensuing year

 

•  Considers the impact of risk on our financial position and the adequacy of our risk-related internal controls

 

•  Discusses with management our risk management policies and procedures

 

•  In coordination with the Technology Committee, oversees risk management with respect to cybersecurity

 

Governance Committee

 

•  Focuses on corporate governance risks, including evaluation of our leadership and risk oversight structure to ensure that it remains the optimal structure for our Company and shareholders

 

•  Oversees our political engagement policy and reviews our political expenditures on an annual basis

 

•  Oversees our strategy with respect to our responsible business priorities

     

Technology Committee

 

•  Reviews our technology investments and infrastructure associated with risk management

 

•  In coordination with the Audit Committee, oversees risk management with respect to cybersecurity

 

Compensation Committee

 

•  Reviews compensation, human resource and management succession risks, as summarized under “Management of Compensation-Related Risk” on page 75

     

 

Audit and Technology Committees Coordinate on Cybersecurity Risk Oversight

 

As described above, the Audit Committee and Technology Committee coordinate on risk management oversight with respect to cybersecurity, including through quarterly joint committee meetings that cover the following topics:

 

•  Regular reports from the internal audit department regarding the security and technology portions of the internal audit plan

 

•  Regular reports from our Chief Information Security Officer and Chief Technology Officer regarding the cybersecurity control environment, including remediation updates, compensating controls analyses and other recurring items

 

•  Regular reports from our Chief Privacy and Compliance Officer regarding our global privacy, risk management and compliance programs, including compliance matters related to cybersecurity

 

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How We Manage Risk

 

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

 

•  Compliance •  Financial •  Reputational
•  Cybersecurity •  Legal •  Strategic
•  Data and Privacy •  Operational •  Technology

 

In addition to the categories set forth above, we have a process under our ERM program for identifying other risks that could adversely affect our business, including risks related to 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.

 

LINES OF DEFENSE
1
OPERATIONAL
  2
RISK &
COMPLIANCE
  3
INTERNAL
AUDIT DEPARTMENT
The first line of defense, the operational line, is the business unit or corporate support unit, such as IT, data security, finance and human resources. Business unit and corporate support unit leaders are directly responsible for managing risks and controls in their operations.   The second line of defense provides risk and regulatory compliance oversight, and is primarily comprised of the Enterprise Risk Management and Compliance organizations within Equifax. These functions have a direct reporting channel to the Board and are responsible for establishing frameworks, policies and standards, performing independent risk-based monitoring and testing, and independently identifying and assessing material risks, including IT and data security risks.   The third line of defense, the internal audit department, as supplemented by third party support, audits the effectiveness of the oversight of the second line of defense and performs direct audits of the first line of defense. Internal audit is responsible for providing the Audit and Technology Committees and senior management with an independent assessment and assurance regarding the design and effectiveness of the risk management framework.

 

The execution of our ERM program is supervised by our Compliance organization, with each business unit and corporate support unit having primary responsibility for assessing and mitigating risks within its respective areas of responsibility. Our Chief Privacy and Compliance Officer leads the ERM organization and function and meets regularly with the Board, the Audit Committee and the Technology Committee. A Risk Program Governance team develops, enhances, deploys and manages risk program elements.

 

 

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Related Person Transaction Policy

 

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

 

The policy provides that the Audit Committee reviews transactions subject to the policy and decides whether or not to approve those transactions. In doing so, the Audit Committee determines whether the transaction is in the best interests of the Company. In making that determination, the Audit Committee takes into account the following, among other factors it deems appropriate:

 

the extent of the Related Person’s interest in the transaction;
whether the transaction is on terms generally available to an unaffiliated third-party under the same or similar circumstances;
the benefits to the Company;
the availability of other sources for comparable products or services; and
the terms of the transaction.

 

The Governance Committee also determines the impact or potential impact on a director’s independence in the event the Related Person is a director, an immediate family member of a director, or an entity in which a director is a partner, shareholder or executive officer.

 

Certain Relationships and Related Person Transactions of Directors, Executive Officers and 5 Percent Shareholders

 

During 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.

 

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PROPOSAL
2

Advisory Vote to Approve Named Executive Officer Compensation

Summary

 

As we do each year, and as required by Section 14A of the Securities Exchange Act, we are seeking advisory shareholder approval of the compensation of our named executive officers (“NEOs”) as disclosed in the section of this Proxy Statement titled “Executive Compensation” beginning on page 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.

 
         

 

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  Our Compensation Committee conducted a thoughtful review and designed our 2023 compensation program to align with strategic initiatives and shareholder feedback
(see pages 51-55 and 70-72 for details)
 

•  In designing the 2023 compensation program, the Compensation Committee conducted a thoughtful review, considering both the ongoing evolution of our business strategy and feedback from our shareholders.

–  During its deliberations, the Committee noted that our shareholders generally expressed strong support for the structure and design of our core 2022 compensation program, including the use of performance-based equity award structures to drive alignment of the interests of our executives and shareholders.

–  As a result of this feedback, the Committee determined not to make any changes to our core compensation program.

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

 
  Our performance-based compensation program is designed to deliver payouts that align with performance
(see pages 51-57 for details)
 

•  Our 2023 compensation program 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.

 

•  80% of the long-term incentives granted to our CEO (and 75% of the long-term incentives granted to our other NEOs) in 2023 are performance-based and “at-risk”, meaning awards can result in no payout if threshold goals are not met or stock option exercise price is not exceeded.

 
     
 

Board Recommendation

 

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

 

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

 
     
  The Board recommends a vote “FOR” the approval of the resolution set forth above.  

 

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Executive
Compensation

 

Compensation Discussion and Analysis

 

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

 

Quick Reference

 

  Page
Executive Summary 50
Compensation Program Highlights 54
How We Determine the Total Amount of Compensation 55
Analysis of 2023 Compensation Decisions 57
Actions Taken with Respect to 2024 Compensation 69
CEO Pay for Performance Alignment 70
Other Compensation Program Information 72

 

This CD&A discusses the compensation decisions for the NEOs listed in the Summary Compensation Table on page 77 of this Proxy Statement. The NEOs in 2023 were:

 

NEO Position in 2023 Years in Position
at End of 2023
(rounded)
Mark W. Begor Chief Executive Officer 6
John W. Gamble, Jr. Executive Vice President, Chief Financial Officer and Chief Operations Officer 10
Todd Horvath Executive Vice President, President, U.S. Information Solutions 1
Rodolfo O. Ploder Executive Vice President, President, Workforce Solutions 8
Bryson R. Koehler Former Executive Vice President, Chief Technology, Product and Data & Analytics Officer* 6

 

* Mr. Koehler departed from Equifax on March 1, 2024.

 

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Executive Summary

 

2023 Financial Highlights

 

$5.3B $6.71 $1.7B $191.8M +69%
Revenue,
an increase of 3%
from 2022
Adjusted EPS*,
down from $7.56 in
2022
Adjusted EBITDA*,
consistent with 2022
Dividends paid to
shareholders,
consistent with
2022 levels
5-year Total
Shareholder Return
Relative to S&P 500

 

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

 

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

 

 

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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:

 

 

(1) Corporate Operating Revenue and Corporate Adjusted EPS, as used for the corporate-level financial goals under the AIP, are non-GAAP measures. Corporate Operating Revenue is Operating Revenue adjusted to be stated in constant dollars at our budgeted 2023 foreign exchange rates and further adjusted to exclude certain acquisitions. Corporate Adjusted EPS is Adjusted EPS as shown in Annex A to this Proxy Statement, and then further adjusted to be stated in constant dollars at our budgeted 2023 foreign exchange rates and to exclude certain acquisitions. Because of these adjustments to Operating Revenue and Adjusted EPS, the actual Corporate Operating Revenue and Corporate Adjusted EPS used for incentive management purposes are not the same as Operating Revenue and Adjusted EPS reported under our 2023 Financial Highlights on page 50.
(2) Certain of our NEOs had roles for 2023 for which their AIP outcome was tied to specific business unit-level financial goals, as described in further detail under “Analysis of 2023 Compensation Decisions” beginning on page 57.
(3) Adjusted EBITDA is a non-GAAP measure, as shown in Annex A to this Proxy Statement.

 

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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.

