UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 the appropriate box):
	No fee required.
	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1) Title of each class of securities to which transaction applies:
	(2) Aggregate number of securities to which transaction applies:
	(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4) Proposed maximum aggregate value of transaction:
	(5) Total fee paid:
	Fee paid previously with preliminary materials.
	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1) Amount Previously Paid:
	(2) Form, Schedule or Registration Statement No.:
	(3) Filing Party:
	(4) Date Filed:

1550 Peachtree Street, N.W.
Atlanta, Georgia 30309
www.equifax.com

Dear Fellow Shareholder:

Dear Shareholders:First and foremost, I want to thank you for your continued investment in Equifax. The past year has been one of the most important in our company’s history. Your Board of Directors and management team have been intensely focused on implementing meaningful changes to our data security systems, technology platforms and risk management processes, in an effort to strengthen our culture, underpin our business strategy and rebuild our relationships with consumers, customers, shareholders and other stakeholders.

Together withAs part of this transformational journey, we made important changes to our leadership team. We appointed Mark Begor as Chief Executive Officer to lead our company on the Equifax management team, we are focused on enhancing financial value, driving operationalpath back to growth and advancingmarket leadership. Mark has established a “tone at the intereststop” for the organization, which prioritizes data security and risk management while maintaining a vital focus on consumers and our customers. We also hired experienced leaders to fill key roles, including our Chief Information Security Officer, Chief Technology Officer, President of U.S. Information Solutions and Senior Vice President of Enterprise Risk and Compliance.

At the Board level, we remain committed to robust governance and responsible oversight. Following our 2018 Annual Meeting, we evaluated the voting results and took a number of actions designed to further enhance the effectiveness of our shareholders. We are pleasedoversight. Among other things, we refreshed the composition of our Audit and Technology Committees, increased the Board’s exposure to, update you on the significant financial, operational and governance actionsparticipation in, security training and shareholder outreach efforts undertaken over the last year.crisis management planning, and oversaw an annual third party assessment of our security program. Most recently, we appointed Heather Wilson, Chief Data Scientist of L Brands, Inc., to our Board and Technology Committee. Heather brings expertise in data, analytics and risk management; these core competencies closely align with our business strategy and its associated risks.

Financial Highlights

UnderIn my role as Independent Chairman, I have continued to engage directly with our shareholders in an effort to be transparent about our continued progress and actions taken following the leadership of our CEO, Rick Smith, Equifax has achieved outstanding growth and performance since September 2005, including total shareholder returns 103% greater than the S&P 500 Index shareholder return and market capitalization growth from $4.3 billion to $15.7 billion. We produced record results in 2016, enabling us to make significant investments to secure future growth while delivering outstanding shareholder returns.2017 cybersecurity incident. During the past year, we completed the largest acquisition inconducted one-on-one engagement with holders of approximately 57% of our history, developed and delivered powerful new analytical insights and expanded our global presence. We also returned significant capital to our shareholders through a total of $157.6 million in dividends. Together, our Board, executive management and all other Equifax team members are building a company that is positioned for future growth and continued profitability.outstanding shares.

Shareholder Engagement and Corporate Governance

Pursuant to our Board-directed shareholder engagement program, we are engaged in thoughtful and constructive dialogue with a significant portion of our shareholder base. InteractionsOur interactions with investors have provided us with valuable feedback on our Board composition, risk management, human capital management, corporate governance and executive compensation, practices over the past year. During the past year, senior management connected with approximately 60% ofamong other topics. We value our shareholder base, including the majority ofshareholders and will continue to evaluate and integrate investor feedback into our top 50 shareholders. Below are just a fewBoard discussions and business decisions.

On behalf of the areas we focusedBoard, I invite you to attend our 2019 Annual Meeting of Shareholders, which will be held on as partMay 2, 2019 at 9:30 a.m., Central Time, at our Equifax Workforce Solutions headquarters located at 11432 Lackland Road, St. Louis, Missouri, 63146. A notice of our commitment to our Companythe meeting and our shareholders.2019 Proxy Statement containing important information about the matters to be voted upon and instructions on how to vote your shares follow this letter.

1550 Peachtree Street, N.W.

Atlanta, Georgia 30309

Proxies in the form furnished are being solicited by the Board of Directors of Equifax Inc. for this meeting.

YOUR VOTE IS VERY IMPORTANTIMPORTANT.. 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.

This year we will again seek to conserve natural resources and reduce costs by electronically disseminating annual meeting materials, as permitted by the Securities and Exchange Commission (“SEC”). Unless otherwise requested, shareholders will receive a Notice of Internet Availability of Proxy Materials with instructions for accessing these materials via the Internet. You can also receive, upon request, a copy of the proxy materials by mail if you prefer. All shareholders who have previously requested paper copies of our proxy materials will continue to receive a paper copy of the proxy materials by mail. Proxy materials or a Notice of Internet Availability were first sentmade available to shareholders beginning on March 24, 2017.22, 2019.

By order of the Board of Directors,

John J. Kelley IIILisa M. Stockard

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 2, 2019. The Notice, Proxy Statement and Annual Report to are available atwww.proxyvote.com.

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
	VIA THE INTERNET Visit the website listed on your proxy card		BY MAIL Sign, date and return your proxy card in the enclosed envelope
	BY TELEPHONE		IN PERSON
	Call the telephone number on your proxy card			IN PERSON Attend the Annual Meeting and vote in person

Table of Contents

EQUIFAX INC. - 20172019 Proxy Statement53

PROXY SUMMARY

 

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

 

2016 Performance HighlightsEquifax 2019 Annual Meeting Information

 

Revenue: $3.1 billion, an 18% increase from 2015Date

Net income: $488.8 million, a 14% increase from 2015

Adjusted EPS:(1) $5.52, a 23% increase from 2015

Dividend payments to shareholders: $157.6 million, a 14% increase from 2015

Adjusted EBITDA margin:(1) 35.8%, an increase of 110 basis points from 2015

Exceptional Long-Term Performance

Since Rick Smith joined the Company in September 2005 as our Chairman and CEO, he has driven exceptional financial performance and created significant shareholder value. Market capitalization of $15.7 billion at the end of February 2017 was 3.7 times the Company’s $4.3 billion market capitalization at the end of September 2005, and total shareholder return for the Company over this period was 294%, compared to 145% for the S&P 500 Index. A $100 investment made on September 30, 2005 in Equifax stock would be worth approximately $375 as of February 28, 2017, whereas the same investment in the S&P 500 Index would be worth approximately $192. The leadership and vision Mr. Smith has brought to the Company is particularly evident in our growth over the last five years:

•	10.7% compounded annual growth rate (CAGR) in operating revenue from continuing operations;May 2, 2019
•Time	16.1% CAGR in net income from continuing operations;9:30 a.m., Central Time
•Place	17.0% CAGR in Adjusted EPS from continuing operations; and
•	15.6% CAGR in annual dividend payments.Equifax Workforce Solutions, 11432 Lackland Road, St. Louis, Missouri 63146

 

Items for Vote			Board Voting Recommendation
1	Election of 10 directors		Operating Revenue from Continuing OperationsFOR ALL NOMINEES
2	Advisory vote to approve named executive officer compensation (Say on Pay)		FOR
3	Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for 2019		FOR

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

Voting and Admission Information

Voting. Holders of our common stock as of the record date, March 1, 2019, are entitled to notice of and to vote at our 2019 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 2019 Annual Meeting. Even if you plan to attend our 2019 Annual Meeting in person, please cast your vote as soon as possible.

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
	VIA THE INTERNET Visit the website listed on your proxy card			Net Income from Continuing OperationsBY MAIL Sign, date and return your proxy card in the enclosed envelope
Adjusted EPS from Continuing Operations(1)BY TELEPHONE Call the telephone number on your proxy card			IN PERSON Attend the Annual Dividend PaymentsMeeting and vote in person

Admission. Equifax shareholders as of the record date are entitled to attend the 2019 Annual Meeting. To attend, shareholders must present proof of stock ownership and a valid photo ID. Please review the admission procedures in this Proxy Statement under“Questions and Answers about the Annual Meeting.”

EQUIFAX INC. -2019 Proxy Statement4

Back to Contents

Our Company

 

(1)	Adjusted EPS and Adjusted EBITDA margin are non-GAAP financial measures. Reconciliation to the corresponding GAAP financial measures can be found under “GAAP/Non-GAAP Measures” on the Investor Relations page of our website atwww.equifax.com.

Overview

 

Equifax Inc. is a global data, analytics and technology company. We use unique data, innovative analytics, technology and industry expertise to power organizations and individuals around the world by transforming knowledge into insights that help make more informed business and personal decisions. We operate or have investments in 24 countries in North America, Central and South America, Europe and the Asia Pacific region, and employ approximately 11,000 employees worldwide.

We understand that credit reporting agencies like Equifax have an important responsibility to protect the personal data we hold, to provide accurate information to financial institutions making important risk decisions and to facilitate greater access to credit for consumers. We recognize the disruption and impact that the 2017 cybersecurity incident caused for consumers and our customers and feel a strong duty to ensure that the financial ecosystem is functioning in a way that benefits consumers, safeguards their personal data and is fueled by accurate and complete information.

EFX2020 Strategy

Since his appointment in April 2018, our Chief Executive Officer, Mark Begor, has been leading Equifax through a significant transformation, including the investment of substantial resources to achieve our vision of becoming a trusted global leader in data, advanced analytics and technology. In February 2019, we outlined the key strategic initiatives that comprise EFX2020, our multi-year business transformation strategy. This strategy is designed to help focus our efforts on the following imperatives:

Our business strategy is described in more detail in our 2018 Annual Report on Form 10-K filed with the SEC on February 21, 2019.

EQUIFAX INC. - 20172019 Proxy Statement5

Update on Key Business Initiatives

We operate in many markets around the globe but are committed to operating as “One Equifax,” a single organization with the same goals and values across all of our locations. Under the leadership of our CEO and with oversight by our Board, we are focused on a culture ofsecurity, technology, risk managementandinvestment in our employees. In addition, we are making meaningful changes to become a moreconsumer-friendlycredit bureau. Through this commitment to culture, we are able to drive business growth, create solutions for our customers and continuously improve the lives of consumers. Our key achievements in each of these areas are described below.

FOCUS ON SECURITY • Data is at the core of our business and our highest priority is protecting and safeguarding the information with which we have been entrusted • In 2018, we launched a multi-year initiative to transform our security processes, technology and infrastructure: –  Appointed seasoned security expert Jamil Farshchi as our new Chief Information Security Officer, reporting directly to the CEO –  Established a “security-first” culture, including in-depth training for our employees and our Board –  Added a significant number of new team members to our security organization –  Added a cybersecurity performance measure under our annual bonus plan –  Developed a cyber audit framework for the Board to more effectively assess and address cybersecurity issues –  Evaluated the maturity of our security program, as determined by a third party assessor that measured our progress toward goals we established by reference to the NIST security framework, a voluntary framework consisting of standards, guidelines and best practices to manage security-related risk –  Achieved our 2018 goals for security program improvements, which directly correspond to the new cybersecurity performance measure added to the 2018 annual bonus plan

FOCUS ON TECHNOLOGY •   In 2018, we began a multi-year technology transformation plan that represents the largest investment program in Equifax history, with the complete focus of the entire leadership team on rebuilding our technology infrastructure, accelerating our migration to a public cloud environment, employing virtual private cloud deployment techniques, and rationalizing and rebuilding our application portfolio using cloud-focused services: –  Appointed experienced leader Bryson Koehler as our new Chief Technology Officer, reporting directly to the CEO –  Refreshed over half of the technology leadership team to include top talent from market-leading technology organizations –  Hired approximately 1,000 new technology department employees, many of whom have experience with cloud technology –  Initiated a cloud and data migration of our data and systems, bringing us closer to our goal of leading our industry in data and technology security capabilities •   In February 2019, we appointed Heather Wilson, Chief Data Scientist of L Brands, Inc., as a new independent director and a member of the Technology Committee; she brings deep knowledge of data science and its impact on business transformation across several industries that will benefit our Board, our Company and our customers

EQUIFAX INC. - 2019 Proxy Statement    6

Total Shareholder Return
at Feb. 28, 2017
(indexed at 100 as of Sept. 30, 2005)

Investment and Innovation For Long-Term, Sustainable Growth

2016 was a remarkable year for our Company and our shareholders. We exceeded expectations and delivered strong, profitable growth and shareholder returns across the vast majority of our geographies. Our business units and corporate centers of excellence contributed to these outstanding results by consistently executing on strategic initiatives and leveraging our position on a global scale. Among other achievements, we acquired and integrated Veda Group Limited—the largest acquisition in company history—positioning us for growth in the Asia Pacific geography and further broadening our global presence in important growth markets. We also executed on our strategy to invest in our talent base, growing our Company by 16.5% to approximately 9,500 employees worldwide.

The Company is well positioned for a strong 2017 and beyond. We remain dedicated to the five strategic imperatives that have underpinned our success over the past decade and allowed us to globalize fundamental management disciplines and facilitate greater linkage between our strategy and execution. This operational scale will increase our capacity to continue investing in initiatives to drive innovation and growth. With a compelling vision, dedication to operational excellence and strong commitment to our shareholders, we are uniquely positioned to create unparalleled analytical insights, which will drive our delivery of long-term, sustainable growth.

Shareholder Engagement Actions

Continued delivery of sustainable, long-term value to our shareholders requires regular engagement with our investors. In 2016, we conducted investor outreach meetings with shareholders representing approximately 60% of our shares, during which we discussed corporate governance, executive compensation and other issues. Our investors’ comments are reviewed and considered by our Governance and Compensation Committees, as well as the full Board.

ENHANCED RISK MANAGEMENT PROCESSES •   Our Board and CEO have reinforced our “tone at the top” and focus on risk management, and have been instrumental in making meaningful progress in rebuilding trust and credibility with consumers and our customers –  The addition of a cybersecurity performance measure under our annual bonus plan reinforces these cultural changes by further aligning our executives’ incentives with progress against our security program goals •   In an effort to strengthen our enterprise risk management program, we have implemented a new Enterprise Risk Management (“ERM”) framework, based on the “three lines of defense” model for establishing effective checks and balances •   Established a new Risk Office, with a direct line of communication to the Board, to enhance and coordinate the second line of defense under our updated ERM framework –  Appointed a new SVP for Enterprise Risk and Compliance, Kent Lindner, who leads the Risk Office and meets regularly with the Board, the Audit Committee and the Technology Committee –  Created an ERM team within the Risk Office to develop, enhance, deploy and manage risk program elements •   Key elements of our ERM program include: –  Enhancements to our enterprise risk framework, including components and coordination –  Risk data aggregation and reporting, creating unified risk and issue capture, analysis and reporting –  Promoting a risk culture, including coordinated training, communication and evaluation plans •   The technology and security transformation activities described above will continue to be fundamental to our enhanced risk management by ensuring disciplined and coordinated coverage of technology and security risks

 

•		IMPROVEMENTS FOR CONSUMERS AND IMPACT ON OUR COMMUNITY •   Since 2017, we have invested substantial resources on services to assist consumers and improve the consumer experience: Board Diversity. Our shareholders expressed general support of–  Made our corporate governance practicesTrustedID®Premier service, an identity theft protection and credit file monitoring product, available for free to all U.S. consumers for twelve months and later extended the free credit file monitoring services, through another provider, for an additional twelve months for impacted U.S. consumers –  Launched our Lock & Alert™ service that allows U.S. consumers to quickly lock and unlock their Equifax credit file, online or through an app—for free, for life •   We have made, and continue to make, improvements in our engagement discussions,call centers and also highlightedconsumer-facing portals to ensure that we are consumer-friendly at every touchpoint: –  Expanded call center hours, improved phone systems, reduced time to answer calls and improved the importance of a diverse board of directors. The Board believes that diversity of experiences, gender, ethnicityway in which we greet consumers –  Committed to invest over $50 million in our consumer-facing portals and age plays a pivotal role in constructing an effective leadership structure,service centers to enhance consumer experience •   We have made investments to support efforts to facilitate financial well-being and is committed to considering these factors as it contemplates future director candidates. Consistent with this belief,financial inclusion for individuals, families and small businesses around the Governance Committee seeks to evaluate a diverse pool of candidates when selecting a new director. In November 2016, we elected Ms. Elane Stock to the Board.world: –
•	Board Refreshment. Our Board recognizes the importance of Board refreshment and succession planning and we have engaged with investors regularly on these topics. In view of the near-term scheduled retirement of three independent directors, the Governance Committee has implemented a strategy to effect a smooth transition of the Board, to fill the gaps in experience these vacancies may create, and to anticipate future needs for expertise and skill sets in new and emerging markets, technology, security and regulatory compliance, while also enhancing the diversity on our Board. Since 2013, we have appointed three new independent directors and decreased the average non-management tenure of our director nominees from 10.4 years to 8.8 years.
•	Proxy Access Bylaws. After thoughtful discussions with several of our shareholders during 2016 and prior years, we adopted a bylaw provision allowing shareholders to nominate directors and have such nominees included  Invested in the proxy statement. Our new proxy access bylaw provision enables a shareholder or group of upOn the Rise Financial Center in Atlanta, where we are headquartered, which collaborates with local credit unions to 20 shareholders who have held 3% of our stock for 3 years to nominate up to 20% of the Board.provide counseling and financial coaching –
•	Double-Trigger Change-in-Control Provisions.Following discussions  Provided consumers with shareholderseducational content and a review of our long-term incentive program, beginninginformation they needed following Hurricane Michael in 2017, equity awards to our NEOs will 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 or the acquirer fails to assume the awards. We already have double-trigger structures in place for other aspects of our compensation program.October 2018 –
•	Enhanced Oversight of Political Engagement.We understand that transparency and accountability with respect to political expenditures are important to certain of our shareholders. In early 2017, our Board adopted a political engagement policy regarding Company political activity, including corporate political expenditures. Under the oversight of our Governance Committee, we will disclose on our corporate website aggregate annual political contributions made directly  Assisted consumers impacted by the Company with corporate funds.federal government shutdown by offering them a free credit report service in February 2019

 

EQUIFAX INC. - 20172019 Proxy Statement7

ONE EQUIFAX TEAM – FOCUS ON HUMAN CAPITAL MANAGEMENT AND CORPORATE CULTURE •   As a global company, we operate in many markets around the world but are committed to operating as “One Equifax,” a single organization with the same goals and values across all of our locations: –  We foster a strong, engaged workplace that is centered around excellence in teamwork, technology, security, risk management and integrity –  Members of our Board interact with employees at different levels of management, both formally and informally, to better understand company culture and the employee operating environment –  Our CEO regularly engages with employees around the world through in-person town hall meetings, weekly email remarks and key stakeholder meetings –  We continue to enhance our robust training program for all employees, especially in the areas of security and compliance –  We also demonstrate the value of our employees through recognition programs, referral programs for new hires, employee satisfaction surveys, professional development programs and numerous other initiatives •   At Equifax, we attract top talent by providing opportunities to grow and lead within our company and regularly undertake talent initiatives to engage, develop and retain our top talent –  In 2018, we added more than 1,000 full-time technology and security professionals to our workforce to help us develop an industry-leading security organization •   Diversity and inclusion are important elements of our culture and workforce development and, in 2018, we continued to invest in our global women’s development initiatives

EQUIFAX INC. - 2019 Proxy Statement8

EQUIFAX INC. - 2019 Proxy Statement    9

Enhancements to Board Risk Oversight

Following the 2017 cybersecurity incident, our Board of Directors and management team have taken extensive steps designed to prevent this type of incident from happening again and to earn back the trust of consumers, customers, shareholders and other stakeholders. Key structural developments at the Board level include:

EQUIFAX INC. - 2019 Proxy Statement    10

Compensation Program Highlights and Key Changes for 2018 and 2019

Executive Compensation Philosophy

Compensation Program Changes

In late 2017 and early 2018, the Compensation Committee undertook a comprehensive review of our short- and long-term incentive compensation program and considered shareholder feedback when it made changes to the 2018 program. In February 2019, in connection with our recently-announced business transformation strategy, the Committee made changes to our long-term incentive program. The changes for 2018 and 2019 are outlined below:

EQUIFAX INC. - 2019 Proxy Statement    11

Compensation Best Practices

	Strong emphasis on performance-based compensation, with 85% of CEO pay considered “at-risk”		Enhanced compensation clawback policy with financial and reputational harm standard, including in supervisory capacity Double-trigger change-in-control cash severance benefits and vesting of equity awards Anti-hedging and -pledging policy for officers and directors Independent Compensation Committee advised by independent compensation consultant Meaningful share ownership requirements for senior officers No re-pricing of underwater stock options No income tax gross-ups other than for relocation or foreign tax expenses
	Mix of short-term and long-term incentives and performance metrics
	Added cybersecurity performance measure to 2018 and 2019 annual incentive plans
	Adopted a new change in control severance plan applicable to executive officers, including NEOs who previously had individual change in control agreements. This eliminated income tax gross-ups and reduced payments in connection with a change in control
	All stock options granted under 2019 long-term incentive program are premium-priced
	Capped annual and long-term performance-based awards

Corporate Governance Highlights

Independent Board	•	•   109 of our 1110 director nominees are independent.
Gender Diversity		•   2 of our 11 director nominees are female.independent
Board Refreshment	•	•The Governance Committee has establishedimplemented a succession plan with the assistance of an independentexecutive search consultant to identify highly-qualified and diverse director candidates to replace threeindependent directors who aretaking into account scheduled to retire inretirements
		Since October 2017, and 2018. •   In 2016, pursuant to this succession plan, the Board elected twoappointed three new independent directors—Ms. ElaneStockdirectors with expertise and Mr. Thomas Hough—reflectingskill sets in executive management, cybersecurity, technology and data and analytics, while also enhancing the gender diversity of gender, skills, experiencethe Board
	•	The Board periodically engages an independent consultant to facilitate its annual Board and background. TheGovernancecommittee self-evaluation process
	•	The Governance Committee will continue its ongoing succession planning in 20172019 to identify an additionalqualifiedadditional highly-qualified and diverse director candidate. candidates
	•	Upon election of the Board’s nominees at the 2019 Annual Meeting, the average non-management directortenureindependent director tenure will be 8.8 years.5.4 years
Separated Chair and CEO Roles, with Independent Chairman	•	In September 2017, we separated the roles of CEO and Chairman, and Mark Feidler was appointed to serve as Independent Chairman of the Board
	•	Mr. Feidler will continue to serve as Independent Chairman
Independent PresidingBoard DiversityDirector		•   Our independent directors elect30% of our Presiding Director. In May 2016, Mark L. Feidler was elected to serveas Presiding Director in the place of L. Phillip Humann. •   Our Presiding Director has broad powers including: –  advising the Chairman and CEO of decisions reached, and suggestions made, at the executive sessionof the non-management directors; –  calling meetings of the non-management directors and approving agendas; –  facilitating communication between the non-employee directors and the Chairman and CEO; –  meeting directly with management and non-management employees of the Company; and –  being available for consultation and direct communication with shareholders, as appropriate. Board members are women
Annual Board LeadershipEvaluation and SuccessionPlanningSuccession Planning	•	•The Board annually reviews the leadership structure to determine whether a combined Chairman andCEOand CEO role or separate roles areis in the best interests of shareholders.shareholders
	•	•The Board annually evaluates the CEO’s performance. •   The Board annuallyperformance and conducts a rigorous review and assessment of the succession planning process forthefor the CEO and other top officers.officers
Annual Director Election	•	•Each director is elected on an annual basis.basis
Limits on Outside BoardService	•	•Outside directors are limited to service on four other public company boards and our CEO is limited totwo other public company boards. •   Currently, no director serves on more thanto two other public company boards and our CEO does notserve on any other public company boards.
Director and Executive Stock Ownership	•	•Each independent director is required to own Equifax common stock with a market value of at least five times his orheror her annual cash retainer. New directors have five years to achieve the ownership requirements
	Stock Hedging•	Our CEO andPledging Policies		•   Our insider trading policy bars our directors, officers and employees from owning financial instruments orparticipating in investment strategies that hedge the economic risk of owning Equifax stock. •   We prohibitother senior executive officers are required to own Equifax common stock with a market value of at least six and directors from pledging Equifax securities as collateral for loans(including margin loans).
Proxy Access Bylaws		•   In early 2017, our Board adopted a proxy access bylaw provision that allows shareholders meetingcertain requirements to nominate directors and have such nominees included in the proxy statement—commonly referred to as “proxy access.”
No “Poison Pill”		•   We do not have a “poison pill” plan in place.
Enterprise RiskManagement		•   We have a rigorous enterprise risk management program targeting controls over operational, financial,legal/regulatory compliance, reputational, technology, privacy, data security, strategic and other risksthat could adversely affect our business. The program also includes crisis management and businesscontinuity planning. See “How We Manage Risk” and “Board Risk Oversight” on page 21.
Enhanced PoliticalEngagement Oversight		•   In early 2017, our Board adopted a political engagement policy regarding Company political activity,including corporate political expenditures. The Governance Committee has oversight authority pursuantto this new policy. •   We disclose aggregate annual political contributions made directly by the Company with corporate fundson our corporate website. three times their base salary, respectively, within five years of assuming their respective positions

EQUIFAX INC. - 20172019 Proxy Statement812

What am I voting on and what are the Board’s voting recommendations?

Rigorous Trading Policyand Protocols		We enhanced our risk escalation processes to support rapid escalation and internal notification of potentially significant events, such as a potential data breach, including the impact of such events on our decision of whether to halt trading under the insider trading policy
				Board Voting–		Page ReferenceWe also broadened the group of employees subject to pre-clearance to include employees below the senior leadership team level
Agenda Item				Recommendation–		(for more detail)These refinements made to our trading policy and risk escalation notification procedures ensure that those with decision-making authority on trading restrictions and pre-clearance requests have notice of any potential security incident
Proposal 1	•	Our insider trading policy prohibits our directors, officers and employees from owning financial instruments or participating in investment strategies that hedge the economic risk of owning Equifax stock
	Election of 11 Director Nominees•		FOR EACH NOMINEE		12We prohibit executive officers and directors from pledging Equifax securities as collateral for loans (including margin loans)
Proposal 2 Proxy Access Bylaws	•	Advisory VoteOur bylaws include a proxy access provision that allows shareholders meeting certain requirements to Approve Named Executive Officer Compensation		FOR		23nominate directors and have such nominees included in the proxy statement
Proposal 3No “Poison Pill”	•	Advisory Vote on Frequency of Future Say-on-Pay Votes		ANNUAL VOTE		58We do not have a stockholder rights plan, or “poison pill,” in place
Proposal 4Oversight of PoliticalContributions andLobbying Activities	•	Our Governance Committee has oversight authority regarding Company political activity (including corporate political expenditures) pursuant to our political engagement policy
	•	We disclose aggregate annual political contributions made directly by the Company with corporate funds on our website
	Ratification	In March 2019, we revised our political engagement policy to specifically address lobbying activities and our Governance Committee’s oversight of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for 2017		FOR		60
Proposal 5		Shareholder Proposal Regarding Political Contributions Disclosure		AGAINST		61such activities

 

Proposal 1 — Election of 11EQUIFAX INC. - 2019 Proxy Statement    13

Back to Contents

Our Director Nominees

 

TheOur Board is askingrecommends that you to electvoteFOReach of the 11director nominees for director named below for terms that expire at the 2018 annual meeting. The directors will be elected by a majority vote.2020 Annual Meeting. This year’s Board nominees include twoour new directors—Ms. Elane Stock, retired Group President, Kimberly-Clark International, and Mr. Thomas Hough, retired Americas Vice Chair, Ernst & Young LLP. These additions to our Board reflect our ongoing board refreshment strategy and further strengthen and diversifyindependent director, Heather Wilson, the skills and experiences the Board will rely on to lead the Company toward future growth.Chief Data Scientist of L. Brands, Inc. The following table provides summary information about each nominee, and you can find additional information under “Proposal“Proposal 1,Election of 11 Director NomineesNominees”” on page 12.15.

 

Name		Age		Occupation		Independent		Board Committees
Robert D. Daleo		67		Retired Vice Chairman of Thomson Reuters				Audit (Chair) Compensation Executive
Walter W. Driver, Jr.		71		Chairman–Southeast of Goldman, Sachs & Co.				Governance
Mark L. Feidler		60		Founding Partner of MSouth Equity Partners				Executive (Chair) Technology
MARK W. BEGOR Chief Executive Officer of Equifax Inc. Age: 60 Director since2018	MARK L. FEIDLER G. Thomas HoughIndependent Chairman Founding Partner of MSouth Equity Partners Age: 62 Director since2007 Committees: Compensation, Governance		62		G. THOMAS HOUGH Retired Americas Vice Chair of Ernst & Young LLP Age: 64 Director since2016 Committees: Audit (Chair)				Audit ROBERT D. MARCUS Former Chairman and Technology
Chief Executive Officer of Time Warner Cable Inc. Age: 53 Director since2013 L. Phillip HumannCommittees:		71		Retired Executive Chairman of the Board of SunTrust Banks, Inc.				Compensation (Chair) Executive , Governance
Robert D. Marcus		51		Non-Executive Chairman of Ocelot Partners Limited				Compensation Governance
Siri SIRI S. Marshall		68		MARSHALL Retired Senior Vice President,SVP, General Counsel Secretary and Chief Governance and& Compliance Officer of General Mills, Inc. Age: 70 Director since2006 Committees: Compensation, Governance (Chair)
				Compensation Executive Governance (Chair)
John A. McKinley
		59
SCOTT A. MCGREGOR Former President and Chief Executive Officer of Broadcom Corporation Age: 62 Director since2017 Committees: Audit, Technology	JOHN A. MCKINLEY Chief Executive Officer of SaferAging, Inc. and Co-Founder of Launchbox LaunchBox Digital				Age: 61 Director since2008 Committees: Audit, Executive Technology (Chair)
Richard F. Smith		57		Chairman ROBERT W. SELANDER Former President and Chief Executive Officer of Equifax Inc.Mastercard Incorporated and Mastercard International Age: 68 Director since2018 Committees: Compensation, Technology				None
Elane ELANE B. Stock		52		RetiredSTOCK Former Group President of Kimberly-Clark International Age: 54 Director since2017 Committees: Audit, Governance				Technology
HEATHER H. WILSON Chief Data Scientist of L Brands, Inc. Age: 47 Director sinceFeb. 2019 Mark B. TempletonCommittees:		64		Retired Chief Executive Officer, President and Director of Citrix Systems, Inc.				Compensation Technology

 

= Presiding Director

 

EQUIFAX INC. - 20172019 Proxy Statement9

EQUIFAX INC. - 2017 Proxy Statement10

EQUIFAX INC. - 2017 Proxy Statement1114

PROPOSALS TO BE VOTED ON

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 1110 nominees for election listed below have consented to being named in this Proxy Statement and to serve if elected. This year’s nominees include twoone new directors, Ms. Elane Stock and Mr. Thomas Hough.independent director, Heather Wilson, Chief Data Scientist of L Brands, Inc. 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 2016. In addition, each nominee2018. All of the director nominees then serving attended the 2016 annual meeting of shareholders and was re-elected at such meeting.2018 Annual Meeting.

Our directorsdirector nominees have a variety of backgrounds, which reflects the Board’s continuing objective to achieve a diversity of perspective, experience, knowledge, ethnicity and gender. As more fully discussed under “Director Membership Criteria and Nomination Processes” on page 20,24, 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. Presented below is biographical information for each of the nominees.

THE BOARD RECOMMENDS A VOTE “FOR” “FOR”THE ELECTION OF EACH NOMINEE LISTED BELOW.

Our Director Nominees

ROBERT D. DALEO	MARK W. BEGOR
	Director since 20062018 Age 6760 Independent Audit Committee (Chair) Compensation Committee Chief Executive CommitteeOfficer		Retired Vice Chairman of Thomson Reuters,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 providerprivate 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 integrated information solutions to businessoperating and professional customers.financial roles. During his career at GE, Mr. Daleo was Executive ViceBegor served in a variety of roles leading multibillion dollar units of the company, including President and Chief Financial OfficerCEO of Thomson Reuters or its predecessorsGE Energy Management from 1997 through 2011, Vice Chairman2014 to 2016, President and CEO of GE Capital Real Estate from 2011 until his retirement in December 2012,to 2014, and a memberPresident and CEO of The ThomsonGE Capital Retail Finance (Synchrony Financial) from 2002 to 2011. Mr. Begor served on the Fair Isaac Corporation (FICO) board of directors from 20012016 to April 2008. From 1994 to 1997, Mr. Daleo served in senior operations, planning, finance and business development positions with Thomson Reuters. Other Public Directorships •  Citrix Systems, Inc. 2018.
	Overview of Board Qualifications   Mr. Daleo has developed extensive financial accounting and corporate finance expertise through his experienceThe Board believes that it is important to have the Company’s Chief Executive Officer also serve as chief financial officer of a large multinational company.director. The Board values Mr. Begor’s broad depth of leadership experience, including 35 years at General Electric, and his leadershipproven track record of growing and risk assessment skills which are important to our efforts to expand our global information solutions business, data acquisitions and marketing to banks and other financial institutions. Mr. Daleo also has public company board experience.strengthening businesses.

WALTER W. DRIVER, JR.
	Director since 2007 Age 71 Independent Governance Committee		Chairman–Southeast of Goldman, Sachs & Co., a global investment banking, securities and investment management firm, since January 2006. He also serves on the Goldman Sachs Board of International Advisors. Prior to joining Goldman Sachs, Mr. Driver served as Chairman of King & Spalding LLP, an international law firm, from 1999 through 2005. Other Public Directorships •  Total System Services, Inc.
Overview of Board Qualifications Mr. Driver has extensive investment banking expertise in evaluating corporate acquisitions, strategies, operations and risks. The Board values his judgment, skills and experience in legal and regulatory matters gained through leadership of a major international law firm. Mr. Driver also has corporate governance experience and insight gained through his legal practice and public company directorships, including service on compensation and governance committees.

EQUIFAX INC. - 20172019 Proxy Statement1215

	MARK L. FEIDLER
	Director since 2007 Age 6062 Independent Presiding Director Executive Independent Chairman of the Board Compensation Committee (Chair) TechnologyGovernance Committee		Founding Partner of MSouth Equity Partners, a private equity firm based in Atlanta, since February 2007. Mr. Feidler was President and Chief Operating Officer and a director of BellSouth Corporation, a telecommunications company, from 2005 until January 2007. Mr. Feidler served as its Chief Staff Officer during 2004. From 2001 through 2003, Mr. Feidler was Chief Operating Officer of Cingular Wireless and served on the Board of Directors of Cingular from 2005 until January 2007.   Other Public Directorships   •New York Life Insurance Company (Lead Director)
	Overview of Board Qualifications   Mr. Feidler has extensive operating, financial, legal and regulatory experience through his prior position with a major regional telecommunications company, as well as expertise in private equity investments and acquisitions. This background is relevant to us as we market our products to companies in telecommunications and other vertical markets, while his private equity experience is relevant to our new product development, marketing and acquisition strategies. His public company operating experience and background in financial, accounting, technology and risk management are an important resource for our Board.

G. THOMAS HOUGH

	G. THOMAS HOUGH
		Director since 2016 Age 6264 Independent   Audit Committee Technology Committee (Chair)		Retired Americas Vice Chair of Ernst & Young LLP, an international public accounting firm. Based in New York, heHe was Vice Chair of Assurance Services of Ernst & Young from 2009 to July 2014, and Americas Vice Chair until his retirement in September 2014. Mr. Hough joined Ernst & Young in 1978 and became a partner in 1987. During his career at Ernst & Young, he led various teams across the firm, including serving as Vice Chair and Southeast Area Managing Partner from 2000 to 2009 and Vice Chair of Human Resources from 1996 to 2000.   Other Public Directorships   •Publix Super Markets, Inc. •  Federated Fund Family •  Haverty Furniture Companies, Inc.
Overview of Board Qualifications   Mr. Hough brings invaluable experience in audit, accounting, finance and corporate governance. His background in financial accounting and risk management, including leadership experience at a major international accounting firm, is of particular importance to our Board.

L. PHILLIP HUMANN
	ROBERT D. MARCUS
		Director since 19922013 Age 7153 Independent Compensation Committee (Chair) (Chair) Executive Committee Governance Committee		Retired Executive Chairman of the Board of SunTrust Banks, Inc., a multi-bank holding company. Mr. Humann was Executive Chairman of the Board of SunTrust Banks, Inc. from 2007 to April 2008; Chairman and Chief Executive Officer from 2004 through 2006; Chairman, President and Chief Executive Officer from 1998 to 2004; and President from 1991 to 1998. Other Public Directorships •  Coca-Cola Enterprises, Inc. (Presiding Director) •  Haverty Furniture Companies, Inc. (Lead Director)
Overview of Board Qualifications Mr. Humann has over 41 years of experience in the banking, mortgage and financial services industry. The Board highly values his experience and insights regarding how our customers use our services and products to manage their risk objectives. The Board also values his leadership skills and deep knowledge of our business and perspective gained from 25 years of service on our Board and at other public companies.

EQUIFAX INC. - 2017 Proxy Statement13

ROBERT D. MARCUS
	Director since 2013 Age 51 Independent Compensation Committee Governance Committee		Non-Executive Chairman of Ocelot Partners Limited, a special purpose acquisition company incorporated in the British Virgin Islands and listed on the London Stock Exchange, since March 2017. He wasFormer Chairman and Chief Executive Officer of Time Warner Cable Inc., a provider of video, high-speed data and voice services, from January 2014 tountil 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 of Time Warner Cable Inc. 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. He was named a director of Time Warner Cable Inc. in July 2013. From 1990 to 1997, he practiced law at Paul, Weiss, Rifkind, Wharton & Garrison. Other Public Directorships •  Ocean Outdoor Limited
Overview of Board Qualifications   Mr. Marcus has extensive operating, financial, legal and regulatory experience through his position with a major cable company,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 legal and regulatory matters are an important resource for our Board.

EQUIFAX INC. - 2019 Proxy Statement    16

	SIRI S. MARSHALL
	Director since 2006 Age 6870 Independent Compensation Committee Governance Committee (Chair) Compensation Committee Executive Committee		Retired Senior Vice President, General Counsel, Secretary and Chief Governance and Compliance Officer of General Mills, Inc., a global diversified foods maker and distributor, where she served in that position from 1994 until her retirement in January 2008. She is on the Board of Directors of Direct Relief and the Yale Law School Center for the Study of Corporate Law, and on the Board of Advisors of Manchester Capital Management, Inc. During the past five years, Ms. Marshall also served as a director of Ameriprise Financial, Inc., a diversified financial services company, Alphatec Holdings, Inc., a provider of spinal fusion technologies, BioHorizons, Inc., a dental implant and biologics company, and as a Distinguished Advisor to the Straus Institute for Dispute Resolution. In February 2011, Ms. Marshall received the Sandra Day O’Connor Board Excellence Award from DirectWomen. Other Public Directorships •  Ameriprise Financial, Inc.
Overview of Board Qualifications   Ms. Marshall’s over 13 years of executive experience at General Mills provides a valuable perspective on our organizational management, legal, compliance, regulatory and government affairs, consumer products business and corporate governance. The Board particularly values her broad experience with other public company boards, including formerly as a presiding director of a large financial institution, as well as her perspective and insight gained through her service on the executive, compensation and governance committees of other public companies and her leading role in corporate law and dispute resolution matters.

	SCOTT A. MCGREGOR
		Director since 2017 Age 62 Independent Audit Committee Technology Committee		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. Mr. McGregor served in various senior management positions of Santa Cruz Operations, Inc. from 1990 to 1997. Other Public Directorships •  Applied Materials, Inc.
Overview of Board Qualifications Mr. McGregor has extensive executive management, cybersecurity, information technology and risk management experience gained in over ten years as President and Chief Executive Officer of Broadcom and in senior positions at Royal Philips Electronics. This experience is particularly important to us as we continue to focus on strengthening our data security.

	JOHN A. MCKINLEY
	Director since 2008 Age 5961 Independent Audit Committee Technology Committee (Chair) Audit Committee Executive Committee		Chief Executive Officer of SaferAging, Inc., a senior care service provider based in Washington, D.C., and Co-founder of LaunchBox Digital, a venture capital firm in Washington, D.C. Mr. McKinley 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. These skills are 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 twelve years as a partner in Ernst & Young’s financial services technology practice, as well as his entrepreneurial insights.