 

 

 

Summer 2023 Shareholder Engagement

 

Following the 2023 Annual Meeting, in June and July 2023, members of our management team, together with our Compensation Committee Chair or our Independent Board Chair for certain conversations, conducted summer investor outreach meetings with investors representing approximately 22% of our shares. We heard from our investors who had not supported our Say-on-Pay proposal at the 2023 Annual Meeting. During these meetings, our shareholders:

 

Noted concerns with the one-time 2022 performance-oriented equity award to our CEO and asked questions regarding the possibility of additional one-time awards to our CEO

 

Expressed support for our core compensation program, including the pay-for-performance alignment of our program

 

Provided positive feedback on the new details we shared 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 (see page 72)

     

 

Board Consideration of Feedback from Summer 2023 Shareholder Engagement

 

In August 2023, our Compensation and Governance Committees met jointly to consider the shareholder feedback received from our engagement efforts in June-July 2023. During these discussions, and taking into consideration the shareholder feedback we received in June-July 2023, the Compensation and Governance Committees aligned on some actions in response to the low 2023 Say-on-Pay vote that we could preview with a broader group of shareholders during our regular off-season engagement outreach in the fall of 2023.

     
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Fall 2023 Off-Season Shareholder Engagement

 

In October-November 2023, members of our management team, together with our Compensation Committee Chair or our Independent Board Chair for certain conversations, conducted fall off-season investor outreach meetings with investors representing approximately 70% of our shares. During these meetings, our shareholders:

 

Expressed support for our core compensation program, including the pay-for-performance alignment of our program

 

Provided positive feedback on the new details we shared 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 (see page 72)

 

Provided positive feedback on our proposed commitment not to grant any additional one-time awards to our CEO or other NEOs (beyond the awards granted in the process of hiring new employees) in the future absent extraordinary circumstances

 

Emphasized the importance of our disclosures related to these topics in the 2024 proxy statement

 

     

 

Board Response to Shareholder Feedback on 2023 Say-on-Pay

 

In November 2023, our Compensation and Governance Committees met jointly and carefully reviewed the shareholder feedback received from our engagement efforts following the 2023 Annual Meeting. During these deliberations, the Compensation Committee noted that shareholders generally expressed 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. We also heard that shareholders who voted against our Say-on-Pay proposal in 2023 did so due to concerns about the possibility of additional one-time awards being granted to our CEO.

 

During these engagements, shareholders did not request retroactive changes to the previously-granted awards, but rather 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 commits 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.

 

 

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.

 

 

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Compensation Program Highlights

 

Executive Compensation Philosophy

 

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

 

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).

 

 

 

* Percentages calculated based upon actual base salary, target annual incentive and the target grant date value of annual long-term incentive awards, excluding special awards. Percentages may not total 100% due to rounding.

 

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


 

 

 

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How We Determine the Total Amount of Compensation

 

Compensation Elements and Objectives

 

Element   Objectives
Base Salary  

Provides competitive pay to attract and retain experienced and successful executives

Annual Incentive Plan (AIP)  

Encourages and rewards valuable contributions to our annual financial and operational performance objectives, which align with our strategic priorities

 

Designed to reward high performance and achievement of financial goals and individual non-financial strategic goals by key employees, including our NEOs

 

Long-Term Incentive (LTI) Program   

Designed to align the interests of key employees with those of shareholders, while striking a balance between stock market-based and operational performance

 

TSR performance shares align the interests of key employees with those of shareholders by linking pay to our share price performance relative to other companies in which shareholders could invest

 

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

 

Market-priced stock options (granted to our NEOs other than the CEO) provide a strong incentive for the creation of long-term shareholder value because the options may be exercised for a profit only to the extent our stock price appreciates following the grant date

 

Premium-priced stock options (granted to our CEO) provide an even stronger link between our LTI compensation and creation of shareholder value by ensuring that our CEO receives gains only after a premium return is delivered to investors

 

RSUs are time-vested and primarily encourage retention and alignment with long-term shareholder interests

 

Compensation Design Process

 

Role of the Compensation Committee and Management in Determining Executive Compensation

 

The Compensation Committee reviews and makes decisions about executive compensation, including the amount of base salary, short-term incentives and long-term incentives awarded to our NEOs. Our CEO and other executives may assist the Committee from time to time in its evaluation of compensation elements or program design or by providing mathematical calculations, historical information, year-over-year comparisons and assessments of performance and potential. For the 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 CEO makes recommendations to the Committee regarding the design of performance measures for our AIP and the design of our LTI program, as well as compensation packages for the executive officers (other than himself) based on his evaluation of the performance of the executives who report to him.
The Chief Human Resources Officer provides the Committee with details of the operation of our various compensation plans, including the design of performance measures for our AIP and the design of our LTI program. The CHRO also facilitates a robust performance evaluation process and succession planning discussions.
The Chief Financial Officer provides information and analysis relevant to the establishment of financial performance targets for our performance-based annual and long-term incentive awards and presents information regarding the attainment of corporate and business unit financial goals for the preceding year.
The Chief Legal Officer attends meetings of the Committee to provide input on legal issues, to communicate governance-focused investor perspectives based on shareholder engagement efforts, and to respond to questions about corporate governance and executive compensation.

 

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

 

Compensation Consultant Services and Independence

 

The Compensation Committee has the authority to engage advisors to assist it in fulfilling its responsibilities. The Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”), a nationally-recognized executive compensation consulting firm, to provide advice with respect to 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

 

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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:

 

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

 

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.

 

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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.

 

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

 

Performance Measure(1)   Weight
(%)(2)
  Threshold
(25% payout)
  Target
(100% payout)
  Maximum
(200% payout)
Corporate Adjusted EPS   65   $6.54   $7.21
(10.2% above Threshold)
  $7.49
(14.5% above Threshold)
Corporate Operating Revenue   15   $5.007 billion   $5.355 billion
(7.0% above Threshold)
  $5.543 billion
(10.7% above Threshold)
(1)Corporate Operating Revenue and Corporate Adjusted EPS, as used for the corporate-level financial goals under the AIP, are non-GAAP measures. Corporate Operating Revenue is Operating Revenue adjusted to be stated in constant dollars at our budgeted 2023 foreign exchange rates and further adjusted to exclude certain acquisitions. Corporate Adjusted EPS is Adjusted EPS as shown in Annex A to this Proxy Statement and then further adjusted to be stated in constant dollars at our budgeted 2023 foreign exchange rates and to exclude certain acquisitions. Because of these adjustments to Operating Revenue and Adjusted EPS, the actual Corporate Operating Revenue and Corporate Adjusted EPS used for incentive management purposes are not the same as Operating Revenue and Adjusted EPS reported under our 2023 Performance Highlights above.
(2)In connection with the amendment of our CEO’s employment agreement in February 2021, the Compensation Committee determined that Mr. Begor’s 2023 AIP award would be determined based exclusively on achievement measured against Company financial goals (rather than 80% financial goals and 20% individual objectives). As a result, for 2023, Mr. Begor’s AIP payout was based upon our Corporate Adjusted EPS (81.25% weighting) and Corporate Operating Revenue (18.75% weighting).

 

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

 

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.

 

Workforce Solutions Plan –
Performance Measures
  Weight
(%)
  Threshold
(25% payout)
  Target
(100% payout)
  Maximum
(200% payout)
Corporate Adjusted EPS   30   $6.54   $ 7.21
(10.2% above Threshold)
  $ 7.49
(14.5% above Threshold)
Workforce Solutions Operating Revenue   30   $2.315 billion   $2.476 billion
(7.0% above Threshold)
  $2.563 billion
(10.7% above Threshold)
Workforce Solutions Operating Income   20   $1.035 billion   $1.116 billion
(7.8% above Threshold)
  $1.181 billion
(14.1% above Threshold)
                 
USIS Plan – Performance Measures   Weight
(%)
  Threshold
(25% payout)
  Target
(100% payout)
  Maximum
(200% payout)
Corporate Adjusted EPS   30   $6.54   $7.21
(10.2% above Threshold)
  $7.49
(14.5% above Threshold)
USIS Operating Revenue   30   $1.593 billion   $1.704 billion
(7.0% above Threshold)
  $1.763 billion
(10.7% above Threshold)
USIS Operating Income   20   $334.5 million   $388.3 million
(16.1% above Threshold)
  $432.2 million
(29.2% above Threshold)

 

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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:

 

All members of the Company’s senior leadership team – including our CEO and other NEOs – had a set of non-financial strategic goals as part of their individual performance objectives that addressed the following areas: (i) consumer impact (including financial inclusion and access to credit); (ii) security; (iii) environment; (iv) workforce diversity; and (v) governance.
All other employees in senior leadership roles had individual goals related to workforce diversity and security, and were encouraged to include additional responsible business goals in areas relevant to their individual roles.
Beyond the senior leadership level, all participants in the 2023 AIP had a security performance goal, and were encouraged to include additional responsible business goals in areas relevant to their individual roles.

 

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Evaluation of Individual NEO Performance

 

Following the end of each year, the CEO evaluates the performance of the other NEOs, taking into account performance for the just-completed year versus predefined commitments for such year, as well as any unforeseen financial, operational and strategic issues and any other relevant information. These performance evaluations are subject to the review of the Compensation Committee. For 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.

 

Named
Executive
Officer
  Base
Salary
($)
  Target Incentive
(as Percentage
of Salary) (%)
  Target
Incentive
($)
  Maximum
Incentive
($)(1)
  Earned 2023
Incentive as
Percentage of
Target (%)
  2023
Incentive
Payout
($)
M. Begor   1,500,000   120   1,800,000   3,600,000   52.5   944,110
J. Gamble   794,231   100   794,231   1,588,462   82.0   650,955
T. Horvath(2)   495,865   100   675,000   1,350,000   112.4   758,721
R. Ploder   744,231   100   744,231   1,488,462   51.9   386,217
B. Koehler   719,808   100   719,808   1,439,616   72.0   517,977
(1)The maximum incentive for each is 200% of Target.
(2)Mr. Horvath’s $675,000 base salary was prorated for 2023, reflecting his appointment as EVP, President, USIS on March 31, 2023; however, his annual incentive opportunity was calculated based upon his full year base salary.

 

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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
                   
                   

 

(1)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 payout would be determined based exclusively on achievement measured against Company financial goals (previously 80% financial goals and 20% individual objectives). As a result, Mr. Begor’s AIP payout was based upon our Corporate Adjusted EPS (81.25% weighting) and Corporate Operating Revenue (18.75% weighting). The Committee set non-financial performance objectives for Mr. Begor for 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.

 

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

 

Executed against our strategic priorities and led the Company to achieve record revenue of $5.265 billion, up 3% over 2022, despite an estimated 34% decline in U.S. mortgage originations during one of the most challenging mortgage markets in the past 20 years.
Delivered more than 100 new product innovations for the fourth consecutive year, resulting in a Vitality Index of 14%, which is above 2022 levels and well above our 10% long-term vitality target for new products.
Reached a milestone of 70% of revenue derived from products delivered from an application running in the new Equifax Cloud, up from 60% in 2022.
Led our execution of cost reduction actions of $210 million, successfully balancing market realities, our Cloud transformation and growth.
Completed strategic, bolt-on acquisitions in Brazil and Canada that expand our global footprint in important markets, bringing our total to 14 acquisitions valued at nearly $4 billion since 2021.
Continued our leadership in security, attaining a cybersecurity program maturity level that exceeded all major industry benchmarks for the fourth consecutive year, with a posture that ranks in the top 1% of technology companies and top 3% of financial services companies.
Accelerated our commitment to financial inclusion, expanded access to credit and consumer experience by enhancing our credit accuracy disclosures, Financial Inclusion Hub content and consumer-facing communications.

 

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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:

 

Supported achievement of the Company’s budget goals, despite an extremely challenging U.S. mortgage market, by proactively managing costs and capital spending across the enterprise.
Executed on cost reduction actions of $210 million, successfully balancing market realities, our Cloud transformation and growth.
Led efforts within the finance organization to support our acquisitions in Brazil and Canada, including successful navigation of complex finance and accounting matters.
Oversaw a successful $700 million public debt offering to refinance debt maturity and partially finance our acquisition of Boa Vista Serviços.
Supported our net-zero 2040 commitment by leading efforts to obtain SBTi approval of our near-term GHG emission reduction targets, enhancing our process to measure and forecast Scope 1 and 2 global GHG emissions, and implementing a strategy to meet our Scope 3 goals.
Developed and retained talent within a diverse and high-performing leadership team and across the broader finance organization, including through internal promotion opportunities, a rotational development program and a new mentoring program.

 

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:

 

Led the USIS business unit to deliver $1.7 billion in revenue, an increase of 4% compared to 2022.
Supported our commitment to financial inclusion and expanded access to credit by helping us become the first in our industry to provide certain telecommunications, pay TV and utilities attributes to the mortgage industry.
Extended our nearly 30-year relationship with the National Consumer Telecom and Utilities Exchange, Inc.® (NCTUE®), continuing our exclusive operation and management of the unique NCTUE database that includes 190 million payment records.
Partnered with the technology and compliance teams to improve our operational processes and performance related to data quality.

 

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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:

 

Led the Workforce Solutions business unit to deliver revenue of $2.3 billion, with 10% organic non-mortgage revenue growth.

 

Led the Company with the highest level of new product innovations, attaining a Vitality Index of more than 20%.

 

Continued to drive growth in The Work Number database, increasing active records by 11% over 2022, to 168 million.

 

Led continued growth in the government vertical, including an agreement to provide income verifications to the U.S. Centers for Medicare and Medicaid Services as part of a contract valued at up to $1.2 billion over the next five years.

 

Developed and retained a high-performing and diverse team despite a highly-competitive labor market.

 

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:

 

Led the technology organization to make significant progress on our Cloud technology transformation by reducing costs and continuing customer migrations, ending the year with approximately 70% of revenue generated from products delivered from an application running in the Equifax Cloud, up from 60% in 2022.

 

Leveraged our Equifax Cloud capabilities to accelerate new product innovation, delivering over 100 new products and raising our Vitality Index to a record 14%, up from 13% in 2022.

 

Led our data & analytics team to accelerate the development of advanced models that leverage our EFX.AI capabilities, with 70% of our new models built using artificial intelligence and machine learning tools, up from 60% in 2022.

 

Led technology team efforts to establish our new product engineering centers in India, converting approximately 1,000 contractors to full-time employees to leverage the best global talent at a lower structural cost.

 

Supported our net-zero 2040 commitment by leading efforts to decommission 11 additional data centers, which decreases our scope 1 and 2 GHG emissions.

 

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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.

 

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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

 

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

 

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

 

If our team does not deliver cumulative TSR that ranks at or above the 25th percentile, the value of the TSR performance shares will be $0. In addition, in the event our cumulative TSR is negative over the three-year performance period, the payout is capped at 100% of the target shares, irrespective of our TSR percentile rank versus 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.

 

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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%).

 

Name(1)  Target Grant
Value ($)
  Target Number
of Performance
Shares (TSR)
Granted(2)
  Target Number of
Performance Shares
(Adj. EBITDA)
Granted(3)
  Number of
Stock Options
Granted(4)
  Number
of RSUs
Granted(5)
M. Begor  10,100,000  12,524  16,740  34,926  9,799
J. Gamble  4,000,000  4,134  5,525  15,465  4,851
T. Horvath  3,400,000  3,527  4,714  13,196  4,139
R. Ploder  3,500,000  3,617  4,835  13,530  4,245
B. Koehler  3,300,000  3,410  4,558  12,761  4,002
(1) The grant date for annual equity awards to each of the NEOs except Todd Horvath was February 10, 2023; the closing stock price on such date was $206.16. The grant date for the annual equity award to Mr. Horvath, who joined the Company on March 31, 2023, was May 1, 2023; the closing stock price on such date was $205.39.
(2) The number of TSR performance shares granted is calculated based on the Monte Carlo equity valuation model, then applying an illiquidity discount to reflect the 12-month post-vesting holding period.
(3) The number of Adjusted EBITDA performance shares granted 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.
(4) Premium-priced stock options were granted to our CEO in 2023 and market-priced stock options were granted to our other NEOs. The premium-priced stock options were granted in two equally-weighted tranches, with exercise prices of 110% and 120% of the grant date closing stock price. The number of premium-priced stock options was calculated using a Monte Carlo model. The number of market-priced stock options was calculated based on a binomial valuation model.
(5) The number of RSUs was calculated by taking the target grant value divided by the closing price of our common stock on the grant date.

 

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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:

 

   Period from January 1, 2021 through the end of:
   Q1 2023  Q2 2023  Q3 2023  Q4 2023  Average
Equifax TSR  6.9%  24.3%  -3.1%  31.1%   
Equifax Percentile vs. S&P 500  42nd  58th  34th  58th   
Payout  83.8%  131.5%  67.6%  130.4%  103.3%

 

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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.

 

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CEO Pay for Performance Alignment

 

The Compensation Committee believes that a direct link between Company performance and our compensation plans is critical to driving innovation and creating long-term shareholder value. During the last three years, on average, 76% of our CEO’s compensation was based on performance-based cash and performance-based equity incentives that are tied directly to our financial performance, stock price growth and/or TSR. We believe that linking the significant majority of our CEO’s pay to the performance of our Company aligns him to the interests of our shareholders while providing the motivation to drive the successful execution of our business objectives.