EQUIFAX INC. - 20172019 Proxy Statement1417

RICHARD F. SMITH	ROBERT W. SELANDER
		Director since 2018 Age 68 Independent Compensation Committee Technology Committee
	Director since 2005 Age 57 Chairman		Chairman and Chief Executive Officer of Equifax since September 2005. Mr. Smith was Chief Operating Officer of GE Insurance Solutions from 2004 to August 2005; Former President and Chief Executive Officer of GE PropertyMastercard Incorporated and Casualty ReinsuranceMastercard International from 20031997 to 2004;2010. He joined Mastercard International Inc. in 1994, where he served as President of Mastercard’s Europe, Middle East, Africa and Canada regions until his appointment as President and Chief Executive OfficerOfficer. Prior to Mastercard, he spent 20 years with Citicorp/Citibank, N.A., where he held several leadership positions including managing parts of GE PropertyCitibank’s Consumer Financial Services business in the United States, Brazil, Puerto Rico and Casualty Reinsurance—Americas of GE Global Insurance Holdings Corp. from 2001 to 2003; and President and Chief Executive Officer of GE Capital Fleet Services from 1995 to 2000.the United Kingdom. Other Public Directorships •  HealthEquity, Inc. (Independent Chairman) •  The Western Union Company
Overview of Board Qualifications   As ChairmanMr. Selander has extensive global business, leadership and CEO,financial services experience gained in over 13 years as President and Chief Executive Officer of Mastercard Incorporated and Mastercard International and in senior positions at Citibank. Mr. Smith leads our senior management team and brings toSelander also has substantial board of director experience having served as a director of Mastercard Incorporated, Mastercard International, the Board extensive knowledge of theHartford Financial Services Group, Inc., The Western Union Company and its strategy gained through his demonstrated leadership and performance in all aspects of our business. The Board also values his management experience over a 22-year career at General Electric Co. in global leadership positions in insurance, asset management and financing.HealthEquity, Inc.

	ELANE B. STOCK
	Director since 2017 Age 5254 Independent Technology Audit Committee Governance Committee		RetiredFormer Group President of Kimberly-Clark International, a division of Kimberly-Clark Corporation, a leading global consumer products company. She served in that position from 2014 until her retirement in January 2017. From 2012 to 2014, Ms. Stock was the GroupGlobal President for Kimberly-Clark Professional, and from 2010 to 2012, she was the Chief Strategy Officer of Kimberly-Clark Corporation. Prior to Kimberly-Clark, Ms. Stock was the National Vice President of Strategy for the American Cancer Society from 2008 to 2010 and Regional Manager of Georgia Pacific’s (Koch Industries) Color-Box business from 2007 to 2008. From 1992 to 2001 and 2005 to 2007, she held progressive management positions at McKinsey & Company.Company, including managing partner of the Dublin, Ireland office.   Other Public Directorships   •  YUM! Brands, Inc. •  Reckitt Benckiser Group PLC
Overview of Board Qualifications   Ms. Stock brings extensive strategy, diversified operations and multi-national experience in leading global consumer and B2B businesses. Her expertise in branding, marketing, sales, strategic planning and international business development is particularly important as Equifax develops and markets new products and services for consumers and businesses across the world.

MARK B. TEMPLETON	HEATHER H. WILSON
		Director since 2019 Age 47 Independent Technology Committee
	DirectorChief data scientist of L Brands, Inc., an American fashion retailer, since 2008 Age 64 Independent Compensation Committee Technology Committee		Retired Chief Executive Officer, President and Director of Citrix Systems, Inc., a global software development firm. He2016. From 2012 to 2016, Ms. Wilson served as Chief Executive Officerchief data officer at American International Group, Inc. (AIG). From 2010 to 2012, she was chief data officer of Citrix Systems, Inc.Citigroup and Global Head of Decision Sciences. Prior thereto, Ms. Wilson was global head of innovation and advanced technology at Kaiser Permanente from 19992007 to 2015. Other Public Directorships •  Keysight Technologies, Inc. 2010.
Overview of Board Qualifications   The Board highly values Mr. Templeton’s operatingMs. Wilson’s technology experience, executive leadership and perspectiveexpertise in analytics, data science and artificial intelligence. Her technological insight, particularly her deep knowledge of data science and its impact on business strategy, operations, and business growth. His counsel and insight in technology opportunities, particularly in the development and global marketingtransformation across several industries, is of advanced technology products, has direct applicationtremendous value to our strategic emphasis on investmentcompany, our Board and our customers as we execute our multi-year technology transformation and implement our business imperatives. Ms. Wilson has also been a steady supporter of diversity, launching the Kaiser Permanente Women in new technology productsTechnology group, serving as an executive member of Citi4Women at Citigroup, founding the Global Women in Technology at AIG and global expansion.acting as executive sponsor of Girls Who Code.

EQUIFAX INC. - 20172019 Proxy Statement1518

Board Skills Matrix

The Board skills matrix below represents some of the key skills that our Board has identified as particularly valuable to the effective oversight of the Company and the execution of our strategy. This matrix highlights the depth and breadth of the skills on the Board.of our directors standing for election.

Experience, Expertise or Attribute Attribute

Daleo

DriverBegor

Feidler

HoughFeidler

Humann

MarcusHough

Marshall

McKinleyMarcus

Smith

StockMarshall

Templeton

McGregor

McKinley

Selander

Stock

Wilson

General ManagementExecutive Leadership & Business Operations

CEO Experience

CFO Experience

CTOCFO Experience

EFX Industry KnowledgeCTO Experience

Technology

Finance/Financial Industry

Accounting

Risk ManagementEFX Industry Knowledge

International BusinessTechnology/Cybersecurity

Strategy Development

Mergers & Acquisitions

Consumer Marketing

Legal/Regulatory

Finance/Financial Industry

Accounting

Risk Management

International Business

Strategy Development

Mergers & Acquisitions

Consumer Marketing

Legal/Regulatory

Corporate Governance

BOARD LEADERSHIP & CORPORATE GOVERNANCE

Equifax Corporate Governance

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

Investor engagement over the last several years has prompted review of and changes to our governance practices, and our Board remains committed to continuous improvement. See “Corporate Governance Highlights” on page 8pages 12-13 for a summary of our key governance practices, including a descriptionpractices. In addition, following our 2018 Annual Meeting, we conducted investor outreach meetings with shareholders representing approximately 57% of our new proxy access bylaw provisionshares. Our Independent Chairman, Mark Feidler, participated in one-on-one investor meetings, during which we discussed a number of business and recent enhancementsgovernance-related topics, including Board refreshment and skill sets, company culture and cultural changes, risk oversight, human capital management, executive compensation and corporate governance. Those conversations provided valuable insight that has informed the Board’s decision-making on several of the improvements to our oversight of political engagement activities.corporate governance described in this Proxy Statement.

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 the Board’s Mission Statement andGovernance Guidelines, on Significant Corporate Governance Issues (the “Governance Guidelines”), our Board committee charters and our codesCode of ethicsEthics and business conductBusiness Conduct applicable to our directors, officers and employees, are available at https://www.equifax.www.equifax.com/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. These codes provideThe 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 in all that we do. There were no waivers from any provisions of our codes or amendments applicable to any Board member or executive officer in 2016.

EQUIFAX INC. - 20172019 Proxy Statement    1619

Board Leadership Structure

The Board annually reviews its leadership structure.structure, and our governance documents provide the Board with the flexibility to select the appropriate leadership structure for us at any given time. In prior years, the roles of Chairman and CEO were combined. However, after the 2017 cybersecurity incident, and simultaneous with the appointment of our interim CEO, the Board determined to adjust its leadership structure to separate the roles of Chairman and CEO. Mark Feidler, who had previously served as a leader for the independent directors in his role as Presiding Director, was elected to the role of Independent Chairman. The Board concluded that this new structure would allow our then-interim CEO to focus his attention on leading the Company’s response to the 2017 cybersecurity incident and efforts to rebuild trust with shareholders, consumers, customers and other stakeholders.

In connection with the appointment of Mr. Begor as our CEO, the Board re-evaluated the leadership structure and determined to retain the current structure of separate Chairman and CEO roles, with Mr. Feidler continuing to serve as our Independent Chairman. 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 its currentthis leadership structure, and composition, along with the strong leadership of ourwhich also includes a majority independent directors (11 of 12 current members),Board and fully independent Board committees, and Presiding Director, andbest serves the highly effective corporate governance structures and processes in place, strike an appropriate balance between consistent leadership andobjectives of the Board’s independent oversight of the Company’s business and affairs. affairs at this time.

INDEPENDENT CHAIRMAN OF THE BOARD Mark Feidler

The leadership structurerole and responsibilities of our Board of Directors includes:Independent Chairman include:

 

•	•	Combined ChairmanCalling meetings of the full Board and CEO. The Board believes that the Company has been well served by having Richard F. Smith serve as both Chairman and CEO. As the officer ultimately responsible for the day-to-day operationor of the Company andnon-management directors
•	Establishing the agenda for execution of its strategy,each Board meeting, in coordination with the Board believes that Mr. Smith is the director best qualified to act as ChairmanCEO
•	Presiding at all meetings of the Board and to lead Board discussions regarding
•	Advising the performance of the Company. Combining the Chairman and CEO roles fosters clear accountability, effective decision-making, alignment with corporate strategy, direct oversight of management, full engagement of the independent directors and continuity of leadership.

	•	Independent Presiding Director with Clearly-Defined Leadership Authority and Responsibilities. The Presiding Director is elected annually by a majority of the independent directors and has responsibilities such as advising the Chairman and CEO of decisions reached and suggestions made at the executive sessions of the non-management directors calling meetings of
•	Facilitating communication between the non-management directors presiding at executive sessions ofand with the Board and at each Board meeting at which the Chairman and CEO is not present, reviewing and approving agendas, schedules and materials for Board meetings, meeting
•	Meeting directly with management and non-managementother employees of the Company consulting
•	Calling special meetings of shareholders
•	Presiding at meetings of shareholders
•	Being available for consultation and directingdirect communication with shareholders as appropriate, and facilitating communication between the non-employee directors and the Chairman and CEO, including annual Board self-evaluations.

•

Independent, Active and Effective Directors. Our Governance Guidelines provide that all non-employee directors meet in executive session outside the presence of the CEO and other Company personnel during a portion of each of the Board’s regularly scheduled meetings. As noted above, the Presiding Director chairs these executive sessions and develops the agenda for each executive session.

•

Annual Self-Evaluations. Our Board continually seeks to improve its performance. We have a rigorous annual Board and committee self-evaluation process, which presents the opportunity to examine the Board’s effectiveness and practices and identify areas for improvement. Our Governance Committee annually discusses what format to use for the board evaluation. Under the standard process, each director completes written Board and committee evaluation questionnaires. The questionnaire responses are then aggregated without individual attribution. Our Presiding Director references the response summaries and conducts a one-on-one discussion with each director regarding Board and committee effectiveness and engagement. Following these individual discussions, each committee and the full Board conducts a self-evaluation discussion in non-management executive sessions. Periodically, the Board engages an outside consultant to facilitate the Board and committee self-evaluation process. This occurred most recently in 2015.

In addition, our directors:Annual Self-Evaluations

Our Board continually seeks to improve its performance. We have a rigorous annual Board and committee self-evaluation process, which presents the opportunity to examine the Board’s effectiveness and practices and identify areas for improvement. Our Governance Committee annually reviews and recommends the specific format to use for that year’s Board evaluation.

EQUIFAX INC. - 20172019 Proxy Statement    1720

Board Evaluation Process for 2018-2019

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

Committees of the Board of Directors

The Board has fivefour standing committees, all of which are comprised of independent directors as defined in the NYSENew 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 2016,2018, the full Board held six18 meetings and the standing committees held a total of 34 meetings.

		Committee Memberships
Name and Occupation	Independent	Audit	Compensation	Executive	Governance	Technology
James E. Copeland, Jr.
Robert D. Daleo
Walter W. Driver, Jr.
Mark L. Feidler
G. Thomas Hough
L. Phillip Humann
Robert D. Marcus
Siri S. Marshall
John A. McKinley
Richard F. Smith
Elane B. Stock
Mark B. Templeton
Meetings held in 2016		5	4	0	4	4

Committee Composition

 

				Committee Memberships
Name		Independent		Audit		Compensation		Governance		Technology
Mark W. Begor
Mark L. Feidler
G. Thomas Hough
Robert D. Marcus
Siri S. Marshall
Scott A. McGregor
John A. McKinley
Robert W. Selander
Elane B. Stock
Heather H. Wilson
Meetings held in 2018				8		9		9		8

= Independent Chairman

= Audit Committee Financial Expert

= Committee Chair

EQUIFAX INC. - 2019 Proxy Statement21

	= Presiding Director
	= Audit Committee Financial Expert
	= Committee Chair

Back to Contents

Committee Responsibilities

 

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

 

Audit Committee	•	Direct authority to appoint, review and discharge our independent auditors.auditors
	•	Reviews and pre-approves the services provided by our independent auditors and reviews the independence of that firm.firm
	•	Reviews our audited and unaudited financial statements, earnings press releases and financial information and discusses the same with our independent auditors and management.management
	•	Reviews the integrity of our financial reporting process and the adequacy and effectiveness of our financial and information technology controls.controls
	•	Oversees our regulatory compliance program and administers our Code of Ethics and Business Conduct.Conduct
	•	Reviews our policies related to enterprise risk assessment and risk management.management
	•	Oversees our internal audit function.function
	•	Meets separately with the internal and external auditors to ensure full and frank communications with the Committee.Committee
	•	Coordinates with the Technology Committee on risk management with respect to cybersecurity
Compensation Committee	•	Approves and oversees our executive compensation programs and policies.policies
	•	Determines executive officer compensation.compensation
	•	ConductsOversees an annual risk assessment of our compensation programs.programs
	•	Approves employee compensation and benefit plans.plans
	•	Monitors the effectiveness and funded status of our retirement and 401(k) plans.plans
	•	Advises management and the Board on succession planning and other significant human resources matters.matters
Executive Committee	•	AuthorizedEstablishes and reviews compliance with the Company’s stock ownership guidelines
	•	Reviews and approves the creation or revision of any clawback policy
	•	Reviews the CD&A and other proxy statement disclosures related to exerciseexecutive compensation, and determines whether to recommend to the powersBoard the inclusion of the BoardCD&A in managing our business and property during the intervals between Board meetings, subject to Board discretion and applicable law.proxy statement
Governance Committee	•	Reviews and makes recommendations to the Board regarding director nominees and director independence.independence
	•	Makes recommendations to the Board with respect to Board and committee organization, membership and function.function
	•	Oversees an annual review of the effectiveness of the Board and its committees.committees
	•	Recommends to the Board, and monitors compliance with, our Governance Guidelines and other corporate governance matters.matters
	•	Exercises oversight of director compensation program and makes recommendations on such compensation for approval of the Board.Board

EQUIFAX INC. - 2017 Proxy Statement18

Back•

Reviews and discusses with management the Company’s responses to Contents

shareholder proposals or determines another committee of the Board appropriately responsible for reviewing a particular proposal

Technology Committee	•	AssessesOversees cybersecurity and technology-related risk management in coordination with the Audit Committee
	•	Oversees our technology development strategies.strategy and significant technology investments
	•	Receives regular reports directly from the CISO, the CTO and the internal audit department, including in executive session without other members of management present
	•	Makes recommendations to the Board as to scope, direction, quality, investment levels and execution of technology strategies.strategies
	•	Oversees engagement of outside advisors to review the execution of technology strategies formulated by management and technology risk and opportunities.Company’s cybersecurity program
	•	Provides guidance on technology as it may pertain to, among other things, investments, mergers, acquisitions and divestitures, research and development investments, and key competitor and partnership strategies and security concerns.concerns

 

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 may be accessed on our website atwww.equifax.com/about-equifax/corporate-governance, meet or exceed the requirements of SECSecurities and Exchange Commission (“SEC”) rules and regulations and the NYSE listing standards.

 

The Board has affirmatively determined that all directors, exceptdirector nominees (other than our CEO, Mr. Smith who is an officer of the Company,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. Specifically, in the case of Mr. Hough, the Board considered his former employment with Ernst & Young and the fact that his son is a non-executive employee of the Company. After evaluating these relationships, including discussions with Mr. Hough and Ernst & Young, the Board determined that Mr. Hough’s independence is not impaired. 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 Board committeesstanding Committees are comprised solely of independent directors.

 

EQUIFAX INC. - 2019 Proxy Statement22

Back to Contents

Board Refreshment and Succession Planning

 

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, skill sets,skills and expertise and reflecting a diversity of experiences, gender, ethnicity and age. As part of its ongoing strategic review regarding Board refreshment, the Governance Committee seeks to anticipate future needs for expertise in new and emerging markets, security, technology security 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.

 

Since the 2017 cybersecurity incident, the Governance Committee and the Board have actively sought new directors that can provide valuable guidance as the Company continues to focus on strengthening the Company’s core technology and security competencies and executing on our EFX2020 multi-year business transformation strategy. The Board believes that the additions of Scott McGregor in October 2017, Robert Selander in March 2018 and Heather Wilson in February 2019 provide our Board with additional broad-based executive management experience, as well as enhanced expertise in security, technology, risk management, data and analytics.

Board Tenure and Refreshment.Refreshment

Pursuant to our Bylaws and Governance Guidelines, we have a mandatory retirement age of 72 (65 for employee-directors) after which a director will not be elected or re-elected unless he or she continues in a position or in business or professional activities or possesses special qualifications that the Governance Committee and Board determine would be of substantial benefit to the Company. The following table shows the tenure of our non-management directors, which is well distributed to create a balanced Board. Mr. Copeland will reach the mandatory retirement age of 72 prior to our Annual Meeting and thus not stand for re-election, and Messrs. Driver and Humann are scheduled to reach the mandatory retirement age prior to our 2018 annual meeting. In view of these scheduled retirements, the Governance Committee has been actively engaged in a process,Board, with the assistance of an executive search firm, to effect a smooth transition of the Board, to fill the gaps in experience these vacancies may create. To that end, since our last annual meeting of shareholders, we have added twofive new independent directors to our Board—Ms. Elane Stock and Mr. Thomas Hough.

joining the Board over the last three years. Since 2013, we have appointed three new independent directors and decreased the average non-management tenure of our independent director nominees from 10.4 years to 8.85.4 years. Individual and average tenure information for our Board (following election of the 11nine independent director nominees named in this Proxy Statement at the 2019 Annual Meeting) is as follows:

 

TENURE OF NON-MANAGEMENT DIRECTORS

 

 

Committee Tenure and Refreshment

The Governance Committee is responsible for reviewing the composition of committees of the Board. In its review of committee composition, the Governance Committee considers the responses collected during the Board and committee annual self-evaluations, as well as the past experience and relevant skills of each director. Since the 2017 cybersecurity incident, the Governance Committee and the Board have placed a renewed emphasis on refreshing the committees of the Board to ensure each committee has the appropriate relevant mix of skills and experience. Following the 2017 cybersecurity incident, each of the four standing committees of the Board is comprised of at least 50% of directors who were not members of such committee prior to September 2017. In particular, three of the four Technology Committee members joined the Board after September 2017. Individual tenure information for each committee is as follows:

TENURE OF AUDIT AND TECHNOLOGY COMMITTEE MEMBERS

 

EQUIFAX INC. - 20172019 Proxy Statement    1923

Back to Contents

Director Membership Criteria and Nomination Processes

 

Process for Identifying and Evaluating Director Nominees.Nominees

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 Presiding DirectorChairman of the Board are provided with copies of the resumes for any potential candidates by the search firmso identified and review them as appropriate with the Governance Committee, our CEO and the full Board. Ms. StockOur most recent addition to the Board, Heather Wilson, was identified as a potential candidate by an independent executiveoutside search consultant and Mr. Hough was identified by our CEO and other members of the Board.firm.

 

Our Governance Committee determines the selection criteria and qualifications for director nominees. As set forth in our Governance Guidelines, thisthese criteria includes,include, among other things, a director candidate’s integrity and ethical standards, independence from management, the ability to provide sound and informed judgment, a history of achievement that reflects superior standards and willingness to commit sufficient time. With respect to the last three additions to the Board, the Governance Committee was also very focused on expertise in data security, risk management, data and analytics and information technology. Since 2018, cybersecurity is one of the skills that the Governance Committee considers in its assessment of Board membership criteria. The Governance Committee and the Board also consider whether the candidate is independent under the standards described under “Director Independence” on page 1922 and whether the candidate is financially literate.

 

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

 

Directors are limited to service on fivefour other public company boards, not including our Board. Audit Committee members may not serve on the audit committee of more than three public companies absent a Board determination that such service will not impair the ability of such member to serve effectively on the Company’s Audit Committee. In addition, when our CEO is a member of our Board, he or she may not serve on the Board of more than threetwo other public company boards, including our Board.boards.