 

Annual Plan Alignment

 

Annual cash incentive awards are designed to reward the achievement of near-term business goals and to ensure that payouts are aligned to performance. The annual performance goals for our CEO are based on our Corporate Adjusted EPS (81.25% weighting) and Corporate Operating Revenue (18.75% weighting).

 

As demonstrated by these charts, our annual incentive plan has operated as designed to align CEO pay with our financial performance. In 2021, our CEO received an above-target payout due to our strong financial performance. Conversely, although we achieved record revenue in both 2022 and 2023, our financial performance fell short of our targets due to the unprecedented declines in the U.S. mortgage market and a softening of the global macroeconomic environment. As a result, payouts under both the 2022 and 2023 AIP were below target. Target AIP Actual AIP $0 $1,000 $2,000 $3,000 $4,000 2021 AIP 2022 AIP 2023 AIP $ in thousands CEO Annual Incentive: Target vs. Actual(1) (1) For each of 2021-2023, Mr. Begor's AIP payout was based on our Corporate Adjusted EPS (81.25% weighting) and Corporate Operating Revenue (18.75% weighting). $6.00 $7.00 $8.00 $9.00 2021 2022 2023 $7.21 $6.74 Adjusted EPS (target) Adjusted EPS (actual) Adjusted EPS: 2021-2023 $4,000 $5,000 $6,000 2021 2022 2023 $5,355 $5,263 Revenue (target) Revenue (actual)

 

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LTI Plan Alignment

 

Long-term incentive awards are designed to reward the achievement of our long-term business goals and to ensure payouts are aligned to financial performance and stock price performance.

 

The LTI award mix for our CEO consists of performance shares (weighted 60%), premium-priced stock options (weighted 20%) and time-based RSUs (weighted 20%). For our CEO’s 2021 annual LTI and the 2022 performance-oriented equity award, the performance shares were tied to relative TSR. For the 2022 annual LTI and the 2023 annual LTI, the performance shares were tied to relative TSR and Adjusted EBITDA (each weighted 50%).

 

The Compensation Committee believes that linking the significant majority of our CEO’s pay to the performance of our Company aligns him to the interests of our shareholders while providing the motivation to drive the successful execution of our business objectives.

 

As demonstrated by these charts, our LTI plan has operated as designed to align CEO pay with our financial performance, stock price performance and relative TSR positioning. The unprecedented declines in the U.S. mortgage market and softening of the global macroeconomic environment that started in 2022 and continued through 2023 negatively impacted our business results and our stock price, and are reflected in the current potential realizable value of our CEO's outstanding LTI awards. The ultimate value earned under each of these long-term awards will be determined by the Company's Adjusted EBITDA, stock price and relative TSR performance achieved during each award's respective performance period. Target LTI(1) Realizable LTI(2) $0 $10 $20 $30 2023 Annual 2022 Perf-Oriented 2022 Annual 2021 Annual $ in millions CEO Long-Term Incentives: Target vs. Currently Realizable (as of Year-End 2023) LTIP Performance Period 2021 2022 2023 2024 2025 2021 Annual 100% Complete 2022 Annual 67% Complete 2022 Performance-Oriented 43% Complete 2023 Annual 33% Complete Earned Above Target Tracking Below Target Tracking Above Target

 

(1) Target LTI value is determined based on the methodologies described under “Determination of 2023 Annual LTI Grant Values” on page 67.
(2) Currently realizable LTI amount represents: (i) vested equity through December 31, 2023; (ii) the intrinsic value of unvested premium-priced options as of December 31, 2023; (iii) the value of unvested TSR performance shares assuming payout at the relative performance level achieved as of December 29, 2023; and (iv) the value of Adjusted EBITDA performance shares assuming payout based on expected achievement of the performance measure as of December 29, 2023. Currently realizable LTI is based on information as of year-end 2023; however, the actual realizable value of the LTI awards (which are subject to increase or decrease prior to vesting) cannot be determined until the time of vesting, when financial performance and stock price performance are complete.
  The Equifax stock price was $177.19 on the grant date for the 2021 annual LTI award (Feb. 12, 2021). The stock price increased to $225.00 by the grant date for the 2022 annual LTI award (Feb. 11, 2022). The unprecedented U.S. mortgage market decline began in 2022 and continued throughout 2023. During that period, the Equifax stock price declined to $208.91 on the grant date for the 2022 performance-oriented CEO award (Jul. 29, 2022) and to $206.16 on the grant date for the 2023 annual LTI award (Feb. 10, 2023).
  Equifax relative TSR was above target (103.3% payout) for the 3-year period ended Dec. 31, 2023. Equifax relative TSR was tracking at below target (63% payout) for the 2-year period ended Dec. 31, 2023, reflecting U.S. mortgage market decline and stock price decline during the period. Equifax Adjusted EBITDA grew by 1.49% during the 2-year period ended Dec. 31, 2023.

 

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Our CEO’s Interests Align with our Shareholders’ Interests over the Long-Term

 

Our Compensation Committee has designed a compensation program that is intended to ensure management’s interests are aligned with those of our shareholders and supports long-term shareholder value creation. Our CEO’s voluntary, irrevocable deferral elections, described in further detail below, complement the program design and ensure that his economic interests will continue to align with those of our shareholders for many years after he departs from Equifax.

 

As a result of his voluntary, irrevocable deferral elections, our CEO will continue to be invested in Equifax for more than ten years following his tenure at the Company
     
  Since 2021, our CEO has made proactive irrevocable elections under our deferred compensation program to defer 100% of his long-term incentives granted in the form of RSUs and performance shares (including the July 2022 performance-oriented award)
  These deferred equity awards had an aggregate value of more than $67 million as of March 1, 2024 (assuming payout at 100% of target for his outstanding awards), are payable only in Equifax common stock if earned and are not payable until after Mr. Begor leaves the Company
  Deferred awards granted in 2021 begin paying out in equal annual installments over a 10-year period, beginning five years following Mr. Begor’s departure from Equifax
  Deferred awards granted in 2022-2024 (including the July 2022 award) begin paying out in equal annual installments over a ten-year period, beginning seven months following Mr. Begor’s departure from Equifax
  These deferral decisions reflect our CEO’s belief in the shareholder value to be delivered by what he and the team have been building at Equifax over the past 5+ years

 

Other Compensation Program Information

 

Equity Award Grant Practices

 

We have a written policy on equity grants designed to formalize our equity grant practices and ensure that equity awards will be made on specified dates. The Compensation Committee reviews and approves annual equity-based awards to senior executives who are direct reports to the CEO or reporting officers under Section 16 of the Exchange Act in the first calendar quarter of each year (around the time of their annual performance reviews). In accordance with our policy and shareholder-approved 2023 Omnibus Incentive Plan (which replaced our 2008 Omnibus Incentive Plan effective May 4, 2023), the Committee has delegated specific authority to the CEO to approve grants (within specified limits) to non-executive officers and other eligible employees. We may make equity awards at other times during the year for new hires or for other reasons, such as a job promotion or as a result of an acquisition. The Compensation Committee reviews equity grants made pursuant to the CEO’s delegated authority, if any, on a quarterly basis.

 

We generally schedule Board and Committee meetings at least a year in advance and, as noted above, make annual equity awards to our NEOs at around the same time every year.

 

Retirement and Other Benefits

 

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

 

401(k) Plan

 

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

 

Supplemental Retirement Plan

 

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

 

Supplemental Contribution Program

 

In 2016, we amended the Executive Deferred Compensation Plan to establish a supplemental retirement contribution program (the “Supplemental Contribution Program”) for senior executive officers designated by the Compensation Committee who are

 

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not eligible to participate in the SERP. The Supplemental Contribution Program provides for an annual contribution equal to 10% of the sum of the eligible executive’s base salary paid and cash incentive earned for the year. Messrs. Begor, Horvath and Koehler participate in the Supplemental Contribution Program. Messrs. Gamble and Ploder participate in the SERP and are not eligible to participate in the Supplemental Contribution Program.

 

Deferred Compensation Plans

 

The NEOs and other executives are eligible to participate in the Company’s non-qualified deferred compensation plans. These plans allow participants to elect to defer cash compensation and receipt of shares of Company stock on vesting of RSU and performance share awards. Deferred amounts are payable upon the executive’s retirement or other termination of employment. See pages 86-87 for more information on our deferred compensation plans.

 

Since 2021, our CEO has made proactive, irrevocable elections under our deferred compensation program to defer 100% of his long-term incentives granted in the form of RSUs and performance shares. As a result of his voluntary, irrevocable deferral elections, our CEO will continue to be invested in Equifax for more than ten years following his tenure at the Company. See page 72 for more information.