 

Procedures for Shareholders to Recommend Director Nominees.Nominees

The Governance Committee will consider for possible nomination qualified Board candidates that are submitted by our shareholders using the same process that applies to candidates identified by other sources. Shareholders wishing to make such a submission may do so by sending the following information to the Governance Committee by November 24, 2017,23, 2019, c/o Equifax Inc., Attn: Office of Corporate Secretary, P.O. Box 4081, Atlanta, Georgia 30302: (1) a nomination notice in accordance with the procedures set forth in Section 1.12 of our Bylaws; (2) a request that the Governance Committee consider the shareholder’s candidate for inclusion in the Board’s slate of nominees for the applicable meeting; and (3) along with the shareholder’s candidate, an undertaking to provide all other information the Committee or the Board may request in connection with their evaluation of the candidate. See “How do I submit a proposal or director nominee for the 2020 Annual Meeting of Shareholders in 2018?Shareholders?” on page 67.79. A copy of our Bylaws is available on our website atwww.equifax.com/about-equifax/corporate-governanceor by writing to the Corporate Secretary.

 

Any shareholder’s nominee must satisfy the minimum qualifications for any director described above in the judgment of the Governance Committee and the Board. In evaluating shareholder nominees, the Committee and the Board may consider all relevant information, including the factors described above, and additionally may consider the size and duration of the nominating shareholder’s holdings in the Company; whether the nominee is independent of the nominating shareholder and able to represent the interests of the Company and its shareholders as a whole; and the interests and/or intentions of the nominating shareholder.

Director Orientation and Continuing Education

 

Upon joining our Board, directors participate in an orientation program regarding our Company, including business operations, strategy, regulation, governance and governance. Memberscompany policies. New for 2019, an existing member of our Board will be designated to participate in the orientation process and conduct a one-on-one session with each new director. In addition to the onboarding process, members of senior management regularly present reports at Board meetings and review the operating plan and strategy of each of our business units and the Company as a whole, as well as provide periodic training sessions regarding regulatory compliance and governance issues. The Board also conducts periodic visits to our key facilities.facilities and Board members participate in crisis management simulations and/or training with management. Board members also may attend outside director continuing education programs at Company expense to assist them in keeping pace with developments in corporate governance and other critical issues relating to the operations of public company boards. In 2018, the Board implemented enhanced Board-level engagement with respect to data security education and crisis management planning, including in connection with our new director orientation program.

EQUIFAX INC. - 2019 Proxy Statement    24

Back to Contents

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 acceleratedprioritized and strategic talent is leveraged to focus on current and new business imperatives. The specific criteria forIn light of the appointment of a new CEO position are aligned with our long-term growth strategy we refer to as our Growth Playbook, andlast year, the Compensation Committee has undertaken refreshed succession and development plans, are monitored forincluding continued practices such as monitoring each of the CEO’s direct reports includingfor 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.

 

How We Manage Risk

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

•  operational	•  reputational	•  data security
•  financial	•  technology	•  strategic
•  legal and regulatory compliance	•  privacy	•  other risks that could adversely affect our business

In an effort to strengthen our ERM program, we have implemented an enterprise risk management framework based on the “three lines of defense” model for establishing effective checks and balances, which is used by leading financial institutions.

LINES OFDEFENSE
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 processes.				The second line of defense provides risk and regulatory compliance oversight, and is primarily comprised of the Risk Office and the Enterprise Compliance Office. They have a direct reporting line to the Board of Directors 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 implementation and execution of our ERM program is supervised by our Risk Office, with each business unit and corporate support unit having primary responsibility for assessing and mitigating risks within its respective areas of responsibility. Our recently-appointed SVP for Enterprise Risk and Compliance leads the Risk Office and meets regularly with the Board, the Audit Committee and the Technology Committee. An ERM team within the Risk Office develops, enhances, deploys and manages risk program elements.

EQUIFAX INC. - 20172019 Proxy Statement2025

Back to Contents

How We ManageBoard Oversight of Risk

We have a rigorous enterprise-wide risk management (“ERM”) program targeting controls over operational, financial, legal and regulatory compliance, reputational, technology, privacy, data security, strategic and other risks that could adversely affect our business. The program also includes crisis management, disaster recovery and business continuity planning. Our ERM program is designed to support the achievement of our organizational and strategic objectives, to identify and manage risks, to improve long-term organizational performance and to enhance shareholder value. The implementation and execution of our ERM program is supervised by the director of our internal audit department.

Each business unit and corporate support unit has primary responsibility for assessing and mitigating risks within its respective areas of responsibility. Our CEO and senior leadership team receive comprehensive periodic reports on the most significant risks from the director of our internal audit department. In addition, our director of internal audit reports to the Audit Committee on a quarterly basis and reports annually to the full Board, as described below under “Board Risk Oversight.”

Board Risk Oversight

 

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

BOARD OF DIRECTORS
•	Monitors our “tone at the top” and risk culture and oversees emerging strategic risks.principal risks facing the Company
	•	On an annual basis, the Board performs an enterprise risk assessment with management to review the principal risks facing the Company and monitors the steps management is taking to map and mitigate these risks.risks

	–	The Board then sets the general level of risk appropriate for the Company through business strategy reviews.reviews
	–	Risks are assessed throughout the business, focusing on (i) financial, operational and strategic risk,risks, and (ii) ethical, legal, privacy, data security (including cybersecurity), regulatory and other compliance risks.risks

 

 

EQUIFAX INC. - 20172019 Proxy Statement2126

Back to Contents

Related Person Transaction Policy

 

The Board has adopted a written policy for approval of transactions between the Company and its directors, director nominees, executive officers, greater than 5% beneficial owners and their respective immediate family members (each, a “Related Person”), where the amount of the transaction is expected to exceed $120,000 in a single calendar year. The policy provides that the Audit Committee reviews transactions subject to the policy and decides whether or not to approve or ratify those transactions. In doing so, the Audit Committee determines whether the transaction is in the best interests of the Company. In making that determination, the Audit Committee takes into account the following, among other factors it deems appropriate:

 

•	the extent of the related person’sRelated 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 partyRelated 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 2016,2018, the Company was not a party to aparticipant 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 2430 and “Director Compensation” on page 55 of this Proxy Statement.69.

 

EQUIFAX INC. - 20172019 Proxy Statement   2227

Back to Contents

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 24.30. 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 2016 executive compensation program aligned closely with our financial performance:performance and shareholder interests.

 

Outstanding 2016 Company financial performance	•	Our excellent financial and operating results continued in 2016: –  Corporate Operating Revenue from continuing operations increased 18% to $3.1 billion. –  Corporate Adjusted EPS from continuing operations rose 23% to $5.52.*
We emphasize pay-for- performance and tie a significant amount of our NEOs’ target pay to our performance	•	Approximately 86% of CEO’s target total direct compensation, and an average of 70% of the total targeted direct compensation of our other NEOs, was variable, at-risk incentive-based and stock-based compensation tied to the achievement of internal performance targets, Company stock price and relative shareholder return performance.
Our compensation programs are well-aligned with the long-term interests of our shareholders	•	Equity awards and our stock ownership guidelines serve to align the interests of our executives with those of our long-term shareholders by encouraging long-term performance.
	•	In 2016, long-term equity incentive awards represented 72% of our CEO’s target total direct compensation (and an average of 52% for our other NEOs). Performance shares and time-based RSUs are designed to align with long-term stock performance both on an absolute basis and relative to peers.
We provide competitive pay opportunities that reflect best practices and strong governance standards (See pages 35-36 for details)	•	Our independent  The Compensation Committee annually reviews our executive compensation program to ensure that it provides competitive pay opportunities for executives who drive operating performance and that the program demonstrates a commitment to strong corporate governance.
Attracting and retaining the right talent remains a high priority for us as we focus on executing the strategic initiatives that underpin EFX2020, our multi-year business transformation strategy •	The Committee establishes appropriate performance targets based on our strategic and operating plans.
plans and achievement of targets in the prior year •	The Committee has retainedretains an external, 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.Company

*We made changes to our 2018 and 2019 compensation programs to further align pay with our strategic initiatives and the interests of shareholders and the Company (See page 33 for details)

Corporate •  In response to shareholder feedback and the Committee’s review of the program, the Committee made a number of changes to the 2018 and 2019 compensation programs, highlighted below: 2018 –  The Committee added a cybersecurity performance metric to the 2018 annual incentive plan (“AIP”) that can reduce, but not increase, payouts based on performance against our security goals –  The Board adopted an enhanced compensation clawback policy that allows the Company to recover incentive compensation in the event of misconduct or failure of oversight that results in significant financial or reputational harm –  The Committee eliminated from the long-term incentive award mix performance shares tied to three-year cumulative Adjusted EPS from the long-term incentive plan to avoid any incentive to limit spending on cybersecurity 2019 –  The Committee determined that our NEOs will not receive any increase to base salary or target bonus opportunity for 2016,2019. The only compensation increases for our NEOs for 2019 relate to our long-term incentive program, which creates greater focus on stock price and multi-year performance and thereby enhances alignment between management and shareholders –  The Committee adopted a new Change in Control Severance Plan (the “CIC Plan”) for senior executives, including our NEOs other than Mr. Begor, whose change in control protections as reportedcontained in his employment agreement were already aligned with the Executive Compensation section, is a non-GAAP financial measure used by the Company for incentive measurement purposes. Reconciliationcore provisions of the Company’s non-GAAP financial measuresCIC Plan –  All executives with individual change in control agreements (the “CIC Letter Agreements”) agreed to give up their individual agreements and become subject to the corresponding GAAP financial measures can be foundnew CIC Plan –  Following elimination of the CIC Letter Agreements: •   The severance multiple upon a change in control was set a 2x for all executives other than the CEO, reflecting a decrease from the 3x multiple payable under “GAAP/Non-GAAP Measures” oncertain CIC Letter Agreements •   We do not offer tax gross-up benefits in connection with a change in control •  In connection with our EFX2020 strategy, the Investor Relations page ofCommittee reformulated the long-term incentive program and adopted the 2019 Equifax Transformation Leadership Program in order to align incentives with our website atwww.equifax.com. For incentive measurement purposes, Corporate Operating Revenue is adjustednear- and Corporate Adjusted EPS is further adjusted to be stated in constant dollars at our budgeted 2016 foreign exchange rates.long-term goals

 

EQUIFAX INC. - 2019 Proxy Statement28

Back to Contents

Our performance-based compensation program has delivered payouts that align with performance (See page 44 for details)

•   Awards to our NEOs under the 2018 annual incentive plan paid out at or below target, reflecting performance versus financial, strategic and individual goals •   The equity granted to our NEOs (other than RSUs) is subject to performance and can result in no payout if goals are not met or stock option exercise price is not exceeded. As a result: – The 2016 performance share grant that measured three-year relative TSR paid out at 27.5% of target – The 2017 TSR performance share grant was tracking below threshold (no payment) at December 31, 2018 – The 2017 performance share grant that measures three-year cumulative Adjusted EPS was tracking below threshold (no payment) at December 31, 2018 – The 2018 TSR performance share grant was tracking near threshold (payout of 53%) at December 31, 2018 – Stock options granted in 2017 and 2018 were underwater (exercise price above the stock price) as of December 31, 2018

BoardRecommendation

 

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’ interestsshareholders 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. To the extent there is any significant negative vote, we will consult directly with our shareholders to better understand the concerns that influenced the vote.

 

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

 

EQUIFAX INC. - 20172019 Proxy Statement   2329

Back to Contents

EXECUTIVE COMPENSATION

 

Compensation Discussion and Analysis

 

Quick Reference

 

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

 

		Page
Executive Summary		2531
How We Determine the Total Amount of Compensation		2835
Analysis of 20162018 Compensation Decisions		3136
Actions Taken with Respect to 20172019 Compensation	40
Compensation Committee Interlocks and Insider Participation	4049

 

This CD&A discusses the compensation decisions for the NEOs listed in the Summary Compensation Table on page 4152 of this Proxy Statement. The NEOs are:

 

NEO		Title in 2016		Years in Position at End of 2016 (rounded)		Years of Service at End of 2016 (rounded)			Position in 2018		Years in Position at End of 2018 (rounded)		Years of Service at End of 2018 (rounded)
Richard F. Smith		Chairman and Chief Executive Officer		11		11
Mark W. Begor									Chief Executive Officer		1		1
John W. Gamble, Jr.		Corporate Vice President and Chief Financial Officer		3		3			Corporate Vice President and Chief Financial Officer		5		5
Jamil Farshchi									Chief Information Security Officer		1		1
John J. Kelley III		Corporate Vice President, Chief Legal Officer and Corporate Secretary		4		4			Corporate Vice President, Chief Legal Officer and Corporate Secretary		6		6
Rodolfo O. Ploder		President, Workforce Solutions		1		13
Coretha M. Rushing		Corporate Vice President and Chief Human Resources Officer		11		11
Bryson R. Koehler									Chief Technology Officer		1		1
Paulino do Rego Barros, Jr.									Interim Chief Executive Officer; President–U.S. Information Solutions*		<1		9

 

*	During 2018, Mr. Barros served as interim Chief Executive Officer from January 1, 2018 to April 16, 2018 and as President–U.S. Information Solutions (“USIS”) from July 20, 2018 to December 31, 2018.

 

EQUIFAX INC. - 20172019 Proxy Statement2430

Back to Contents

Executive Summary

 

Our Business

 

Equifax Inc. is a leading global provider of information solutionsdata, analytics and human resources business process outsourcing services for businesses, governments and consumers. We have a large and diversified group of clients, including financial institutions, corporations, governments and individuals. Our products and services are based on comprehensive databases of consumer and business information derived from numerous sources including credit, financial assets, telecommunications and utility payments, employment, income, public record, demographic and marketing data.technology company. We use advanced statistical techniquesunique data, innovative analytics, technology and proprietary software toolsindustry expertise to analyze all available data, creating customizedpower organizations and individuals around the world by transforming knowledge into insights decision-making solutions and processing services for our clients. Wethat help consumers understand, manage and protect their personal information and make more informed financialbusiness and personal decisions. We also provide information, technologyoperate or have investments in 24 countries in North America, Central and services to support debt collectionsSouth America, Europe and recovery management. Additionally, we are a leading provider of payroll-relatedthe Asia Pacific region, and human resource management business process outsourcing services in the United States.employ approximately 11,000 employees worldwide.

 

2016 Target Pay MixEFX2020 Strategy

 

As illustratedSince his appointment in April 2018, our Chief Executive Officer, Mark Begor, has been leading Equifax through a significant transformation, including the chart below,investment of substantial resources to achieve our vision of becoming a trusted global leader in data, advanced analytics and technology. In February 2019, we outlined the Company emphasizes long-term equity awards and annual performance-based cash incentives sokey strategic initiatives that a substantial portion of each executive’s total compensation opportunitycomprise EFX2020, our multi-year business transformation strategy. This strategy is linked directlydesigned to help focus our efforts on the Company’s stock price or otherwise driven by performance (86% of total direct compensation for our CEO and an average of 70% for the other NEOs):following imperatives:

 

 

2018 Performance Highlights

 

*Revenue: $3.41 billion a 1.5% increase from 2017

Percentages calculated using actual base salary, target annual incentive and the grant date value of annual long-term incentive awards.Adjusted EPS:* $5.79 a 3% decrease from 2017

Transformation investment: $326.2 million

Dividends paid to shareholders: $187.9 million consistent with 2017 levels

 

Adjusted EPS is a non-GAAP financial measure. Reconciliation of the Company’s non-GAAP financial measures to the corresponding GAAP financial measures can be found under “Non-GAAP Measures” on the Investor Relations page of our website atwww.equifax.com.

EQUIFAX INC. - 2019 Proxy Statement    31

Back to Contents

Our Incentive Programs Tie toAlign Payouts with Our 2016 Financial Performance

 

The Company delivered outstanding financial and operating results in 2016. The financial metrics applicable to the executiveOur 2018 compensation program were as follows:metrics established in the first quarter of 2018 were:

 

Annual Incentive Plan (AIP) Opportunity

Annual Incentive Opportunity (AIP)Overview:	•	AIP is based•   Based on the Company’s attainment of objective, pre-established financial, individual and individualsecurity program performance goals.goals
Plan Components:	•	•   Financial Performance Measures: Corporate Operating Revenue (15% of AIP)) was used to measure top line business growth and Corporate Adjusted EPS (65% of AIP)) was used to measure the bottom line profitability of such growth.*growth(1) (2) •   Individual Performance Measures: Individual Goals (20%) •   Cybersecurity Performance Measure: Security Goal may reduce AIP amounts between 0% and 25%
Key FinancialPerformance Metrics:	•	•Corporate Operating Revenue from continuing operations increased 18%1.5% to $3.1 billion.
$3.41 billion Performance Metrics:•	•	Corporate Adjusted EPS from continuing operations rose 23%,decreased 3% to $5.52.*
Long-Term Incentive	•	LTI is comprised of performance shares and RSUs.
Opportunity (LTI)	•	For performance shares, three-year cumulative total shareholder return (TSR) relative to companies included in the S&P 500 Index (of which we are a member) provides a broad index for comparison and alignment with shareholder investment choices.
Key Performance Metric:	•	Three-year cumulative TSR of 76% (the key metric used in calculating performance share awards) was more than double that of the S&P 500 Index of 29%.$5.79

*(1)

Corporate Adjusted EPS for 20162018 as reported in this Executive Compensation section is a non-GAAP financial measure used by the Company for incentive measurement purposes. Reconciliation of the Company’s non-GAAP financial measures to the corresponding GAAP financial measures can be found under “GAAP/“Non-GAAP Measures”Measures” on the Investor Relations page of our website atwww.equifax.comwww.equifax.com.. For incentive measurement purposes, Corporate Operating Revenue is adjusted and Corporate Adjusted EPS is furtherare adjusted to be stated in constant dollars at our budgeted 20162018 foreign exchange rates. For 2018, Corporate Adjusted EPS was further adjusted to allocate part of an unbudgeted corporate-level income tax benefit from the corporate plan to participating business unit plans.

(2)

Due to Mr. Barros’s role as President—USIS from July 20, 2018 through December 31, 2018, a portion of his 2018 AIP outcome was tied to specific business unit-level financial goals, as described in further detail under “Analysis of 2018 Compensation Decisions” beginning on page 36.

 

Long-Term Incentive (LTI) Plan Opportunity

 

EQUIFAX INC. - 2017 Proxy Statement25

Overview:		•   Rewards stock performance on both an absolute basis and relative to the S&P 500 Index
Plan Components:		•   Performance shares based on total shareholder return (TSR) (50%) •   RSUs (25%) •   Stock options (25%)
Key FinancialPerformance Metrics:		•   For performance shares,three-year cumulative TSR relative to companies included in the S&P 500Index (of which we are a member) provides a broad index for comparison and alignment withshareholder investment choices

Back to Contents

Say-on-Pay Voting Results in 20162018

 

In determiningevaluating our executive compensation program, one factor our Compensation Committee considers is the results of the most recent annual shareholder advisory vote on executive compensation or “say-on-pay” vote. In 2016,At our 2018 Annual Meeting, approximately 83%85% of the votes cast approved our executive compensation program. Following our 2018 Annual Meeting, the Committee continued to review our compensation program which aligned with our expectations based on feedback gatheredand practices and how effective each is in our conversations with investors.ability to attract and retain talent. The Committee continued its general approachcontinues to executive compensation for 2016, however, as we evaluated our compensation practicestake steps to ensure that pay opportunities are performance-based, with a mix of fixed and talent needs throughout 2016, we were mindful of the support our shareholders expressed for our philosophy of linking compensation to our operating objectives and to the enhancement of shareholder value.at-risk variable pay.

 

Shareholder Outreach and Engagement

 

As part of our ongoing shareholder engagement program, feedback received from shareholders on our executive compensation program is shared with the full Board and the Compensation Committee. The Committee considers shareholderthis feedback in its review of our compensation program, as well as compensation plan and benchmarking advice from its independent compensation consultant. The Committee continues to take steps to ensure that pay opportunities are performance-based, with a mix

Following the 2018 Annual Meeting, Independent Chairman Mark Feidler and members of fixed and at-risk variable pay. In 2015 and 2016, as part of our Board-directed shareholder engagement program, senior management heldconducted investor outreach meetings with institutional investorsshareholders representing approximately 60% of our outstanding shares, including the top ten largest and many other significant holders57% of our shares. WeDuring these one-on-one investor meetings, we discussed a rangenumber of business and governance-related topics, including risk management, human capital management and executive compensation. While shareholders were generally supportive of our approach to compensation, certain of our shareholders encouraged us to consider an additional performance measure for our LTI program.

In view of shareholder feedback and other considerations, including the fact that our long-term executive compensation program last underwent an overall structural and market review in 2011, the Compensation Committee performed a holistic review of our long-term incentive program during 2016. Following review, the Committee made certain design changes for 2017 that took into account shareholder feedback. These design changes are discussed on page 40 under “Actions Taken with Respect to 2017 Compensation.”