 

Other Benefits

 

We provide our NEOs with benefits generally available to our U.S. employees, including participation in our employee stock purchase program and medical, dental, vision, life insurance and disability insurance benefits.

 

Limited Perquisites

 

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

 

maximizing the value of Company-provided compensation through provision of a financial planning and tax services allowance in an annual amount of up to $50,000 for the CEO and $10,000 for other NEOs ($12,500 in their first year for newly-hired and newly-promoted executives);
supporting executives’ continued health and ability to render services to the Company through an annual physical program;
to allow the CEO’s travel time to be used productively, providing the CEO with private aircraft usage for personal purposes, up to an annual limit of $200,000; and
providing monthly relocation living allowances under certain circumstances, as approved by the Compensation Committee.

 

The attributed costs of perquisites are included in the “All Other Compensation” column of the Summary Compensation Table on page 77 and Note 7 thereto. We do not provide tax reimbursement on the value of the applicable perquisite other than certain relocation and foreign tax expenses.

 

CEO Employment Agreement

 

On February 4, 2021, the Company entered into a letter agreement (the “Letter Agreement”) with our CEO which amends certain terms of the employment agreement between the Company and Mr. Begor dated March 27, 2018 (the “Original Employment Agreement” and, as amended by the Letter Agreement, the “Employment Agreement”). The Employment Agreement provides for a five-year term of employment, ending on December 31, 2025.

 

Under the Employment Agreement, Mr. Begor’s annual base salary is $1.5 million, subject to increase, but not decrease, by the Board or the Compensation Committee. Mr. Begor’s target annual cash incentive award opportunity is 120% of his annual base salary and is determined exclusively based upon achievement measured against specified Company financial goals.

 

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

 

The components of Mr. Begor’s annual long-term incentive award consist of (i) 60% performance shares, (ii) 20% premium-priced stock options and (iii) 20% time-based RSUs. Each grant of premium-priced stock options cliff vests on the later of (i) December 31, 2025 and (ii) the third anniversary of the grant date. The stock options granted in 2022 and 2024 have a seven-year term and the stock options granted in 2023 have an eight-year term. Each award of premium-priced options will be split evenly into two equally-weighted tranches, based on fair value on the grant date, with exercise prices set at premiums of 110% and 120% to the fair market value of a share of our common stock on the applicable grant date.

 

As a result of the above, 80% of Mr. Begor’s annual long-term incentive award is subject to substantive performance requirements and only 20% being subject to time-based vesting. Mr. Begor’s annual long-term incentive awards are subject to the Company’s enhanced clawback policy whereby the Board may recover incentive compensation awarded to employees in the event of misconduct or failure of oversight that results in significant financial or reputational harm, irrespective of whether there has been a financial restatement.

 

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

 

If Mr. Begor is terminated by the Company without “cause” (other than due to “disability” or death) or resigns for “good reason” (each as defined in the Employment Agreement), he will be entitled to receive, provided he signs a release of claims against the Company and complies with applicable restrictive covenants: (i) a severance payment equal to twice the sum of (x) his annual base salary and (y) his target annual incentive opportunity for the year of termination, (ii) any accrued but unpaid annual incentive plus a pro rata annual incentive for the year of termination, (iii) for all other equity awards (except as described below for the long-term incentives awards commencing in 2021 and except for the July 2022 performance-oriented award), continued vesting under the Company’s equity incentive plan until the second anniversary of the termination date (subject, in the case of performance-based awards, to certification by the Board of the Company’s performance), with vested stock options being exercisable until the second anniversary of termination (or, to the extent such options vest within the 90 days before such second anniversary, until such 90 day period after such vesting has elapsed) (but not beyond their original expiration date) and (iv) access to the Company’s health plan for two years or the lesser period permitted by the Company’s general benefits plans and applicable law and monthly payments of or an amount equal to premiums for continuation of healthcare coverage under Section 4980B of the Internal Revenue Code (“Code”) or comparable law (“COBRA”) for 24 months.

 

If Mr. Begor is terminated by the Company without cause (other than due to disability or death) or resigns for good reason, the annual long-term incentive awards granted to Mr. Begor in 2021 through 2025 will continue to vest until the earlier of the applicable vesting date and the second anniversary of the date of his termination of employment, with each such award becoming vested in accordance with the original vesting schedule. Upon the second anniversary of any such termination of employment, each such outstanding award will vest on a pro-rated basis determined based on the portion of the original vesting schedule that has elapsed through such second anniversary (subject, in the case of performance shares, to certification by the Board of the Company’s performance following the end of the applicable performance period). Following any such termination of employment, Mr. Begor will have 36 months to exercise his vested options (or, if earlier, until the applicable expiration date of the option).

 

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

 

Mr. Begor is required to own and hold Company stock having a value equal to six times his annual base salary.

 

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

 

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

 

Change in Control Arrangements

 

The Equifax Inc. 2019 Change in Control Severance Plan (the “CIC Plan”) applies to each of our NEOs and senior executives, except our CEO. The severance benefits applicable to Mr. Begor in the event of a change of control are contained in his employment agreement with the Company, as described above. See “Change in Control Severance Plan” on page 94 for more information on the CIC Plan.

 

Subject to the discretion of the Compensation Committee, under our 2008 Omnibus Incentive Plan and 2023 Omnibus Incentive Plan (which replaced the 2008 Omnibus Incentive Plan effective May 4, 2023) and applicable award agreements, equity awards granted to our NEOs include a “double-trigger” change in control provision to limit accelerated vesting in the event of a change in control of Equifax to those situations where an executive is terminated without cause, the executive terminates for good reason or the acquirer fails to assume the awards.

 

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Consideration of Certain Tax Effects

 

The Company’s annual tax deduction for compensation paid to each of the NEOs and certain other current or former officers who are subject to the compensation limits of Code Section 162(m) is capped at $1 million. The Compensation Committee considers these implications, including the potential lack of deductibility under Section 162(m), among several factors when making compensation decisions, but the Compensation Committee has provided and reserves the right to provide compensation that does not qualify as deductible under Section 162(m).

 

Management of Compensation-Related Risk

 

In establishing and reviewing the Company’s executive compensation program, the Compensation Committee annually considers whether the program encourages unnecessary or excessive risk-taking and has concluded that it does not. The Committee reviewed our material compensation programs and noted numerous ways in which risk is effectively managed or mitigated. This evaluation for 2023, which was conducted with the assistance of management and the Committee’s outside compensation consultant (FW Cook), covered a wide range of practices and policies. All plans were deemed to have substantial risk mitigators which, in the most material incentive plans, include a balanced mix of fixed and variable pay and short- and long-term incentives; use of multiple performance measures including corporate, business unit and individual performance weightings in incentive plans; a portfolio of long-term equity incentives including time-based and performance-based measures; caps, discretion in payment, decelerators, clawbacks, oversight by non-plan participants, significant stock ownership guidelines, pre-approval requirements for executive stock transactions; and the existence of policies prohibiting Company stock hedging and pledging and requiring executive incentive compensation recoupment in specified circumstances.

 

The Compensation Committee has also reviewed the Company’s overall enterprise risks and how compensation programs for employees generally impacted individual behavior that could exacerbate these enterprise risks. Board and management processes are in place to oversee risk associated with global compensation programs and practices, including, but not limited to, regular business reviews; alignment of compensation plan goals with our annual and long-term strategic goals and performance expectations; review of enterprise risk management by the Board as part of the annual strategy and budget reviews; and other appropriate internal controls. The Committee concluded that the Company’s compensation plans, programs and policies, considered as a whole, including applicable risk-mitigation features, are not reasonably likely to have a material adverse effect on the Company.

 

Policies on Clawback of Incentive Compensation

 

We have a clawback policy that covers all employees, including executive officers, and applies to equity awards and other incentive compensation awarded to such employees. The Compensation Committee has discretion to apply the policy to recover and recoup incentive compensation in all of the events described below:

 

Events that Trigger Action  Covered Persons  Covered Awards
Material restatement with misconduct  Current and former employees  Annual and long-term incentives awarded within three-year period preceding the date the misconduct is discovered
Material restatement without misconduct  Current and former executives  Excess amount of annual and long-term incentives awarded within three-year period preceding the restatement date
Materially inaccurate financial statements or   performance metrics with misconduct  Current and former employees  Annual and long-term incentives awarded within three-year period preceding the date the misconduct is discovered
Materially inaccurate financial statements or   performance metrics without misconduct  Current and former employees  Excess amount of annual and long-term incentives awarded within three-year period preceding the date the inaccuracy is discovered
Misconduct resulting in significant financial and/or reputational harm and the employee either engaged in the misconduct or failed to fulfill his or her supervisory responsibility to prevent another employee from engaging in such misconduct  Current and former employees  Annual and long-term incentives awarded within three-year period preceding the date the misconduct is discovered
   
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The policy also provides that the Company will disclose its decision to take action, the number of employees impacted and their seniority, and the aggregate amount of the clawback/forfeiture if the underlying circumstances of the misconduct are publicly disclosed. The policy provides that the Committee may limit or eliminate disclosure if the events are not publicly disclosed or if disclosure would be likely to result in or exacerbate any litigation or other proceeding against the Company or its officers or directors, violate applicable law with respect to privacy, violate legal privilege or breach a contractual obligation.