 

Based on shareholder recommendations, we continue to enhance our proxy disclosures regarding changes to executive compensation programs, particularly with a multi-year perspective. Theprograms. Going forward, the Company will maintain an active dialogue with shareholders and continue to evaluate and integrate feedback on issues of importance to our shareholders,into Board discussions, including thetopics such as metrics that drive the CEO’sNEOs’ short and long-term incentive compensation.

2016 CEO Compensation Overview

Mr. Smith was hired from a senior role at a much larger enterprise than the Company, with the expectation that he would drive the Company at an accelerated pace to a significantly larger scale over time. In order to recruit Mr. Smith in 2005, the Company constructed a starting compensation package that, although high relative to peers, was competitive with his existing package and necessary to attract him from his 22-year former position and future prospects.

The Company has consistently outperformed under Mr. Smith’s leadership and is well-positioned for sustainable, strong growth in the future. Our positive financial results for 2016 were once again greater than the annual increase in Mr. Smith’s total compensation. Since he joined the Company in September 2005 through the end of 2016, our TSR has been 96% higher than the S&P 500 Index. While the Company’s TSR has been remarkable under Mr. Smith’s leadership, Mr. Smith’s total target compensation during that period has been comparatively limited, as reflected in the following table:

CEO TOTAL TARGET COMPENSATION
COMPARED TO EQUIFAX TSR
(Average Annual Increase form 2006-2016)

 

EQUIFAX INC. - 20172019 Proxy Statement2632

Back to Contents

Critical, but less externally visible, improvements in the Company’s scaleCompensation Program Highlights and operational performance have occurred in the areas of talent developmentKey Changes for 2018 and management, process improvements, platforms for growth, product diversification, global security, regulatory compliance, dividend growth and capital structure.2019

Executive Compensation Philosophy

 

CEO Pay Element•	Key FeaturesThe Compensation Committee is primarily responsible for the Company’s executive compensation policies and plans.
•	The Committee works to ensure that pay incentives are performance-based and aligned with shareholders’ interests, while guarding against metrics or goals that create inappropriate or excessive risk likely to have an adverse effect on the Company.
•	The Committee has designed and continuously reviews our compensation program to ensure we are providing competitive pay to attract and retain executive talent.

Compensation Program Changes

In late 2017 and early 2018, the Compensation Committee undertook a comprehensive review of our short- and long-term incentive compensation program and considered shareholder feedback when it made changes to the 2018 program. In February 2019, in connection with our recently-announced EFX2020 business transformation strategy, the Committee made changes to our long-term incentive program. The changes for 2018 and 2019 are outlined below:

What We Changed		Base SalaryDetails
Added CybersecurityMetric to Annual BonusPlan		Beginning with the 2018 annual incentive plan, the Committee added a cybersecurity performance measure as one of the metrics to evaluate performance of all employees, including our executives. This cybersecurity metric is the same measure used to assess the overall strength of our security program, thus ensuring our compensation program reinforces our overall security remediation goals. The cybersecurity metric remains a component under the 2019 annual incentive plan.
Adopted EnhancedClawback Policy		In 2018, the Board revised our compensation clawback policy to add a financial and reputational harm standard. Under the revised policy, 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.
Adopted ChangeIn Control SeverancePlan		In February 2019, the Committee adopted a new Change in Control Severance Plan (the “CIC Plan”) for senior executives, including our NEOs other than Mr. Begor. The Committee worked with its outside compensation consultants to design a plan with market-standard terms that will provide executives security in the event of a change in control of the Company. The CIC Plan ensures that our executives objectively evaluate potential transactions that may be in the best interest of our shareholders, despite the potential negative consequences such transactions may have on them personally. The CIC Plan will not apply to Mr. Begor, whose change in control protections as contained in his employment agreement were already aligned with the core provisions of the CIC Plan.
		•	Unchanged for 2016 and unchanged since 2008. Since 2008,Eliminated CIC Letter Agreements.Other than as described above with respect to our CEO, all increases indicated by benchmarking data have been appliedof our executives with individual change in control agreements (the “CIC Letter Agreements”) agreed to give up their individual agreements become subject to the performance-based componentnew CIC Plan.
		•	Reduced CIC Severance Multiples.Under the CIC Letter Agreements, certain executives were entitled to a severance multiple of Mr. Smith’s annual LTI opportunities. Since3x. Following the Company’s adoptionelimination of the CIC Letter Agreements, the severance multiple upon a change in control was set at 2x for all executives other than the CEO, representing a significant decrease in the benefit payable.
		•	Eliminated CIC Tax Gross-Ups.Under the CIC Letter Agreements, certain executives were entitled to tax gross-up benefits in connection with a change in control. Following the elimination of the CIC Letter Agreements, we do not offer tax gross-up benefits in connection with a change in control.
Implemented Changesto 2019 DirectCompensation		•	No Increase in Base Salary or Annual Bonus Opportunity for NEOs. The Committee determined that our NEOs will not receive any increase to base salary or target bonus opportunity for 2019. The only compensation increases for our NEOs for 2019 relate to our long-term incentive program (described below), which creates greater focus on stock price and multi-year performance shares in 2012, alland thereby enhances alignment between management and shareholders.
		•	2019 Equifax Transformation Leadership Program.In connection with EFX2020, our multi-year business transformation strategy (see page 5 for details), the Committee reformulated the long-term incentive program for 2019 to more closely align incentives with our near- and long-term goals. The Equifax Transformation Leadership Program (the “2019 ETLP”) increases indicated by benchmarking data have been appliedthe target long-term incentive award opportunity for each NEO and a select group of our senior leadership team members, each of whom is integral to the successful execution of our strategy. In conjunction with the increased opportunity, the degree of overall performance share component of Mr. Smith’s annual LTI opportunities.risk has been substantially increased. The Committee expects to revert back to our traditional long-term incentive structure in 2020. The 2019 ETLP is described in further detail under “Actions Taken with Respect to 2019 Compensation” beginning on page 49.

EQUIFAX INC. - 2019 Proxy Statement    33

AIP Opportunity

Back to Contents

•

2018 Target Pay Mix

As illustrated in the chart below, the Company emphasizes long-term equity awards and annual performance-based cash incentives so that a substantial portion of each executive’s total compensation opportunity is linked directly to the Company’s stock price or otherwise driven by performance (85% of total direct compensation for our CEO and an average of 68% for the other NEOs):

*	Mr. Smith’sPercentages calculated based upon annualized base salary, target annual incentive opportunity for 2016 was 105% of salary, unchanged from 2015 after a review of CEO market rate benchmarking.
	•	Goals weighted at 65% Corporate Adjusted EPS, 15% Corporate Operating Revenue and 20% individual performance, unchanged from 2015.
	•	Based on performance results relative to pre-established annual targets and individual performance objectives, Mr. Smith was awarded 200% of histhe target under the annual incentive plan, $3,045,000 in 2016, the same as in 2015.
2016 LTI Opportunity	•	Target LTI award was $7,651,500 in 2016 as compared to $6,823,900 in 2015, reflecting the application of all compensation increases to the performance share component of Mr. Smith’s annual LTI opportunity.
Annual Change in PensionValue	•	The presentgrant date value of the accumulated benefit of Mr. Smith’s SERP and USRIP increased by $3,027,100, from $15,346,400 at December 31, 2015annual long-term incentive awards, excluding one-time, special awards. The percentages do not total 100% due to $18,373,500 at December 31, 2016, due largely to a decrease in the discount rate used to calculate the present value of future payments, from 4.99% to 4.34%.rounding.

 

Compensation Best Practices

What We Do

		Strong emphasis on performance-based compensation.		Rigorous executive compensation, clawback policy.with 85% of CEO pay considered “at-risk”
	Double-trigger change-in-control cash severance benefits.		Anti-hedging and -pledging policy for officers and directors.
	Beginning in 2017, equity awards to our NEOs include a double-trigger change-in-control provision.		Independent Compensation Committee advised by independent compensation consultant.
	Mix of short-term and long-term incentives and performance metrics. metrics
		Added cybersecurity performance measure to 2018 and 2019 annual incentive plans
		Adopted a new change in control severance plan applicable to executive officers, including NEOs who previously had individual change in control agreements. This eliminated income tax gross-ups and reduced payments in connection with a change in control
		All stock options granted under 2019 long-term incentive program are premium-priced
		Capped annual and long-term incentive awards. performance-based awards

		No re-pricing of underwater stock options. No tax gross-ups for perquisites or new change-in-control agreements. Enhanced compensation clawback policy with financial and reputational harm standard, including in supervisory capacity
		Double-trigger change-in-control cash severance benefits and vesting of equity awards
		Anti-hedging and -pledging policy for officers and directors
		Independent Compensation Committee advised by independent compensation consultant
		Meaningful share ownership requirements for senior officers.officers
		No re-pricing of underwater stock options
		No income tax gross-ups other than for relocation or foreign tax expenses

 

 

EQUIFAX INC. - 20172019 Proxy Statement2734

Back to Contents

How We Determine the Total Amount of Compensation

 

Role of the Compensation Committee, Management and Compensation Consultants in Determining Executive CompensationExecutiveCompensation

 

For information on how the Compensation Committee works with management and independent compensation consultants in making executive pay decisions, see ““Role of the Compensation Committee and Management in Determining Executive Compensation”Compensation” on page 3747 and ““Compensation Consultant Services and Independence”Independence” on page 38.pages 47-48.

 

Compensation Elements Background and Key FeaturesObjectives

 

Element		Background		Key FeaturesObjectives
Base Salary		•   Provides competitive pay to attract and retain experienced and successful executives and to attract executives from companies larger than ourselves with the requisite experience to create scalable processes necessary to drive significant growth. This philosophy positions us for business expansion without undue cost to the Company. •  Rewards the required day to day activities and responsibilities of each position as well as individual performance.		•  The CEO’s base salary has not changed since 2008. •  For other NEOs, base salary is targeted at the average of the size-adjusted median and 65th percentile of general industry survey data (and for the CFO, peer group proxy data), with adjustments as needed to reflect individual performance and responsibilities.
Annual Incentive Plan (AIP)		•   Encourages and rewards valuable contributions to our annual financial and operational performance objectives. objectives
Plan (AIP)	•   Designed to reward high performance and achievement of corporatefinancial, individual and individualsecurity program goals by key employees, including our NEOs.		•  The CEO’s annual cash incentive opportunity has not changed since 2011. •  For other NEOs annual cash incentive is targeted at the median of the general industry survey data. •  Awards are capped at 200% of target value.
Long-Term Incentive (LTI)		•  Retains our executives and drives stock performance for shareholders; rewardsRewards stock performance on both an absolute basis and relative to peers. the S&P 500 Index
Incentive Plan (LTI)	•   PerformanceTSR performance shares provide a comprehensive and relevant comparison for our share price performance as an S&P 500 Index member. member and also align with shareholder interests, as higher cumulative TSR results in higher returns for shareholders
	•   RSUs are time-vested and primarily encourage retention and alignment with long-term shareholder interests. interests
	•   All 2016 increases in the CEO’s pay opportunity were appliedStock options are time-vested and provide value only to the performance share componentextent our stock price increases, thereby aligning executives’ interests with those of the LTI program. •  For other NEOs, LTI award sizes are targeted to median peer group levels, adjusted to reflect individual performance. •  Unvested performance shares and RSUs granted prior to 2017 do not earn dividends. shareholders
Retirement Benefits		•   Provide post-retirement security. Such benefits directly reward continued service and indirectly reward individual performance.		•  Retirement benefits include participation in pension and savings plans, deferral plans and a supplemental retirement plan. performance
Perquisites		•   For a discussion of the business objectives for providing perquisites, and the details of perquisites provided, see page 36. 45
Provision of Change-in-Control ProtectionChange-in-ControlProtection		•   For a discussion of the business objectives for providing change-in-control protection, and the details of change-in-control protection provided, see pages 3746-47 and 48-53. 64-66

 

Benchmarking Process and Use of a Peer Group

Peer Group Used for Compensation Purposes

 

We consider market pay practices and our relative size and performance versus peers when setting executive compensation.target pay opportunities for our executives, in addition to evaluations of individual performance. The Compensation Committee uses benchmarking as one input toof several inputs for decision-making with respect to setting competitive executive pay levels. For 2016, the benchmarking process was different for Mr. Smith compared to the other NEOs, for the reasons explained below.

CEO Benchmarking

Pay increases for Mr. Smith have been data-derived and moderate by market standards despite the Company’s significant growth.

Market annualized increases from 2006 through 2016 were 1% for base salary, 1.4% for target annual bonus and 7% for target long-term equity incentives, resulting in a 5% average annual increase in total compensation opportunities for Mr. Smith compared to the Company’s annualized average TSR over that period of 12.5%. In addition, Mr. Smith’s actual compensation payouts have varied considerably from year to year depending on Company performance.

EQUIFAX INC. - 2017 Proxy Statement28

Back to Contents

During Mr. Smith’s tenure, the Compensation Committee has also made his pay opportunities increasingly longer-term and performance-based:

•	Base salary has not increased since 2008; instead, all increases since then indicated by benchmarking data have been applied to the performance-based portion of LTI opportunities.
•	Target annual incentive as a percent of base salary has increased only five percentage points during Mr. Smith’s 12-year tenure.
•	Since Mr. Smith joined the Company in 2005 at total compensation levels necessary to attract him from his 22-year career at General Electric Company, the Compensation Committee has adjusted his pay opportunities based on annual changes corresponding to the constant sample general industry market movement for CEOs in the Aon Hewitt Total Compensation Measurement database. As it has in each year since 2008, for 2016 the Committee reflected the pay increase indicated by such market movement in the performance-based component of Mr. Smith’s target LTI opportunity.
•	Since the Company’s adoption of performance shares in 2012, all compensation increases indicated by benchmarking data have been applied to the performance share component of Mr. Smith’s annual LTI opportunities. Moreover, the Compensation Committee has steadily increased the ratio of performance-based LTI awards to time-based LTI awards, as shown in the following chart:

CEO LONG-TERM INCENTIVE MIX

The table below compares the rate of change in CEO total direct compensation (as reported in the Summary Compensation Table, excluding “change in pension value and nonqualified deferred compensation earnings” and the effect of estimated forfeitures) and the indexed cumulative TSR of our stock over the period 2011-2016:

COMPARISON OF CEO ANNUAL TOTAL DIRECT COMPENSATION
TO TSR PERFORMANCE

EQUIFAX INC. - 2017 Proxy Statement29

Back to Contents

Other NEO Benchmarking

 

For our NEOs, in 20162018, we conducted a detailed market review of executive pay to evaluate each element of pay competitiveness, reviewed pay practices of our peers and the broader market, and compared performance against market data as described below. This analysis was discussed and reviewed by the Compensation Committee with its independent compensation consultant. Two primary types of market data were used to compile this analysis:

 

•	General industry data,focusing on data from those companies similar in size to the Company, was drawn from the Aon Hewitt Total Compensation by Industry database; and, for base salaries and annual incentives, also data from thedatabase, Willis Towers Watson U.S. General Industry Executive Database (orand the Mercer Survey Data if Towers Watson DataBenchmark Database. The Compensation Committee utilizes this broad-based, third-party survey data to gain a general understanding of the current compensation practices and trends in the market. Competitive market practice is unavailable).only one of several factors considered by the Compensation Committee when approving the elements and amounts of compensation awarded to senior executives.
•	Peer group proxy data,for 2018 long-term incentives (and, for the CFO only, for base salary) was drawn from available proxy statements and public reports for the following 13 publicly-held companies:

2018 Peer Group

 

PEER GROUP
Alliance Data Systems Corp.	Fidelity National Financial, Inc.	Intuit Inc.
Automatic Data Processing Inc.	Fidelity National Information Services, Inc.	Moody’s Corp.
CGI Group Inc.	Fiserv Inc.	Paychex Inc.
DST Systems Inc.	FTI Consulting Inc.	The Western Union Co.
Dun & Bradstreet Corp.

 

EQUIFAX INC. - 2019 Proxy Statement    35

Back to Contents

The Compensation Committee selected this peer group after consultation with its compensation consultant,in 2009 primarily based upon criteria such as companies against which we compete directly or indirectly for capital, executive talent and, in some cases, business. Because there were no publicly-held, stand-alone direct U.S. competitors across all of our businesses at the time, of the survey, we focused on similarly complex companies that compete with us in a significant aspect of our business, have similar customers, or are in the business of data and analytics-based business solutions delivered through technology. Industries represented by these companies included information and delivery systems, publishing, specialized finance, information technology consulting services, data processing, outsourced services and application software. The group was unchanged for 2016 as compared to 2015.

2019 Peer Group

 

We aim to provide sufficient competitive pay to attractIn September 2018, following review and retain experienced and successful executives and to attract executives from larger companies with a track recordbased on the recommendations of creating scalable processes necessary to create and sustain significant growth. We are at median in market capitalization relative to ourits independent compensation consultant, the Committee revised its peer group to include the 17 publicly-held companies though below median in total revenue. This philosophy positions us for business expansion without undue cost to the Company.set forth below:

 

Alliance Data Systems Corp.	First Data Corporation	Paychex, Inc.
Black Knight, Inc.	Fiserv, Inc.	Total System Services, Inc.
Broadridge Financial Solutions, Inc.	Gartner, Inc.	TransUnion
CoreLogic, Inc.	Global Payments, Inc.	Verisk Analytics, Inc.
FactSect Research Systems, Inc.	Jack Henry & Associates, Inc.	Worldpay, Inc.
Fidelity National Information Services	Moody’s Corporation

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

Peer Group for Performance Shares

 

The above-named2018 peer group companies weredescribed above was deemed appropriate for compensation purposes, but theirthe stock performance of those companies does not necessarily varyadjust based on the same economic factors as ours. For that reason, the Committee believes that a broader peer group is more appropriate for evaluating TSR performance for performance shares issued under our LTI program. An expanded peer group provides a broader index for comparison and better alignment with shareholder investment choices. Therefore, the Compensation Committee uses the companies in the S&P 500 Index (of which we are a member) for determining TSRas the comparator group for that purpose.

 

Use of “Tally Sheets” and Wealth Accumulation Analysis

 

In 2016,On a regular basis, the Compensation Committee’s independent compensation consultant preparedprepares “tally sheets” relating to compensation of the NEOs. The tally sheets quantifiedquantify 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 allowedallow the Committee to assess the cumulative impact of its past compensation decisions. As a result of viewing the tally sheets, the CommitteeTally sheet review in 2018 did not deemlead to any changes to be necessary to the structure of the totalspecific compensation package or specific NEO compensation for 2016.program changes.

 

Other Factors Considered in Setting Pay Opportunities for NEOs other than the CEO

 

The CEO and the Compensation Committee consider a number of factors in addition to the market data in determining individual pay amounts (base salaries, payout of the individual portion of short-term incentive and yearlyannual equity grants). Such factors include an individual’s general level of performance, the individual’s demonstrated success in meeting or exceeding business objectives and creating shareholder value, job market conditions, our operating environment and business challenges, the individual’s importance to our business, succession planning considerations, salary budget guidelines and the individual’s pay in the context of others at the Company. The application of discretion based on such factors may result in pay opportunities that are different from market as determined above. The Committee has not adopted a policy with regard to the relationship of compensation among the CEO and the other NEOs or other employees and exercises its discretion in determining actual and relative compensation levels. Overall compensation opportunities reflect our executives’ positions, responsibilities and tenuretenure.

Analysis of 2018 Compensation Decisions

2018 CEO Compensation

On April 16, 2018, Mark Begor was appointed as our Chief Executive Officer. On March 27, 2018, the Company entered into an employment agreement with Mr. Begor to serve as Chief Executive Officer (the “CEO Employment Agreement”). The Committee conducted a comprehensive market review in connection with the approval of his new hire compensation package. Under the Employment Agreement, Mr. Begor’s base salary is $1.5 million and are generally similarhe is eligible for executives who have comparable levelsan annual incentive bonus of responsibility (although actual payouts may differ100% of his annual base salary with a maximum payout of 200% of annual base salary, depending on relative performance).the achievement of performance criteria established by the Board. Mr. Begor’s base salary and annual incentive target opportunity were prorated for 2018, reflecting his partial year of service. On May 4, 2018, in accordance with the Employment Agreement, Mr. Begor received an initial equity award with a value of $7 million, consisting of (i) $3.5 million in performance shares, (ii) $1.75 million in time-based RSUs and (iii) $1.75 million in stock options. In addition, Mr. Begor was awarded a one-time special grant in the amount of $10 million, comprised of equity awards in the same proportions as the initial equity

 

EQUIFAX INC. - 20172019 Proxy Statement3036

Back to Contents

Analysisaward above (the “New Hire Award”). The one-time New Hire Award was granted to compensate Mr. Begor for foregoing pay that had already been earned from his prior employer in order to assume the role of 2016 Compensation DecisionsEquifax CEO. The terms of Mr. Begor’s Employment Agreement are discussed in further detail under “CEO Employment Agreement” on page 46.