 

Under the terms of award agreements issued under our 2008 Omnibus Incentive Plan and our 2023 Omnibus Incentive Plan (which replaced the 2008 Omnibus Incentive Plan effective May 4, 2023), employees, including our NEOs, who violate the agreement’s non-compete, non-solicitation and non-disclosure restrictions or who engage in certain other activities detrimental to the Company may be subject to financial consequences, including cancellation of their outstanding equity awards or recovery by the Company of all gains from exercised stock options and vested shares received during the period beginning six months prior to the date of the violation. In addition, these recovery means are also applicable to the incentive equity awards of any employee who is terminated for cause, as determined in the sole discretion of the Committee.

 

We also have a clawback policy that complies with SEC rules and NYSE listing standards related to clawbacks.

 

Stock Ownership Requirements

 

The Compensation Committee recognizes the critical role that executive stock ownership has in aligning the interests of management with those of shareholders. As such, we maintain a formal stock ownership policy, under which our CEO and our other senior executives are required to acquire and hold Equifax common stock with a market value of six times base salary and three times base salary, respectively, within five years of assuming their respective positions. As of the most recent annual measurement date, all of our executive officers were in compliance with our stock ownership requirements.

 

Mandatory Trading Plans for Senior Executives

 

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

 

Hedging and Pledging Policies

 

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

 

Compensation Committee Interlocks and Insider Participation

 

Mark Feidler, Rob Marcus, Robert Selander (retired from the Board on May 4, 2023), Melissa Smith and Tom Hough were members of the Compensation Committee during 2023. None of these individuals is or has been an executive officer of the Company, or had any relationship requiring disclosure by the Company under the SEC’s rules requiring disclosure of certain relationships and related party transactions. None of the Company’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director of the Company or a member of the Compensation Committee during 2023.

 

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Summary Compensation Table

 

The following table presents information regarding compensation of the NEOs for services rendered during 2023, 2022 and 2021. The table includes values for contingent compensation such as unvested or unpaid stock awards and unexercised stock options. The executives may never realize the value of certain items included in the column headed “Total,” or the amounts realized may differ materially from those listed in the table.

 

Name and
Principal Position
Year Salary
($)(1)
Bonus
($)
Stock
Awards
($)(2)(3)
Option
Awards
($)(4)
Non-Equity
Incentive Plan
Compensation
($)(5)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(6)
All Other
Compensation
($)(7)
Total
($)(8)
Mark W. Begor
Chief Executive Officer
2023 1,500,000 0 8,080,418 2,019,634 944,110 0 505,646 13,049,808
2022 1,500,000 0 28,080,015 7,019,934 223,078 0 422,826 37,245,853
2021 1,500,000 0 8,079,933 2,020,085 3,600,000 0 865,557 16,065,575
John W. Gamble, Jr.
EVP, Chief Financial Officer and Chief Operations Officer
2023 794,231 0 3,000,373 999,658 650,955 650,500 18,888 6,114,604
2022 750,000 0 2,437,902 812,138 318,206 134,600 17,150 4,469,995
2021 741,260 0 1,312,491 437,526 1,260,142 1,178,700 22,471 4,952,590
Todd Horvath
EVP, President, U.S. Information Solutions
2023 495,865 0 6,550,408 849,687 758,721 0 241,787 8,896,469
2022
2021
Rodolfo O. Ploder
EVP, President, Workforce Solutions
2023 744,231 0 2,625,456 874,579 386,217 411,800 48,465 5,090,748
2022 700,000 0 2,250,367 749,644 399,748 0 43,030 4,142,789
2021 683,173 0 1,124,896 375,111 1,161,394 1,604,500 40,495 4,989,569
Bryson R. Koehler
Former EVP, Chief Technology, Product and D&A Officer
2023 719,808 0 2,475,136 824,871 517,977 0 151,003 4,688,795
2022 680,000 0 2,100,389 699,638 254,564 0 118,924 3,853,514
2021 676,803 0 899,984 300,027 1,015,205 0 199,886 3,091,905
(1) Salary represents base salary paid to each of the NEOs for each year shown. Amounts shown are not reduced to reflect the individuals’ election, if any, to defer receipt of salary under the Equifax 2005 Executive Deferred Compensation Plan or the Equifax Inc. Employee Deferred Compensation Plan (2022).
(2) For 2023, the grant date for equity awards to each of the NEOs except Todd Horvath was February 10, 2023; the closing stock price on such date was $206.16. The grant date for the equity awards to Mr. Horvath, who joined the Company on March 31, 2023, was May 1, 2023; the closing stock price on such date was $205.39.
(3) For each NEO, the amounts in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 without regard to estimated forfeitures related to service-based vesting conditions. Amounts shown are not reduced to reflect the individuals’ election, if any, to defer receipt of salary under the Equifax 2005 Executive Deferred Compensation Plan or the Equifax Inc. Employee Deferred Compensation Plan (2022). Stock awards in 2023 included time-vested RSUs, TSR performance shares and Adjusted EBITDA performance shares. For the 2023 TSR performance share awards, the grant date fair value was determined using a Monte Carlo valuation model consistent with the estimated full cost to be recognized over the three-year performance period based on the probable outcome of the performance conditions, then applying an illiquidity discount to reflect the 12-month post-vesting holding period. The calculations reflect an accounting value for the 2023 TSR performance share grants to our NEOs other than Todd Horvath of $241.95 per share, which was 117.36% of our closing stock price on the February 10, 2023 grant date. For Mr. Horvath, who joined the Company on March 31, 2023, the calculations reflect an accounting value for the 2023 TSR performance share grants of $241.05 per share, which was 117.36% of closing stock price on the May 1, 2023 grant date. Assumptions used in the calculation of the amounts in this column are described in Note 8 to our audited consolidated financial statements for the fiscal year ended December 31, 2023, in our 2023 Form 10-K.
  For the 2023 Adjusted EBITDA performance share awards, the grant date fair value was calculated by taking the target grant value divided by the closing price of our common stock on the grant date assuming target performance under the awards would be achieved (100% of target), then applying an illiquidity discount to reflect the 12-month post-vesting holding period. The calculations reflect an accounting value for the 2023 Adjusted EBITDA performance share grants to our NEOs other than Mr. Horvath of $181.01 per share for the awards, which was 87.80% of our closing stock price of $206.16 on the February 10, 2023 grant date. For Mr. Horvath, the calculations reflect an accounting value for the 2023 Adjusted EBITDA performance share grants of $180.33 per share, which was 87.80% of closing stock price on the May 1, 2023 grant date.
  The value of the 2023 time-vested RSU awards, TSR performance share awards and Adjusted EBITDA performance share awards, based on the closing price of our common stock on the grant date and assuming the highest level of performance under the performance share awards would be achieved (200% of the target), are as follows: Mr. Begor, $14,086,294; Mr. Gamble, $4,982,681; Mr. Horvath, $9,643,677; Mr. Ploder, $4,360,078; and Mr. Koehler, $4,110,418. The NEOs may never realize any value from the performance shares, and to the extent they do, the amounts realized may have no correlation to the amounts reported above.