 

20162018 Other NEO Compensation

Messrs. Gamble, Kelley, Farshchi and Koehler

 

In February 2016,2018, following a thorough review and taking into account the 2017 cybersecurity incident, the Compensation Committee took the following actions described below with respect to 20162018 compensation for Messrs. Gamble and Kelley. Messrs. Farshchi and Koehler were hired in late February 2018 and June 2018, respectively. The Committee considered relevant market data in connection with the NEOs:approval of their individual new hire compensation packages.

 

•	Base Salary. Mr. Gamble received a base salary increase of 4.0% effective February 20, 2016. Mr. Kelley received a merit increase in the form of a lump sum payment in the amount of 4.0% of his base salary ($21,012), which was paid on March 4, 2016. Ms. Rushing received a merit increase in the form of a lump sum payment in the amount of 4.0% of her base salary ($18,952), which was paid on March 4, 2016. These increases were part of a normal merit increase process. The base salary of Mr. Ploder was increased in November 2015 in connection with his business unit leader rotation, and therefore he did not receive a merit increase in 2016. For Mr. Smith, the Compensation Committee determined that any pay increase suggested by market movement should instead increase the performance-based portion of the long-term incentive program.
•	2016 AIP Opportunities. The target annual cash incentive opportunities for 2016, expressed as a percentage of base salary earned, were unchanged from 2015 for the NEOs.
•	2016 LTI Opportunities. For NEOs other than the CEO, as in prior years, 2016 long-term incentive opportunities were set in a range of plus or minus 25% around the market data. Mr. Smith took 2015 individual performance and the market data into account in recommendations for Compensation Committee approval of the 2016 awards for the other NEOs. See “CEO Benchmarking” on page 28 for a discussion of how Mr. Smith’s long-term incentive opportunity was determined.

Base Salary. Messrs. Gamble and Kelley each received a base salary increase of 3.0% effective February 17, 2018. These increases were part of the normal merit increase process. Messrs. Farshchi and Koehler were hired in 2018 and their base salaries were set at $500,000 and $625,000, respectively.

2018 AIP Opportunities. Mr. Gamble’s target annual cash incentive opportunity, expressed as a percentage of base salary earned, increased to 75% in 2018 compared to 60% in 2017. Mr. Kelley’s target annual cash incentive opportunity was unchanged from 2017. Messrs. Farshchi and Koehler were hired in 2018 and their target annual cash incentive opportunities were set at 60% and 75%, respectively.

2018 LTI Opportunities. For Messrs. Gamble and Kelley, 2018 long-term incentive opportunities were informed by market data and individual performance. Messrs. Farshchi and Koehler were hired in 2018 and their target long-term incentive opportunities were informed by market data.

Mr. Barros

 

2016On September 26, 2017, Mr. Barros was appointed as our interim CEO and the Compensation Committee approved adjustments to his compensation package to reflect the changed scope of his role. During 2018, Mr. Barros served as interim CEO from January 1, 2018 to April 16, 2018. During that period, he received a monthly cash payment of $25,000 in addition to his existing annual base salary. When he became interim CEO, he continued to participate in the AIP with a target opportunity of 60% of his modified base salary with a maximum payout of 120% of salary. He also received a one-time appointment grant of $1.5 million in time-vested RSUs which vest three years from the grant date. Mr. Barros also received a special cash incentive opportunity of $500,000 in connection with his assumption of the role of interim Chief Executive Officer, which was paid on April 16, 2018.

During the period from April 17, 2018 to December 31, 2018, Mr. Barros received a monthly cash payment of $25,000 in addition to his then-effective annual base salary ($484,100). After leaving the role of interim CEO, he continued to participate in the AIP with a target opportunity of 60% of his modified base salary with a maximum payout of 120% of salary.

2018 Annual Cash Incentive GoalsStructures and Outcomes

Summary

 

Annual cash incentive awards are designed to reward the achievement of near-term business goals. In addition to financial metrics, annual incentive awards are based on an assessment of individual leadership qualities and contributions toward the achievement of business and strategic goals. In 2018, the Compensation Committee added a cybersecurity performance measure as one of the metrics under the AIP.

When setting the range of performance goals for Corporate Adjusted EPS and Corporate Operating Revenue at the outset of the fiscal year, the Compensation Committee consideredconsiders our financial results from the prior year and our annual operating budget for the coming year. The Committee also consideredconsiders the history of attainment of goals in prior years, economic and industry conditions, industry sector performance and the views of our shareholders.

 

The 20162018 corporate financial performance objectivesgoals for the NEOs with Company-wide responsibilities (Messrs. Smith, Gamble and Kelley and Ms. Rushing) were based on Corporate Adjusted EPS (used to measure profitability) and Corporate Operating Revenue (used to measure top line business growth). We refer to this as the Corporate Plan. The financial objectivesgoals for Mr. Ploder, as business unit leader,leaders were focused primarily on relevant business unit revenue and operating income performance (used to measure unit growth and profitability), as well as Corporate Adjusted EPS (to emphasize profitability of the Company as a whole). We refer to these as Business Unit Plans.

 

Establishment of Corporate-Level Financial Goals

The Compensation Committee established corporate financial goals required to earn a cash incentive award for 20162018 in a manner that iswas designed, to, within reasonable limits, to encourage achievement that exceeds target goals and penalize underachievement, while recognizingunderachievement. The financial goals under our compensation program are established with reference to the need to encourage performance throughoutprojections set forth in our annual operating budget, which is approved by the year.Board. We set challenging but realizable,achievable goals, including those that are realizable only as a result ofmaximum payout opportunities requiring exceptional performance, for the Company and our executives in order to drive the achievement of our short- and long-term objectives. In 2018, Messrs. Begor, Farshchi, Gamble, Kelley and Koehler were participants in the Corporate Plan. For the portions of 2018 that Mr. Barros served as interim CEO (January 1, 2018 to April 16, 2018) and during the period prior to his assumption of the role of President–USIS (April 17, 2018 to July 19, 2018), he was a participant in the Corporate Plan and his performance goals under the AIP were solely corporate-level financial goals.

 

Performance Measure(1)	Weight	Threshold (25% payout)	Target (100% payout)	Maximum (200% payout)
Corporate Adjusted EPS	65%	$4.665	$4.979 (6.7% above Threshold)(2)	$5.110 (9.5% above Threshold)(3)
Corporate Operating Revenue	15%	$2.879 billion	$3.046 billion (5.8% above Threshold)(2)	$3.124 billion (8.5% above Threshold)(3)

EQUIFAX INC. - 2019 Proxy Statement    37

Back to Contents

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

Performance Measure(1)		Weight (%)		Threshold (25% payout)		Target (100% payout)		Maximum (200% payout)
Corporate Adjusted EPS		65		$5.42		$6.00 (10.6% above Threshold)(2)		$6.24 (15.0% above Threshold)(3)
Corporate Operating Revenue		15		$3.285 billion		$3.553 billion (8.1% above Threshold)(2)		$3.695 billion (12.5% above Threshold)(3)

(1)	Corporate Adjusted EPS for 20162018 as reported in this Executive Compensation section is a non-GAAP financial measure used by the Company for incentive measurement purposes. Reconciliation of the Company’s non-GAAP financial measures to the corresponding GAAP financial measures can be found under “GAAP/“Non-GAAP Measures”on the Investor Relations page of our website atwww.equifax.com. For incentive measurement purposes, Corporate Operating Revenue is adjusted and Corporate Adjusted EPS is furtherare adjusted to be stated in constant dollars at our budgeted 20162018 foreign exchange rates. For 2018, Corporate Adjusted EPS was further adjusted to allocate part of an unbudgeted corporate-level income tax benefit from the corporate plan to participating business unit plans.
(2)	Based on our publicly-disclosed strategic goals, long-term financial objectives and performance expectations for 2016.2018.
(3)	Set based on our most challenging “stretch” goals for 2016.2018.

 

Payouts for achievement between threshold and target, and between target and maximum, are determined based upon straight line interpolation. For 2018, Corporate Adjusted EPS was further adjusted to allocate part of an unbudgeted corporate-level income tax benefit from the corporate plan to participating business unit plans. Pursuant to the terms of the annual incentive plan,AIP, awards are subject to the Committee’s authority to reduce awards through the exercise of its negative discretion;discretion and an individual award limit of $5 million; and a formula or “cap” designed so that such awards may be deductible by the Company under Section 162(m) of the Internal Revenue Code (the “Code”), as described under “Consideration of Certain Tax Effects” on page 37.million.

EQUIFAX INC. - 2017 Proxy Statement31

Back to Contents

Establishment of Business Unit-Level Financial Goals

 

The 2016 corporateCompensation Committee established a Business Unit Plan for the Workforce Solutions, USIS, Global Consumer Solutions and International business units. The Compensation Committee established business unit-level financial goals required to earn a cash incentive award for 2018 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.

For the portion of 2018 that Mr. Barros served as President–USIS (July 20, 2018 to December 31, 2018), he participated in the Business Unit Plan for the USIS business unit.

The 2018 business unit objectives for Mr. Ploder,Barros (during the portion of 2018 he participated in a business unit leader,Business Unit Plan) were established as follows:

 

Performance Measure	Weight	Threshold (25% payout)	Target (100% payout)	Maximum (200% payout)
Corporate Adjusted EPS	30%	$4.665	$4.979	$5.110
Workforce Solutions Operating Revenue	30%	$613.4 million	$648.9 million	$665.6 million
Workforce Solutions Operating Income	20%	$250.9 million	$270.9 million	$285.8 million

USIS Plan—Performance Measures		Weight (%)		Threshold (25% payout)		Target (100% payout)		Maximum (200% payout)
Corporate Adjusted EPS		30		$5.42		$6.00		$6.24
USIS Operating Revenue		30		$1.233 billion		$1.305 billion		$1.357 billion
USIS Operating Income		20		$520.3 million		$561.8 million		$595.5 million

 

EstablishmentEvaluation of Individual NEO Performance Objectives

Individual personal objectives are specific to each executive officer positionNEO and may relate to:are subject to adjustment over the course of the year in view of business circumstances. In 2018, the general performance objectives for the leadership team included:

 

•	execution on our business strategy;
•	strategic growth through new product innovation, technology and analytical services, product synergies, acquisitions that provide greater geographic diversity, and expansion of data sources;
•	development of scalable processes, leveraging applications and managing expenses to ensure expense growth does not exceed revenue growth; and
•	non-financial goals that are important to the Company’s success, including objectives related to data security and enterprise risk management, as well as people-related objectives such as talent management and demonstrating leadership through behavior consistent with our values, and any other business priority.Company values.

 

PersonalKey objectives for theour NEOs and other members of the senior managementleadership team are set attypically addressed in the startfirst quarter of each fiscal year, in connection with the preparation of the Company’s business plan and approved by the CEO.overall strategy. At the end of the fiscaleach year, the CEO uses his judgment to evaluateevaluates the performance of the other NEOs, against their personal objectives, taking into account performance for the just-completed fiscal year versus predefined commitments for the fiscal year;such year, as well as any unforeseen financial, operational and strategic issues of the Company; and any other relevant information. TheThese performance evaluations are subject to the review and approval of the Compensation Committee, reviews and approves this performance evaluation andwhich also evaluates the performance of the CEO in a similar manner, with input from the full Board.

 

For 2018, the 2016 fiscal year,plan structure set individual performance rating categories and award opportunities for the NEOs wereat needs improvement (no individual performance award), achieves expectations (award at 100% of Target), exceeds expectations (award at 150% of Target) and distinguished (award at 200% of Target).

 

EQUIFAX INC. - 2019 Proxy Statement    38

Back to Contents

Cybersecurity Performance Measure

In 2018, the Compensation Committee added a cybersecurity performance measure as one of the metrics under the AIP. The 2016 individualCommittee believes that a cybersecurity performance ratings are describedmeasure that impacts compensation will support the Company’s goal of leading our industry in data security. Performance relating to the cybersecurity metric will not increase, but it may decrease, the actual amount payable under the AIP. The extent of this reduction may range between 0% to 25% of the total AIP amount otherwise payable.

For 2018, the Compensation Committee, in consultation with the Technology Committee, established an objective cybersecurity performance measure that was designed to assess the Company’s progress in improving the maturity of its security program. The Company’s security program maturity is measured against goals established with respect to the National Institute of Standards and Technology (“NIST”) cybersecurity framework, which is a voluntary framework consisting of standards, guidelines and best practices to manage cybersecurity-related risk. The NIST framework enables organizations to benchmark and improve their information security based on five identified functions deemed critical to an effective security program: identify, protect, detect, respond and recover. The Compensation Committee, based on the recommendation of the Technology Committee, established a threshold and target level of achievement for the AIP cybersecurity performance measure based on the NIST framework. These levels measure the progress the Company has made in enhancing its cybersecurity program. The target level is intended to be challenging yet reasonably achievable.

As contemplated under the Technology Committee charter, a third party consulting firm assisted the Technology Committee in establishing the security performance goal and measuring the Company’s progress for 2018 for purposes of evaluating the effectiveness of the Company’s overall security program. For AIP purposes, if the Company performed at threshold or below for each NEO, all of whom had objectives relatedthe cybersecurity measure, then the AIP amount otherwise payable would be reduced by 25%. If the Company performed between threshold and target for the cybersecurity measure, then the AIP amounts otherwise payable would be reduced between 0% and 25% based on achievement between the threshold and target levels. If the Company achieved target or above for the cybersecurity measure, there would be no reduction to people, including talent development and management and succession planning; improving operational efficiencies through LEAN programs to reduce costs; disaster recovery planning; customer satisfaction; regulatory compliance; and enterprise risk management. Each NEO also had Company-wide or business unit objectives related to long-term strategic objectives.the AIP amount otherwise payable.

 

2016For 2018, the Company’s performance for the cybersecurity measure was above target. As a result, the AIP amounts otherwise payable to the NEOs were not reduced.

Overview of 2018 Annual Cash Incentive Awards

 

In February 2017,2019, the Compensation Committee reviewed each NEO’s performance against the pre-established 20162018 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 the maximum level). Awards paid to our NEOs under the 2018 AIP were determined based upon achievement measured against specified financial goals (80% weighting) and individual objectives (20% weighting). The cybersecurity performance measure could also reduce an AIP amount otherwise payable by 0% to 25%. As described above, the Company’s performance for the cybersecurity measure was above target and AIP amounts otherwise payable were not reduced. The target incentives,and maximum performance factors and weightings,incentives, along with 2016a summary of the actual 2018 awards forearned by the NEOs, are set forth in the table below. A detailed description of how 2016each NEO’s 2018 incentive awards wereaward was achieved follows the table.

 

Named Executive Officer		Base Salary ($)		Target Incentive (as Percentage of Salary) (%)		Target Incentive ($)		Maximum Incentive ($)(1)		Performance Factors and Weighting		Achievement (%)		FY2016 Incentive as Percentage of Target (%)		2016 Incentive ($)
R. Smith		1,450,000		105		1,522,500		3,045,000		Corporate Results, 80% Individual Results, 20%		210		200		3,045,000
J. Gamble		632,243		60		379,346		758,692		Corporate Results, 80% Individual Results, 20%		120		200		758,692
J. Kelley		546,312		60		327,787		655,574		Corporate Results, 80% Individual Results, 20%		120		200		655,574
R. Ploder		500,000		60		300,000		600,000		Corporate Results, 80% Individual Results, 20%		120		200		600,000
C. Rushing		492,752		60		295,651		591,302		Corporate Results, 80% Individual Results, 20%		114		190		561,737

Named Executive Officer		Base Salary ($)		Target Incentive (as Percentage of Salary) (%)		Target Incentive ($)		Maximum Incentive ($)(1)		Achievement (as Percentage of Salary) (%)		Earned 2018 Incentive as Percentage of Target (%)		2018 Incentive ($)
M. Begor(2)		1,009,615		100		1,009,615		2,019,230		80		80		806,833
J. Gamble		681,622		75		511,217		1,022,434		75		100		510,781
J. Farshchi(3)		403,846		60		300,000		600,000		60		100		299,745
J. Kelley		538,332		60		322,999		645,998		60		100		322,724
B. Koehler(4)		317,308		75		237,981		475,962		75		100		237,778
P. Barros(5)		781,660		60		468,996		937,992		53		88		413,388

(1)   The maximum incentive for each is 200% of Target.

(1)	The maximum incentive for each is 200% of Target.
(2)	Pursuant to the terms of his employment agreement, Mr. Begor’s $1,500,000 base salary and annual incentive target opportunity were prorated for 2018, reflecting his appointment as CEO on April 16, 2018.
(3)	Mr. Farshchi’s $500,000 base salary was prorated for 2018, reflecting his appointment as CISO on February 26, 2018; however, his annual incentive opportunity was calculated based upon his full year base salary.
(4)	Mr. Koehler’s $625,000 base salary and annual incentive target opportunity were prorated for 2018, reflecting his appointment as CTO on June 14, 2018.
(5)	Base salary includes monthly cash payments.

 

EQUIFAX INC. - 20172019 Proxy Statement3239

Back to Contents

Determination of Eacheach NEO’s Performance and Annual Cash Incentive

 

Richard F. Smith, Chairman and CEOMark Begor, Chief Executive Officer

 

Objectives		Target Level				Actual Results				Actual as a % of Target				2016 Incentive			Weight (%)		Target Level				Actual Results				Actual as a % of Target				2018 Incentive
Corporate Adjusted EPS		$	4.979			$	5.52				200			$	1,979,250		65		$	6.00			$	5.79				75			$	490,663
Corporate Operating Revenue		$	3.046 billion			$	3.14 billion				200			$	456,750		15		$	3.553 billion			$	3.41 billion				75			$	114,247
Individual Objectives		$	304,500				Distinguished				200			$	609,000		20		$	201,923				Distinguished				100	(1)		$	201,923

(1)

Mr. Begor was rated as “Distinguished” by the Board based on his leadership, but in consideration of the Company’s total shareholder return in 2018 and the early-stage nature of the transformational activities, the Committee concluded not to apply the same scale that applied to other NEOs and delivered the individual objectives component on an unadjusted basis at 100% of target.

 

Mr. SmithBegor achieved a rating of “Distinguished” based on his individual objectivesachievements for 2016.2018. These objectivesachievements included:

 

•	ExecutingDeveloping EFX2020, our multi-year business transformation strategy, including our technology transformation plan to modernize our infrastructure and applications while migrating to the Company’s strategypublic cloud.
•	Recruiting and hiring key members of diversifyingour leadership team who are critical to the future of our business, including our new Chief Technology Officer and deepening product offeringsour new President of USIS.
•	Investing in the continued strengthening of our data security program, including enhancing our core security competencies and reinforcing a “security first” culture throughout the Company at all levels.
•	Rebuilding trust with our customers, consumers, regulators, shareholders and other stakeholders through in-person meetings, public appearances and other engagement and outreach activities.
•	Realigning our organization to improve financial performance in all themove employees out of corporate and into our four business units in a highly challenging global business environment, generating the strong financial results previously noted in this CD&A.
•	Leading the Company’s effortsan effort to continue strategically buildingmove decision-making and rebalancing its capabilities with high value acquisitions, including expanding the Company’s geographic reach into Australia, New Zealand and other markets through the acquisition of the Veda Group Limited in February 2016.
•	Refining and executing the Company’s long-term Growth Playbook strategy by expandingresources closer to our role in client business decisions and processes through product innovation and delivering unique value to the customer.
•	Employing advanced analytics and technology to help drive client growth, security, efficiency and profitability.
•	Investing in emerging opportunities and international expansion.
	customers.
•	Diversifying data sourcesAssisting with the enhancement and products.strengthening of the Company’s risk management program, including overseeing the establishment of our Risk Office and hiring of a new SVP for Enterprise Risk and Compliance.
•	Working to expand our core competency of data and analytics by adding new data assets and enhancing our analytics capabilities.
•	Maximizing the use of analytics and decisioning technology to differentiate the Company’sInvesting in new product offerings.
•	Implementing measures to control expense growth in line with revenue growth; driving operational efficiencies through LEAN and other continuous business process improvements.
•	Drivinginnovation such as our NeuroDecision Technology, a performance-driven culture to deliver sustained long-term business growth; retaining and developing a strong leadership team; and demonstrating exemplary leadership and values.machine learning credit scoring methodology.

 

John Gamble, Corporate Vice President and Chief Financial Officer

 

Objectives		Target Level				Actual Results				Actual as a % of Target				2016 Incentive			Weight (%)		Target Level				Actual Results				Actual as a % of Target				2018 Incentive
Corporate Adjusted EPS		$	4.979			$	5.52				200			$	493,150		65		$	6.00			$	5.79				75			$	248,446
Corporate Operating Revenue		$	3.046 billion			$	3.14 billion				200			$	113,804		15		$	3.553 billion			$	3.41 billion				75			$	57,849
Individual Objectives		$	75,869				Distinguished				200			$	151,738		20		$	102,243				Distinguished				200			$	204,486

 

Mr. Gamble achieved a rating of “Distinguished” based on his individual objectivesachievements for 2016.2018. These objectivesachievements included:

 

Refinancing our debt obligations to eliminate near-term maturities and increase liquidity, including:

	–	Overseeing a successful $1 billion public debt offering in May 2018;
	–	Renegotiating our revolving credit facility in September 2018, increasing the borrowing amount from $900 million to $1.1 billion and extending the maturity date from November 2020 to September 2023; and
	–	Refinancing our $225 million accounts receivable securitization in November 2018 to extend the maturity date to November 2020.

•	Managing our balance sheet to accommodate over $300 million in transformation investments in 2018.
•	Working effectively with the legal department and outside auditors to prepare and timely file our quarterly and financial reports.
•	Overseeing the internal audit department’s expanded scope with respect to technology and security related audit activities.
•	Continuing to improve business performance transparency and performance drivers in the management of financial monitoring, reporting and analysis to achieve the 2016 corporate budget.analysis.
•	Implementing a capital planning process and effectively managing the Company’s capital structure (including completion of a $775 million public notes offering in May 2016), credit ratings, access to capital and allocation of capital among internal growth investments, acquisition and return of capital to shareholders.
•	Developing the 2017 corporate budget consistent with long-term growth objectives.
•	Enhancing the Company’s investor relations function, including broadening the Company’s investor base and improving the scope and content of support materials.
•	Continuing to advance and execute global enterprise risk management processes, including directing increased investment in data security, disaster recovery and regulatory compliance capabilities.
•	Providing effective support for mergers, acquisitions and other enterprise initiatives, including the $1.9 billion acquisition and successful integration of Veda Group Limited.
•	Leading the implementation of an enterprise billing and reporting system.
	initiatives.
•	Further developing global finance organization skills and capabilities.

 

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

Objectives		Target Level				Actual Results				Actual as a % of Target				2016 Incentive
Corporate Adjusted EPS		$	4.979			$	5.52				200			$	426,123
Corporate Operating Revenue		$	3.046 billion			$	3.14 billion				200			$	98,336
Individual Objectives		$	65,557				Distinguished				200			$	131,115

Mr. Kelley achieved a rating of “Distinguished” on his individual objectives for 2016. These objectives included:

•	Directing and improving the effectiveness and efficiency of the Company’s regulatory and government relations operations, including expanding government outreach programs, enhancing the Company’s engagement with the Consumer Financial Protection Bureau and continuing legislative efforts (both in the U.S. and internationally).
•	Continuing to improve business unit support and alignment.
•	Continuing to refine and build out the Company’s global security organization.

EQUIFAX INC. - 20172019 Proxy Statement3340

Back to Contents

Jamil Farshchi, Chief Information Security Officer

Objectives		Weight (%)		Target Level				Actual Results				Actual as a % of Target				2018 Incentive
Corporate Adjusted EPS		65		$	6.00			$	5.79				75			$	145,797
Corporate Operating Revenue		15		$	3.553 billion			$	3.41 billion				75			$	33,948
Individual Objectives		20		$	60,000				Distinguished				200			$	120,000

Mr. Farshchi achieved a rating of “Distinguished” based on his achievements for 2018. These achievements included:

•	Enhancing the Company’s global sourcing organization, includingImproving our cybersecurity program by expanding the impactbreadth and depth of negotiation center of excellencedetection, response and deploying a new strategic model to select vendors.
	recovery capabilities.
•	Resolving several complex litigation matters and managing regulatory compliance.
	Implementing our new 24 x 7 x 365 security operations center.
•	Leveraging organizational changes to rotate and develop talent.Overseeing a comprehensive assessment of our security program by a third party assessor.
•	Achieving our 2018 goals for security program improvements, which directly correspond to the new cybersecurity performance measure added to the 2018 AIP.
•	Refining our security policies and technical standards.
•	Regaining key ISO and payment card industry compliance certifications.
•	Recruiting, integrating and developing approximately 180 security professionals.
•	Contributing to thought leadership through numerous organizations and forums, including by engaging in Atlanta for the Advances of Security (ATLAS), which brings together 22 Atlanta CISOs.
•	Being recognized as CISO of the Year by CIO Dive, a leading industry news publisher.

J. Kelley, Corporate Vice President, Chief Legal Officer and Corporate Secretary

Objectives		Weight (%)		Target Level				Actual Results				Actual as a % of Target				2018 Incentive
Corporate Adjusted EPS		65		$	6.00			$	5.79				75			$	156,974
Corporate Operating Revenue		15		$	3.553 billion			$	3.41 billion				75			$	36,550
Individual Objectives		20		$	64,600				Distinguished				200			$	129,200

Mr. Kelley achieved a rating of “Distinguished” based on his achievements for 2018. These achievements included:

•	Leading our response to the lawsuits and investigations stemming from the 2017 cybersecurity incident.
•	Overseeing our regulatory and government relations operations, including with respect to our response to the 2017 cybersecurity incident and pending legislation in the U.S. Congress.
•	Overseeing the legal department’s review and preparation of our numerous SEC filings and other public disclosures, including without limitation our quarterly reports on Form 10-Q, our annual report on Form 10-K and the proxy statement filed in connection with our 2018 Annual Meeting.
•	Overseeing the implementation of corporate governance reforms, including Board committee charter amendments, adoption of our enhanced clawback policy and updates to our insider trading program and procedures.
•	Overseeing our comprehensive, Board-directed shareholder engagement program, which resulted in meetings with holders of approximately 57% of our outstanding shares since the 2018 Annual Meeting.
•	Improving the legal department’s support of, and alignment with, our business units.
•	Providing effective support for mergers, acquisitions and other enterprise initiatives, including the $1.9 billion acquisition and successful integration of Veda Group Limited.
•	Implementing an organizational realignment for the global legal and government relations organizations.initiatives.

 

Rodolfo O. Ploder, President – Workforce SolutionsBryson Koehler, Chief Technology Officer

 

Objectives		Target Level				Actual Results				Actual as a % of Target				2016 Incentive			Weight (%)		Target Level				Actual Results				Actual as a % of Target				2018 Incentive
Corporate Adjusted EPS		$	4.979			$	5.52				200			$	180,000		65		$	6.00			$	5.79				75			$	115,656
Workforce Solutions Operating Revenue		$	649 million			$	702 million				200			$	180,000
Workforce Solutions Operating Income		$	271 million			$	296 million				200			$	120,000
Corporate Operating Revenue																	15		$	3.553 billion			$	3.41 billion				75			$	26,930
Individual Objectives		$	60,000				Distinguished				200			$	120,000		20		$	47,596				Distinguished				200			$	95,192

 

Mr. PloderKoehler achieved a rating of “Distinguished” based on his individual objectivesachievements for 2016. His objectives2018. These achievements included:

 

•	Growing The Work Number instant employment verification database, expanding strategic partnerships and improving the Company’s data analytic capability and use of trended data.
•	Diversifying growth in verification services, including implementing targeted strategies and sales execution objectives to increase market share and deliver quality services and expanding channel partnerships and the enterprise selling model.
•	Maximizing employer compliance with the Affordable Care Act.
•	Leveraging talent strategy to source internal candidates to ensure Workforce Solutions has talent for future growth.
•	Deploying strategies to provide solutions for client human resources compliance challenges, including developing a best in class compliance solution.
•	IncreasingDesigning our leadership position in unemployment claims management.
	long-term, cloud-based technology strategy.
•	Executing acquisition growth strategy, including identification of potential targets with desired strategic, financialon our initial migration to the public cloud and cultural characteristics.

Coretha M. Rushing, Corporate Vice President and Chief Human Resources Officer

Objectives		Target Level				Actual Results				Actual as a % of Target				2016 Incentive
Corporate Adjusted EPS		$	4.979			$	5.52				200			$	384,347
Corporate Operating Revenue		$	3.046 billion			$	3.14 billion				200			$	88,695
Individual Objectives		$	59,130			$	Exceeds				150			$	88,695

Ms. Rushing achieved a rating of “Exceeds” on her individual objectives for 2016. These objectives included:

•	Deploying enterprise talent acquisition strategy to address critical talent needs, including activating frontline manger engagement survey action plans and launching an enterprise-wide real-time recognition program.
	employing virtual private cloud deployment techniques.
•	Expanding learningDeveloping a plan to rationalize and career development programs and opportunities.
	rebuild our portfolio application using cloud-focused services.
•	Designing a construct for reframing total rewards programs to respond to changing market and business requirements.
	Prioritizing security when determining technology decisions.
•	Continuing to improve Company human resources support and programs.
•	Leveraging human resources systems to maximize utilization of metrics for improved workforce analytics.
•	Designing and deploying a strategy to increase alignment between corporate priorities and The Equifax Foundation.
•	Further developing skills and capabilities in the global human resources organization.
•	Providing effective support for mergers, acquisitions and other enterprise initiatives,Effectively overseeing our increased technology investment, including the $1.9 billion acquisition and successful integration of Veda Group Limited.

Long-Term Equity Incentive Compensation

Summary. In 2016, the NEOs received annual equity awards comprised of a mix of performance shares and RSUs.

•	Performance shares, which are valued based on the performance of our stock relative to companies in a broad market index after a three-year period, continue to be an effective tool to motivate NEO performance in the long-term interests of the Company, and are appropriate for senior officers who have overall corporate oversight and responsibility and therefore a greater ability to impact shareholder value than otherhiring approximately 1,000 new technology department employees. Performance shares have an “at risk” component to incent the achievement of Company performance goals, with the maximum and minimum parameters designed to balance the Committee’s objectives of incenting performance in a way that enhances shareholder value and the retention of valuable executives.
•	RSUs provide motivation and retentive value through three-year cliff vesting schedules.

 

EQUIFAX INC. - 20172019 Proxy Statement3441

Back to Contents

Paulino Barros, Interim Chief Executive Officer; President—USIS

Effective January 1, 2018 to July 31, 2018:

Objectives		Weight (%)		Target Level				Actual Results				Actual as a % of Target				2018 Incentive
Corporate Adjusted EPS		65		$	6.00			$	5.79				75			$	132,383
Corporate Operating Revenue		15		$	3.553 billion			$	3.41 billion				75			$	30,824
Individual Objectives		20		$	54,480				Exceeds				150			$	81,720

Effective August 1, 2018 to December 31, 2018:

Objectives		Weight (%)		Target Level				Actual Results				Actual as a % of Target				2018 Incentive
Corporate Adjusted EPS		30		$	6.00			$	5.79				146	(1)		$	86,000
USIS Operating Revenue		30		$	1.305 billion			$	1.247 billion				40			$	23,481
USIS Operating Income		20		$	561.8 million			$	441.7 million				0			$	0
Individual Objectives		20		$	39,319				Exceeds				150			$	58,980

(1)

Corporate Adjusted EPS for 2018 as reported in this Executive Compensation section is a non-GAAP financial measure used by the Company for incentive measurement purposes. Reconciliation of the Company’s non-GAAP financial measures to the corresponding GAAP financial measures can be found under “Non-GAAP Measures” on the Investor Relations page of our website at www.equifax.com. For incentive measurement purposes, Corporate Operating Revenue and Corporate Adjusted EPS are adjusted to be stated in constant dollars at our budgeted 2018 foreign exchange rates. For 2018, Corporate Adjusted EPS was further adjusted to allocate part of an unbudgeted corporate-level income tax benefit from the corporate plan to participating business unit plans.

Mr. Barros achieved a rating of “Exceeds” based on his achievements for 2018. These achievements included:

•	Stewarding the Company as interim Chief Executive Officer following announcement of the 2017 cybersecurity incident through the appointment of Mr. Begor in April 2018.
•	Exhibiting strategic leadership following the initial response to the 2017 cybersecurity incident, including with respect to the recruitment and hiring of key IT and security professionals such as our CISO, Mr. Farshchi.
•	Rebuilding trust with our customers, consumers, regulators and other stakeholders through in-person meetings, public appearances and other engagement and outreach activities.
•	Ensuring the smooth transition of Mr. Begor as Chief Executive Officer and thereafter serving as the President—USIS, from July 2018 through February 2019.
•	Working to regain the trust and confidence of our customers and reestablish sales across the entire USIS portfolio.

Long-Term Equity Incentive Compensation

Summary

In February 2018, following a thorough review and taking into account feedback from investors, the Committee changed the 2018 LTI award mix for NEOs to consist of TSR performance shares (weighted 50%), RSUs (25%) and stock options (25%), as described in detail below. The Committee’s purpose in establishing this award mix was to ensure that long-term incentive pay opportunities remain primarily performance-based, as well as provide more line-of-sight and become nearer to market in design. The Committee also eliminated from the award mix the performance shares tied to three-year cumulative Adjusted EPS to avoid any incentive to limit spending on cybersecurity.

•	TSR performance shares have a value based on the performance of our stock relative to companies in the S&P 500 Index after a three-year period. Performance shares are “at risk” and, because stock performance is reflective of underlying business fundamentals, the TSR performance shares motivate achievement of the Company’s long-term financial and strategic performance objectives.
•	RSUs provide motivation and retentive value through a three-year cliff vesting schedule.
•	Stock options align senior officers’ interests with those of shareholders by rewarding financial performance that creates shareholder value over time, linking value to stock-price performance, and serving as a retention vehicle.

The Committee considers individual performance relative to the prior year and the prior year’s awards in granting RSUs and performance shares.long-term incentives. The value of equity grants increases with the level of position, and for the CEO and other NEOs is the largest element of the total compensation package. In determining the value of performance share and RSUlong-term incentive awards to executive officers other than the CEO, and the Committee considers numerous factors including the benchmarking data described above, individual performance, and the Company’s annual budget for equity awards and share run rate (a measure of actual equity-grant activity in relation to the total number of shares outstanding at the Company). Our total equity run rate for 2016 declined to 0.4%, from 0.5% in 2015. See “CEO Benchmarking” on page 28 for a discussion of how the CEO’s long-term incentive opportunity was calculated.

 

Performance Shares

TSR performance shares will be 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. This metric aligns with shareholder interests as higher cumulative TSR results in higher relative returns for shareholders as well as ensuring a correlation between performance and payouts. PerformanceTSR performance shares granted prior toin 2017 do notand later accrue dividend equivalent units. units which vest at the same time and at the same level of award attainment as the underlying shares.

EQUIFAX INC. - 2019 Proxy Statement    42

Back to Contents

The number of TSR performance shares payable is the target award multiplied by a percentage (from 0% to 200%) calculated by taking the average of the payout percentages achieved for 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. The award payout will nonetheless be capped at 100% if the Company’s average cumulative TSR percentile rank for the last four quarters of the performance period is equal to or greater than 50^thpercentile but the Company’s three-year cumulative TSR for the performance period is negative. Basing the award payout on the average of the payout percentages for each of the last four quarters of the three-year performance period is designed to counterbalancecounterbalances potential late performance period volatility and reflectreflects performance over the whole period. See “Actions Taken with Respect to 2017 Compensation” on page 40 for information regarding the 2017 performance share grants.

 

Payouts in February 2021 (if any) for the performance shares awarded on February 18, 2016March 5, 2018 will be as follows in February 2019,based on the following scale, with straight-line interpolation between the threshold and maximum levels:

 

TSR PERFORMANCE SHARESHARES: PERFORMANCE/PAYOUT SCALE

 

Company TSR Percentile		Performance Share Payout as a % of Target
90th		200%
70th		150%
50th		100%
30th		50%
Below 30th		0%

 

The TSR performance shares granted in 2018 were tracking at the 31^stpercentile (53% payment) at December 31, 2018.

Stock Options

The exercise price of stock options granted in 2018 is equal to the fair market value of our stock on the grant date. The stock options vest ratably over three years, assuming continued employment with the Company. The term of the stock options granted in 2018 is 10 years from the grant date, with certain exceptions in connection with a termination of employment or job elimination. Stock options granted in 2018 were underwater (exercise price above the stock price) as of December 31, 2018.

RSUs

RSUs represent a promisethe right to issuereceive unrestricted shares of our common stock once applicable service vesting and performance requirements are satisfied. The RSUs issued to NEOs vest on the third anniversary of the grant date. RSUs granted prior toin 2017 do notand later accrue dividend equivalent units. The value of RSUs varies directly with the market price of our common stock, but since some value is likely to be earned, they are used primarily for retention purposes. See “Actions Taken with Respect to 2017 Compensation” on page 40 for information regarding the 2017 RSU grants.

 

For Section 162(m) purposes so that such compensation may be tax-deductible by the Company, the Compensation Committee made the vesting of all performance shares and RSUs awarded in 2016 subject to certain maximum payout limitations based on the Company’s operating income levels on a cumulative annual basis over the applicable three-year vesting period, as described under “Consideration of Certain Tax Effects” on page 37.

Determination of 2016 Long-Term Incentive2018 LTI Grant Values.Values

The Compensation Committee determined long-term incentive grant values by establishing a dollar value within the appropriate range for each NEO other than the CEO and then converting this dollar value to a number of performance shares, RSUs and RSUsstock options based on athe closing stock price of $100.89 at February 18, 2016, using pre-arranged proportions for each.the Company’s common stock on the relevant grant date. The CEO’s mix was not pre-determined and the final mix of 70% performance shares/30% RSUs resulted from applying the full indicated pay increase to performance shares. The mix was 66⅔% performance shares and 33⅓% RSUs for the other NEOs. By using this approach, the number of RSUs varies from yearstock options granted is equal to year basedthe market value allocated to that component divided by 25% of fair market stock value on the stock price, even if the award value at grant stays consistent from year to year.date.

 

2016 Long-Term Incentive Awards. The Committee approved equity awards to the NEOs on February 18, 2016. The following table details the target grant value used by the Compensation Committee to determine the number of performance shares, RSUs and RSUs.stock options granted to each NEO in 2018. Actual grant date values, computed in accordance with applicable accounting standards, are disclosed in the “20162018 Grants of Plan-Based Awards” table on page 43.54. The actual value of equity awards that may be realized by the NEOs will depend on their continued service and our future stock price performance.

 

TARGET GRANT VALUE FOR 2018 ANNUAL EQUITY AWARDS

Name		Target Grant Value ($)				Target Number of Performance Shares Granted				Number of RSUs Granted				Number of Options Granted
M. Begor(1)			7,000,000				31,122				15,561				62,246
J. Gamble(2)			1,350,000				5,562				2,781				11,128
J. Farshchi(2)			750,000				3,090				1,545				6,182
J. Kelley(2)			1,075,000				4,429				2,215				8,859
B. Koehler(3)			900,000				3,644				1,822				7,289
P. Barros(2)			725,000				2,987				1,494				5,974

(1)	The Committee approved annual equity awards to Mr. Begor with a May 4, 2018 grant date. The closing stock price on such date was $112.46. See “CEO Employment Agreement” on page 46 for a detailed discussion of equity awards provided to the CEO in 2018.
(2)	The Committee approved annual equity awards to Messrs. Gamble, Farshchi, Kelley and Barros with a March 5, 2018 grant date. The closing stock price on such date was $121.35.
(3)	The Committee approved an annual equity award to Mr. Koehler with a July 27, 2018 grant date. The closing stock price on such date was $123.49.

EQUIFAX INC. - 20172019 Proxy Statement3543

Back to Contents

FEBRUARY 2016 TARGET GRANT VALUE FOR EQUITY AWARDS2018 New Hire LTI Awards

 

Name		Target Grant Value ($)		Target Number of Performance Shares Granted		Number of RSUs Granted
R. Smith		7,651,500		55,295		22,546
J. Gamble		1,300,000		8,591		4,295
J. Kelley		1,000,000		6,609		3,303
R. Ploder		820,000		5,419		2,709
C. Rushing		700,000		4,627		2,312

In addition to the annual LTI award, in connection with his appointment as CEO, Mr. Begor was awarded a one-time New Hire Award in the amount of $10 million. The one-time New Hire Award was granted to compensate Mr. Begor for foregoing pay that had already been earned from his prior employer in order to assume the role of Equifax CEO. The terms of Mr. Begor’s Employment Agreement, including details regarding the New Hire Award, are discussed under “CEO Employment Agreement” on page 46.