 

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(4) The amount in this column shows the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718. The amount is based on the fair value of the stock option award as estimated using the binomial model multiplied by the number of shares subject to the option award. Assumptions used in the binomial model for calculation of the amounts in this column are described in Note 8 to our audited consolidated financial statements for the fiscal year ended December 31, 2023, in our 2023 Form 10-K.
(5) Represents annual incentive awards paid under the Annual Incentive Plan for services performed in 2023, 2022 and 2021, respectively. Amounts shown are not reduced to reflect the NEO’s election, if any, to defer receipt of awards under the Equifax 2005 Executive Deferred Compensation Plan or the Equifax Inc. Employee Deferred Compensation Plan (2022).
(6) For Messrs. Gamble and Ploder, the amounts in this column reflect the aggregate increase (or decrease), if any, of accumulated pension benefit accruals at the earliest unreduced retirement age for such NEOs under the SERP in the applicable fiscal year. For Mr. Ploder, amounts also reflect accruals under the Equifax Inc. U.S. Retirement Income Plan (“USRIP”). There are no above-market or preferential earnings on compensation deferred on a basis that is not tax-qualified, including such earnings on non-qualified contribution plans. The pension accrual amounts represent the difference in present value liability (measured at the respective fiscal year-end dates shown in the table) based on the assumptions shown in the text following the “Pension Benefits at 2023 Fiscal Year-End” table on page 84. Year-over-year changes in pension value generally are driven in large part by changes in actuarial pension assumptions as well as increases in service, age and compensation. The increase in pension values for Messrs. Gamble and Ploder is due to one additional year of service under the SERP and a decline in the discount rate. See “Pension Benefits at 2023 Fiscal Year-End” on page 84 for more information on pension benefits.
(7) The “All Other Compensation” column for 2023 includes the following:
   
Name        Perquisites
and Personal
Benefits(a)
($)
       Relocation
and Living
Expenses(b)
($)
       Tax
Reimbursements(c)
($)
       Company
Contributions
to Defined
Contribution
Plans(d)
($)
       Insurance
Premiums(e)
($)
       Total
($)
M. Begor   244,735   0   0   260,911   0   505,646
J. Gamble   8,988   0   0   9,900   0   18,888
T. Horvath   725   74,557   32,106   134,400   0   241,788
R. Ploder   11,325   0   0   9,900   27,240   48,465
B. Koehler   10,725   0   0   140,278   0   151,003
  (a) The amounts in this column are based on the aggregate incremental cost to the Company, if any, with respect to tax and financial planning services, annual medical examinations, event tickets and private aircraft usage, none of which exceeded $25,000 as a category for any NEO except for Mr. Begor, whose total includes $50,000 for tax and financial planning services and $186,573 for private aircraft usage.
  (b) The amount for Mr. Horvath reflects reimbursement for relocation and temporary living expenses.
  (c) The Company does not provide any additional tax reimbursements on the value of perquisites and personal benefits received by the NEOs other than those provided to other employees. The Company’s standard policy for employees is to provide a tax gross-up for certain relocation assistance. Amount reported for Mr. Horvath reflects $32,106 related to a tax gross-up payment on his relocation and temporary living expenses.
  (d) For Messrs. Begor, Horvath and Koehler, the amounts in this column reflect a Company contribution to the Supplemental Contribution Program (part of the non-qualified deferred compensation plan) for the applicable fiscal year as well as a Company match of 100% of the first 5% of compensation (subject to the government limit on compensation of $330,000 in 2023) contributed on a pre-tax and/or after-tax basis to the tax-qualified 401(k) Plan. For Messrs. Gamble and Ploder, the amounts reflect a Company match of 50% of the first 6% of compensation (subject to the government limit on compensation of $330,000 in 2023) contributed on a pre-tax and/or Roth after-tax basis to the tax-qualified 401(k) Plan. See “401(k) Plan” on page 80 and “Supplemental Contribution Program” on page 86.
  (e) Represents imputed income for the cost of $3,000,000 in life insurance coverage. Mr. Ploder has this coverage as a participant in the Equifax Inc. Executive Life and Supplemental Retirement Benefit Plan, which was closed to new participants in 2005. Existing participants at time of closure were grandfathered under the plan.
(8) The 2022 amounts for Mr. Begor include the July 2022 performance-oriented equity award of TSR performance shares, Adjusted EBITDA performance shares, premium-priced stock options and RSUs, with an aggregated grant date fair value of $25 million. The 2023 amounts for Mr. Horvath include a new hire “make whole” grant of RSUs and TSR performance shares with an aggregated grant date fair value of $4 million.

 

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2023 Grants of Plan-Based Awards

 

Set forth below is information regarding awards provided to the NEOs in 2023. The non-equity incentive awards were made under the AIP which is part of our shareholder-approved amended and restated 2008 Omnibus Incentive Plan (the “2008 Omnibus Incentive Plan”). The equity awards were also made under the 2008 Omnibus Incentive Plan.

 

        Estimated Possible
Payouts Under Non-Equity
Incentive
Plan Awards(2)
  Estimated Future
Payouts
Under Equity
Incentive
Plan Awards(3)
  All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(4)
(#)
All Other
Option
Awards:
Number of
Securities
Underlying
Options (#)
Exercise
or Base
Price of
Option
Awards(5)
($/Sh)
Grant
Date Fair
Value of
Stock
and
Option
Awards(6)
($)
Name(1)     Grant
Date
    Threshold
($)
    Target
($)
    Maximum
($)
    Threshold
(#)
    Target
(#)
    Maximum
(#)
   
M. Begor                                      
AIP   2/10/23   450,000   1,800,000   3,600,000                      
PS-TSR   2/10/23               6,262   12,524   25,048         3,030,174
PS-EBITDA   2/10/23               8,370   16,740   33,480         3,030,082
RSU   2/10/23                           9,799     2,020,162
PPSO   2/10/23                             16,580 226.78 1,010,054
PPSO   2/10/23                             18,346 247.39 1,009,580
J. Gamble                                      
AIP   2/10/23   317,692   794,231   1,588,462                      
PS-TSR   2/10/23               2,067   4,134   8,268         1,000,219
PS-EBITDA   2/10/23               2,763   5,525   11,050         1,000,072
RSU   2/10/23                           4,851     1,000,082
MPSO   2/10/23                             15,465 206.16 999,658
T. Horvath                                      
AIP   5/1/23   270,000   675,000   1,350,000                      
PS-TSR   5/1/23               1,764   3,527   7,054         850,168
PS-EBITDA   5/1/23               2,357   4,714   9,428         850,087
RSU   5/1/23                           4,139     850,109
MPSO   5/1/23                             13,196 205.39 849,687
PS-TSR (N)   5/1/23               4,149   8,297   16,594         1,999,956
RSU (N)   5/1/23                           9,738     2,000,088
R. Ploder                                      
AIP   2/10/23   297,692   744,231   1,488,462                      
PS-TSR   2/10/23               1,809   3,617   7,234         875,131
PS-EBITDA   2/10/23               2,418   4,835   9,670         875,176
RSU   2/10/23                           4,245     875,149
MPSO   2/10/23                             13,530 206.16 874,579
B. Koehler                                      
AIP   2/10/23   287,923   719,808   1,439,616                      
PS-TSR   2/10/23               1,705   3,410   6,820         825,047
PS-EBITDA   2/10/23               2,279   4,558   9,116         825,037
RSU   2/10/23                           4,002     825,052
MPSO   2/10/23                             12,761 206.16 824,871
(1) AIP = cash incentive award under 2023 Annual Incentive Plan (AIP); PS-TSR = TSR performance shares granted under 2023 Annual LTI program; PS-EBITDA = Adjusted EBITDA performance shares granted under 2023 Annual LTI program; RSU = time-vested RSUs granted under 2023 Annual LTI program; PPSO = premium-priced stock options granted under 2023 Annual LTI program; MPSOs = market-priced stock options granted under 2023 Annual LTI program; PS-TSR (N) = new hire grant of TSR performance shares; and RSUs (N) = new hire grant of time-vested RSUs.

 

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(2) The amounts shown represent the range of possible dollar payouts that could have been earned under the 2023 AIP. With respect to Mr. Begor, the amount in the “Threshold” column assumes the Company achieved the minimum performance level required for the granting of AIP awards for each component of the AIP award, resulting in an award equal to 25% of Mr. Begor’s award target. With respect to our other NEOs, the amount in the “Threshold” column assumes the Company achieved the minimum performance level required for the granting of AIP awards for each component of the AIP award, and that the NEO was rated “achieves expectations” for the individual performance portion of the award (100% of target), resulting in an award equal to 40% of each such NEO’s award target.
(3) Represents grants to each NEO during 2023 of performance shares under our 2008 Omnibus Incentive Plan. TSR performance shares granted are earned, if at all, based on our TSR performance after a three-year period relative to the TSR after the same period for the companies in the S&P 500 Index as of the grant date. Adjusted EBITDA performance shares granted are earned, if at all, based on Adjusted EBITDA for each of the three years of the performance period. Performance shares accrue dividend equivalent units which vest at the same time and at the same level of award attainment as the underlying shares. Performance share awards require the recipient to hold the shares for a period of 12 months following vesting. Information regarding performance targets, vesting and additional performance share award details is set forth under “2023 Long-Term Equity Incentive Compensation” beginning on page 65.
(4) Represents the number of RSUs granted to each NEO during 2023. The RSUs will vest, subject to continued employment, on the third anniversary of the grant date, except for Mr. Horvath’s new hire RSU award, which vests in three equal increments beginning on the first anniversary of the grant date. Dividend equivalents accrue on unvested shares. Additional information regarding RSUs is set forth under the heading “2023 Long-Term Equity Incentive Compensation” beginning on page 65.
(5) For Mr. Begor, represents premium-priced stock options issued with an exercise price equal to 110% or 120% of the closing price of Equifax stock ($206.16) on the February 10, 2023 grant date. For Messrs. Gamble, Ploder and Koehler, represents market-priced stock options issued with an exercise price equal to the closing price of Equifax stock ($206.16) on the February 10, 2023 grant date. For Mr. Horvath, represents market-priced stock options issued with an exercise price equal to the closing price of Equifax stock ($205.39) on the May 1, 2023 grant date.
(6) Represents full grant date fair value of stock and option awards granted to each NEO in 2023 computed in accordance with FASB ASC Topic 718, excluding the estimated effect of forfeitures. The premium-priced stock options granted in 2023 to our CEO cliff vest on February 10, 2026, subject to continued employment, and have an eight-year term. The market-priced stock options granted in 2023 to NEOs other than the CEO vest, subject to continued employment, one-third annually for three years following the grant date and have a ten-year term.

 

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

 

Our executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and the Grants of Plan-Based Awards Table was paid or awarded, are described under “Compensation Discussion and Analysis” beginning on page 49. A summary of certain material terms of our compensation plans and arrangements is set forth below.

 

2023 Annual Incentive Plan

 

Annual incentive opportunities awarded to our NEOs are earned based on Company performance against one-year operating objectives and individual performance metrics. The actual amount of annual incentive earned by each NEO pursuant to the individual performance portion is reported in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table. Annual incentive plan thresholds, targets and maximums are identified for each NEO in the “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” column of the “2023 Grants of Plan-Based Awards” table on page 79. Additional information regarding the design of the annual incentive plan is included in the CD&A.

 

401(k) Plan

 

We sponsor a tax-qualified 401(k) Plan in which eligible salaried employees may participate in either a basic plan or an enhanced plan put into place following the 2008 freeze of certain benefits payable to non-grandfathered employees under the USRIP. For 2023, we matched either 50% of the first 6% of eligible pay, or 100% of the first 5% of eligible pay an employee contributed on a pre-tax or Roth after-tax basis to the plan (subject to the government limit on compensation, or $330,000 in 2023).

 

Supplemental Retirement Plan and U.S. Retirement Income Plan

 

Descriptions of the SERP and USRIP are set forth under “Pension Benefits at 2023 Fiscal Year-End” on page 84.

 

Executive Life and Supplemental Retirement Benefit Plan

 

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

 

Equifax Inc.     |      2024 Proxy Statement 80
 
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Outstanding Equity Awards at 2023 Fiscal Year-End

 

    Option Awards   Stock Awards
Name     Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
    Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)
(#)
    Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
    Option
Exercise
Price
($)
    Option
Expiration
Date
    Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
    Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(2)
    Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units,
or Other Rights
That Have Not
Vested
(#)
    Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units,
or Other
Rights That
Have Not
Vested
($)(2)
M. Begor   62,246   0   0   112.46   5/4/28                
    88,919   0   0   112.46   5/4/28                
    63,597   0   0   127.37   2/22/25                
    76,895   0   0   138.45   2/22/25                
    92,712   0   0   149.53   2/22/25                
    44,321   0   0   175.48   2/21/26                
    55,919   0   0   191.44   2/21/26                
    0   26,751   0   194.91   2/12/28                
    0   30,596   0   212.63   2/12/28                
    0   17,522   0   247.50   2/11/29                
    0   19,652   0   270.00   2/11/29                
    0   43,440   0   229.80   7/29/30                
    0   48,281   0   250.69   7/29/30                
    0   18,346   0   247.39   2/10/31              
    0   16,580   0   226.78   2/10/31            
                        11,651 (3)  2,881,176        
                        9,114 (3)  2,253,801        
                        24,205 (3)  5,985,654        
                        9,869 (3)  2,440,505        
                                39,822 (8)  9,847,582
                                15,756 (9)  3,896,301
                                7,775 (10)  1,922,680
                                25,228 (11)  6,238,632
                                16,861 (12)  4,169,557
                                122,854 (13)  30,380,566
J. Gamble   10,385   0   0   129.93   2/16/27                
    11,128   0   0   121.35   3/5/28                
    16,196   0   0   123.49   7/27/28                
    16,512       0   127.37   2/22/25                
    19,965   0   0   138.45   2/22/25                
    24,069   0   0   149.53   2/22/25                
    8,208   0   0   175.48   2/21/26                
    10,355   0   0   191.44   2/21/26                
    6,584   3,293   0   177.19   2/12/31                
    4,811   9,627   0   225.00   2/11/32                
    0   15,465   0   206.16   2/10/33                
                        2,523 (4)  623,913        
                        3,666 (4)  906,565        
                        4,886 (4)  1,208,259   5,750 (8)  1,421,918
                                4,225 (9)  1,044,800

 

Equifax Inc.     |      2024 Proxy Statement 81
 
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    Option Awards   Stock Awards
Name     Number of
Securities
Underlying
Unexercised
Options
Exercisable
  (#)
    Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)
(#)
    Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
    Option
Exercise
Price
($)
    Option
Expiration
Date
    Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
    Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(2)
    Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units,
or Other Rights
That Have Not
Vested
(#)
    Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units,
or Other
Rights That
Have Not
Vested
($)(2)
                                5,750 (8)  1,421,918
                                4,225 (9)  1,044,800
                                2,085 (10)  515,476
                                8,326 (11)  2,058,937
                                5,564 (12)  1,375,922
T. Horvath   0   13,196   0   205.39   5/1/33                
                        9,789 (5)  2,420,722        
                        4,160 (5)  1,028,726        
                                16,654 (11)  4,118,368
                                7,078 (11)  1,750,319
                                4,731 (12)  1,169,929
R. Ploder   14,788   0   0   138.45   2/22/25                
    17,831   0   0   149.53   2/22/25                
    6,019   0   0   175.48   2/21/26                
    7,594   0   0   191.44   2/21/26                
    5,645   2,823   0   177.19   2/12/31                
    4,441   8,886   0   225.00   2/11/32                
    0   13,530   0   206.16   2/10/33                
                        2,162 (6)  534,641        
                        3,384 (6)  836,829        
                        4,275 (6)  1,057,165        
                                4,928 (8)  1,218,645
                                3,900 (9)  964,431
                                1,924 (10)  475,786
                                7,286 (11)  1,801,755
                                4,869 (12)  1,204,055
B. Koehler   7,289   0   0   123.49   7/27/28                
    11,007   0   0   127.37   2/22/25                
    13,310   0   0   138.45   2/22/25                
    16,047   0   0   149.53   2/22/25                
    5,472   0   0   175.48   2/21/26                
    6,904   0   0   191.44   2/21/26                
    4,515   2,258   0   177.19   2/12/31                
    4,144   8,294   0   225.00   2/11/32                
    0   12,761   0   206.16   2/10/33                
                        1,730 (7)  427,812        
                        1,359 (7)  336,067        
                        3,159 (7)  781,189        
                                3,943 (8)  975,064
                                3,640 (9)  900,136
                                1,796 (10)  444,133
                                6,868 (11)  1,698,388
                                4,590 (12)  1,135,061

 

Equifax Inc.     |      2024 Proxy Statement 82
 
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(1) Options granted in 2021 to Messrs. Gamble, Ploder and Koehler vest one-third annually over three years following the grant date. Options granted in 2021 to Mr. Begor vest on December 31, 2025. Options granted in 2022 for Messrs. Gamble, Ploder and Koehler vest one-third annually over three years following the grant date. Options granted in 2022 to Mr. Begor vest on December 31, 2025. Options granted in 2023 for Messrs. Gamble, Ploder, Horvath and Koehler vest one-third annually over three years following the grant date. Options granted in 2023 to Mr. Begor vest on February 10, 2026.
(2) Based on the closing price of Equifax common stock ($247.29) on December 29, 2023.
(3) RSUs vest on February 12, 2024 (11,651), February 11, 2025 (9,114), December 31, 2025 (24,205) and February 10, 2026 (9,869).
(4) RSUs vest on February 12, 2024 (2,523), February 11, 2025 (3,666) and February 10