 

2014-2016In connection with their new leadership positions with the Company and to compensate them for foregoing pay previously earned at their prior employers, in addition to the annual LTI award, Messrs. Farshchi and Koehler were granted additional RSUs with grant date fair values of $2,250,000 and $4,800,000, respectively. Mr. Farshchi’s RSUs vest equally on the first and second anniversaries of the grant date (March 5, 2018). Mr. Koehler’s RSUs vest in three equal increments beginning on the first anniversary of the grant date (July 27, 2018).

2018 Special LTI Awards

To ensure continuity of leadership following the appointment of Mr. Begor as our CEO, in addition to the annual LTI award grant, Messrs. Gamble and Kelley were each granted additional RSUs and stock options with an aggregate grant date fair value of $1,000,000, and Mr. Barros was granted additional RSUs with an aggregate grant date fair value of $500,000. The RSUs vest on the third anniversary of the grant date (July 27, 2018) and the stock options vest in three equal increments beginning on the first anniversary of the grant date.

2016-2018 Performance Share Awards

 

In February 2017,2019, the Compensation Committee approved the vesting and payment of the FY2014-FY2016FY2016-FY2018 performance shares at 200%27.5% of their target award level. The Committee’s determination was based on the Company’s achievement of total shareholder return relative to companies in the S&P 500 Index (as constituted on the initial grant date, subject to certain adjustments) over the three-year performance period ended December 31, 2016.2018. 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 for each of the last four quarters of the performance period, based upon the Company’s cumulative TSR percentile ranking through the end of each such quarter, as shown in the “Outstanding Equity Awards at 20162018 Fiscal Year-End” table on page 45.56. The FY2014-FY2016FY2016-FY2018 performance share awards were grantedpaid to Messrs. Gamble, Kelley and Barros.

Decline in Value of Long-Term Incentives Demonstrates Intended Link to Performance

Our performance-based executive compensation program has operated as designed to align executive pay with performance. Following the announcement of the 2017 cybersecurity incident, the value of LTI awards held by our NEOs (other than Mr. Gamble, who washas declined significantly, consistent with our strong performance-based program design:

Because all LTI is denominated in equity, it declined in value at least commensurate with the stock price decline after the announcement. Further, because all LTI awards except RSUs are subject to performance and can result in no payout if goals are not then an executive officermet or stock option exercise price is not exceeded, most award values declined even more precipitously:

Award	Performance Measure	Vesting Date	Actual or Projected Payout
2016 performance shares	Three-year relative TSR	December 31, 2018	Paid out at 27.5% of target
2017 performance shares	Three-year relative TSR	December 31, 2019	Tracking below threshold (no payment) at December 31, 2018
2017 performance shares	Three-year cumulative Adjusted EPS	December 31, 2019	Tracking below threshold (no payment) at December 31, 2018
2018 performance shares	Three-year relative TSR	December 31, 2020	Tracking between threshold and target (payout of 53%) at December 31, 2018
2017 stock options	Stock price	December 31, 2019 (final vesting date)	Underwater (exercise price above the stock price) as of December 31, 2018
2018 stock options	Stock price	December 31, 2020 (final vesting date)	Underwater (exercise price above the stock price) as of December 31, 2018

The chart below compares the target grant date fair value of outstanding LTI awards held by our NEOs to the value of such awards as of December 31, 2018:

This chart reflects the following: (i) outstanding LTI compensation values; (ii) value for TSR performance shares assumes payout at the relative price and performance level achieved as of the Company) in February 2014.applicable date; (iii) value for Adjusted EPS performance shares assumes payout based on expected achievement of the performance measure as of the applicable date; and (iv) intrinsic value of outstanding stock options, all of which were underwater (exercise price above the stock price) as of December 31, 2018.

 

EQUIFAX INC. - 2019 Proxy Statement    44

Back to Contents

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 reporting officers under Section 16 of the Exchange Act in the first calendar quarter of each year (around the time of their annual performance reviews). In accordance with our policy and shareholder-approved 2008 Omnibus Incentive Plan, the Committee has delegated specific authority to the CEO to approve grants to non-executive officers and other eligible employees, typically in the fall of each year following their annual talent review cycle. We may make equity awards at other times during the year for new hires or other reasons, such as a job promotion or as a result of an acquisition.

 

We generally schedule Board and Committee meetings at least a year in advance and, as noted above, make annual equity awards to our NEOs at around the same time every year. We do not time our equity awards to take advantage of the release of earnings or other major announcements by us or market conditions.

 

Retirement and Other Benefits

 

Our NEOs receive retirement, deferred compensation and other benefits that are intendeddesigned to be part of a competitive package necessary to attract and retain executive talent. Consistent with this objective,We maintain the longer an employee remains with the Company, the larger thefollowing 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 is earned under the SERP described below. Service credit was frozen as of December 31, 2008, and pay was frozen as of December 31, 2012, under the U.S. Retirement Income Plan, or USRIP, for non-retirementpermits eligible employees including Messrs. Smith(including NEOs) to defer a portion of their compensation and Ploder and Ms. Rushing. Messrs. Gamble and Kelley were hired after the date on which the USRIP was closed to new hires and thus have no benefit under the USRIP (see “Defined Benefit Pension Plan” on page 44 and “Retirement Plan” on page 46). We provide our NEOs with benefits available to other eligible U.S. salaried employees. These benefits include medical, dental, life and disability insurance. In addition, we maintain a qualified retirement savings plan (the “401(k) Plan”) that includes a discretionaryreceive Company match of the employee’s pre-tax and after-taxmatching contributions.

 

For NEOs and other eligible participants, we also maintain a nonqualified supplemental retirement plan, or SERP, for competitive reasons to provide enhanced retirement benefits above what is allowed under the Code through qualified retirement plans, as well as to attract and retain key leadership and to enable orderly and timely succession. The SERP provides a maximum annual lifetime retirement benefit of 50% of base salary and bonus, based on years of credited service and reduced by benefits from the defined benefit pension plan. A more complete description of the USRIP in effect as of December 31, 2016 and the SERP is provided under “Additional Discussion of Material Items in Summary Compensation and Grants of Plan-Based Awards Tables” on page 43 and “Pension Benefits at 2016 Fiscal Year-End” on page 46.

The NEOs and certain other executives are eligible to participate in Company tax-deferred compensation plans. These plans allow the participants to defer cash compensation and gains otherwise recognized upon the vesting of RSUs. The purpose of these plans is to give eligible employees the opportunity to defer compensation on a pre-tax basis in addition to what is allowed under our 401(k) Plan, in order to enhance their retirement savings without additional Company contributions. The deferral plans are offered to eligible employees as part of a competitive compensation program, and are described in more detail after the “Non-Qualified Deferred Compensation” table on page 47. Amounts deferred under the plan are allocated to the plan investment options chosen by the executive and are adjusted daily for any gains or losses.

Perquisites

Perquisites do not reward any particular performance, but meet certain business objectives, which is why we choose to provide them. Perquisites for our executives have the following objectives:

•	maximizing the value of Company-provided compensation through provision of an annual financial planning allowance;
•	ensuring executives’ continued health and ability to render services to the Company through an annual physical program and, for the CEO, monitoring of home security;

EQUIFAX INC. - 2017 Proxy Statement36

Back to Contents

•	avoiding the executives having personal liability incidents interfere with work responsibilities by providing personal liability insurance;
•	providing monthly relocation living allowances under certain circumstances, as approved by the Compensation Committee, where the executive is expected to return after a relocation assignment;
•	providing life insurance coverage to the CEO above the level provided to all eligible employees to attract and retain CEO-level employees; and
•	for the CEO, facilitating the Company’s business interests and the CEO’s role as a Company representative in the community and business entertainment functions through reimbursement of club dues and event tickets.

The NEOs are eligible to receive financial planning and tax services in an annual amount of up to $50,000 for the CEO, and $10,000 for other NEOs ($12,500 in their first year for newly-hired executives); comprehensive medical examinations; executive life insurance coverage of $10 million for the CEO and $3 million for Mr. Ploder; personal excess liability insurance ($10 million for the CEO and $5 million for the other NEOs); two club memberships for the CEO used primarily for business purposes; and home security system monitoring expenses for the CEO. The attributed costs of perquisites are included in the “All Other Compensation” column of the Summary Compensation Table on page 41 and Note 8 thereto. Since 2011, we no longer provide tax reimbursement on the value of the applicable perquisite.

Employment Agreement and Change in Control Severance Agreements

We entered into an employment contract with Mr. Smith upon his hiring in 2005 but such agreements are not used with respect to the other executive officers, who are employed on an “at will” basis. The material provisions of Mr. Smith’s agreement are discussed under “Employment Agreement with Mr. Smith” on page 44 and following the “Potential Payments upon Termination or Change in Control” tables beginning on page 48.

We have entered into change in control agreements with our other NEOs, which are more fully described under “Potential Payments upon Termination or Change in Control.” The objective of having such agreements is to allow the participating officers to focus on their duties during the process of an acquisition by ensuring they receive benefits in the event of a change in control of the Company. The agreements are designed to reward executives for remaining employed when their prospects for continued employment following the transaction may be uncertain. We choose to provide such protection to safeguard shareholder value in the event the transaction is not consummated, and maximize the value of the Company by increasing the possibility of retaining an intact management team. The agreements are not intended to replace or affect other compensation elements.

Consideration of Certain Tax Effects

The Company’s tax deduction for compensation paid to each of the NEOs who are subject to the compensation limits of Code Section 162(m) is capped at $1 million. Section 162(m) provides an exemption from the $1 million cap for compensation qualifying as “performance-based.” We intend for our annual incentive and long-term incentive programs for NEOs to qualify for that exemption, though the portion of the CEO’s base salary that exceeds $1 million is not deductible under Section 162(m). The Compensation Committee reserves the right to provide compensation that does not qualify under Section 162(m).

For Section 162(m) purposes, the 2016 annual incentives for NEOs were capped at 1.5% of 2016 operating income ($12.9 million) for the CEO and 0.5% of 2016 operating income ($4.3 million) for each other NEO, and the Compensation Committee made the vesting of all performance shares and RSUs awarded in 2016 subject to the same cap based on the Company’s total operating income for the applicable three-year vesting period.

If the payments to an NEO on account of his or her termination as a result of a change in control exceed certain amounts, we may not be eligible to deduct certain of the payments for federal income tax purposes. In addition, the officer could be subject to a 20% excise tax on such payments. This excise tax is in addition to the executive’s normal income and payroll taxes. To offset the effect of the excise tax, we will make “gross-up” payments to NEOs who became eligible for the program before 2011, as reimbursement for the excise tax. In this way, the executive retains the same amount he or she would have retained had the excise tax not been imposed. As a result, however, the Company may be unable to deduct a large portion of the payments. We provide these payments because, by allowing executives to recognize the full intended economic benefits of their change-in-control agreement, it ensures that such payments meet the original goals of the program. Nevertheless, we have eliminated this excise tax gross-up feature for participants entering the program after 2010 (including Messrs. Gamble and Kelley).

We generally have designed our compensation programs for NEOs to comply with Code Section 409A on the payment of deferred compensation so as to avoid possible adverse tax consequences that may result from noncompliance with Section 409A.

Compensation Design Process

Role of the Compensation Committee and Management in Determining Executive Compensation. The Compensation Committee reviews and makes decisions about executive policies and plans, including the amount of base salary, cash bonus and long-term incentive awarded to our named executive officers. Our Chairman and 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 clarification regarding job duties and performance. The Compensation Committee also considers recommendations from its compensation consultant and competitive data and makes decisions, as it deems appropriate, on executive compensation based on its assessment of individual performance and achievement of goals both by 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 other executive officer who reports to him, including the named executive officers listed in the Summary Compensation Table on page 41. The conclusions reached and recommendations made based on these reviews, including with respect to salary adjustments

EQUIFAX INC. - 2017 Proxy Statement37

Back to Contents

and annual award amounts, are presented to the Compensation Committee for approval. Members of management play various additional roles in this process:

•	The CEO makes recommendations to the Compensation Committee regarding executive salary merit increases and compensation packages for the executive officers (other than himself) based on his evaluation of the performance of the executives who report to him against their goals established in the first quarter of each year.
•	The Chief Human Resources Officer and her staff provide the Compensation Committee with details of the operation of our various compensation plans, including the design of performance measures for our annual incentive plan and the design of our equity incentive program.
•	The Chief Financial Officer provides information and analysis relevant to the process of establishing performance targets for our annual cash incentive plan as well as any other performance-based awards and presents information regarding the attainment of corporate financial goals for the preceding year.
•	The Corporate Secretary attends meetings of the Compensation Committee to provide input on legal issues, respond to questions about corporate governance and assist in the preparation of minutes.

The Compensation Committee considers these recommendations and exercises discretion in modifying any recommended adjustments or awards to executives based on considerations it deems appropriate. Although members of our management team participate in the executive compensation process, the Compensation Committee also 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 named executive officers.

Compensation Consultant Services and Independence. The Compensation Committee has the authority to engage independent advisors to assist it in fulfilling its responsibilities. The Committee has retained Meridian Compensation Partners LLC (“Meridian”), a national executive compensation consulting firm, to provide advice with respect to compensation for our NEOs and other officers. Meridian performs services solely on behalf of the Committee and does not provide any other services to us. Management of the Company had no role in selecting the Committee’s compensation consultant and had no separate relationship with Meridian. The Committee has assessed the independence of Meridian pursuant to SEC rules and concluded that no conflict of interest exists that would prevent Meridian from independently representing the Committee.

Meridian performed the following services for the Committee in 2016: reviewed market benchmarking data and prepared market data for the CEO position; updated tally sheets; assessed incentive risk and proxy disclosure; reviewed regulatory and governance guidance; and pay-for-performance updates. Meridian assisted the Committee in determining appropriate levels of compensation for the CEO and other executive officers. The firm attended all Committee meetings upon invitation and participated in executive sessions without management present.

Management of Compensation-Related Risk

In establishing and reviewing the Company’s executive compensation program, the Compensation Committee considers whether the program encourages unnecessary or excessive risk-taking and has concluded that it does not. The Committee reviewed our material compensation programs and noted numerous ways in which risk is effectively managed or mitigated. This evaluation for 2016, which was conducted with the assistance of management and the Committee’s outside compensation consultant, covered a wide range of practices and policies. All plans were deemed to have substantial risk mitigators which, in the most material incentive plans, include a balanced mix of fixed and variable pay and short- and long-term incentives; use of multiple performance measures including corporate, business unit and individual performance weightings in incentive plans; a portfolio of long-term equity incentives including time-based and performance-based measures; caps, discretion in payment, oversight by non-plan participants, significant stock ownership guidelines, pre-approval requirements for executive stock transactions; and the existence of policies prohibiting Company stock hedging and pledging and requiring executive incentive compensation recoupment in specified circumstances.

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

EQUIFAX INC. - 2017 Proxy Statement38

Back to Contents

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 the CEO and other senior executives are required to acquire and hold Equifax common stock in an amount representing a multiple of base salary within five years of assuming their respective positions. A reduction in ownership to one half of these requirements is allowed for executives age 60 or older who are eligible for retirement.

The following table sets forth the stock ownership requirements and current holdings for the CEO and other NEOs as of December 31, 2016:

STOCK OWNERSHIP AS MULTIPLE OF BASE SALARY

 

Hedging and Pledging Policies

Under our insider trading policy, we prohibit hedging the economic risk of ownership of our common stock through short sales or the purchase or sale of options, puts, calls, straddles, equity swaps or other derivative securities that are directly linked to Company stock, by our directors, officers and employees. We also prohibit our directors and executive officers from holding our stock in a margin account or pledging our stock as collateral for a loan.

Policies on Clawback of Incentive Compensation

Our Compensation Committee has adopted an incentive compensation “clawback” policy. Under this policy, in the event of a material restatement of the Company’s financial results, the Committee has authority to direct the recovery of any excess incentive compensation (including bonuses, annual incentive awards and performance-based equity awards predicated on achievement of financial results) awarded to any employee, if the Committee determines such employee engaged in misconduct (i.e., a knowing violation of SEC rules or Company policy that contributed to the need for the restatement). In addition, in the event a performance measure for a fiscal period is restated or otherwise adjusted in a manner that would reduce the size of the award or payment, the Committee has authority to direct the recovery of any excess incentive compensation awarded to any executive officer (including the NEOs), regardless of fault. In the case of any employee who engaged in misconduct, the Committee may take other remedial and recovery action, beyond recovery of the excess compensation. The right to recovery applies to incentive compensation received during the three years prior to the date on which the Company is required to restate its financials or the date on which the Company discovers the misconduct, as applicable.

Under the terms of award agreements issued under our 2008 Omnibus Incentive Plan, employees, including the 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 RSUs received during the period beginning six months prior to the date of the violation. In addition, these recovery means are also applicable to the incentive equity awards of any employee who is terminated for cause, as determined in the sole discretion of the Committee.

These clawback policies are in addition to any policies or recovery rights provided under applicable law.

EQUIFAX INC. - 2017 Proxy Statement39

Back to Contents

Actions Taken with Respect to 2017 Compensation

As part of our Board-directed shareholder engagement program, in 2015 and 2016, we discussed a range of topics with investors, including executive compensation. Certain of our shareholders encouraged us to consider an additional performance measure for our LTI program. As a result of that shareholder feedback and the fact that our LTI program last underwent an overall structural and market review in 2011, during 2016 the Compensation Committee performed a holistic review of our LTI program, with the assistance of its independent compensation consultant.

The Committee’s purpose was to ensure that long-term incentive pay opportunities remain primarily performance-based but become more diversified in terms of performance metrics, as well as provide more line-of-sight and become nearer to market in design. On that basis, the Committee approved the following changes with respect to 2017 long-term incentive compensation:

•

Award Mix. Since 2012, the LTI program has consisted of performance shares tied to three-year relative cumulative TSR and time-based RSUs with a three-year cliff vesting schedule. By comparison, the award mix for the 2017 LTI program consists of equity grants in the form of performance shares tied to three-year relative cumulative TSR (weighted 25%), performance shares tied to three-year cumulative growth in adjusted earnings per share (25%), stock options (25%) and time-based RSUs with a three-year cliff vesting schedule (25%).

•	Double-Trigger Change-in-Control Vesting. The grants require that, upon a change in control, the NEO’s employment be terminated without Cause or for Good Reason or the acquirer fail to assume the awards, in order for the outstanding awards to fully vest (a “double-trigger” provision).

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 or with which we compete for executive talent.

Compensation Committee Interlocks and Insider Participation

Ms. Marshall and Messrs. Daleo, Driver, Humann, Marcus and Templeton were the members of the Compensation Committee during 2016. None of these directors is or has been an executive officer of the Company, or had any relationship requiring disclosure by the Company under the SEC’s rules requiring disclosure of certain relationships and related party transactions. None of the Company’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director of the Company or a member of the Compensation Committee during 2016.

EQUIFAX INC. - 2017 Proxy Statement40

Back to Contents

Summary Compensation Table

The following table presents information regarding compensation of the named executive officers (the “NEOs”) for services rendered during 2016, 2015 and 2014. 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 ($)(2)		Bonus ($)(3)		Stock Awards ($)(4)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)(5)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6)(7)			All Other Compensation ($)(8)		Total ($)
Richard F. Smith Chairman and Chief Executive Officer		2016		1,450,000		0		7,323,095		0		3,045,000		3,027,100			119,368		14,964,563
		2015		1,450,000		0		8,315,508		0		3,045,000		0	(9)		112,203		12,922,711
		2014		1,450,000		0		6,159,236		0		2,345,184		3,815,200			110,055		13,879,675
John W. Gamble, Jr. Corporate Vice President and Chief Financial Officer		2016		632,243		0		1,244,532		0		758,692		443,000			16,640		3,095,107
		2015		609,693		0		1,462,409		0		695,050		266,700			19,792		3,053,644
		2014		353,077		0		5,983,154		0		482,526		96,400			163,945		7,079,102
John J. Kelley III Corporate Vice President, Chief Legal Officer and Corporate Secretary		2016		546,312		0		957,302		0		655,547		615,400			21,135		2,795,696
		2015		522,358		0		1,218,695		0		595,487		240,500			20,626		2,597,666
		2014		527,850		0		994,166		0		456,173		420,700			21,384		2,420,273
Rodolfo O. Ploder(1) President, Workforce Solutions		2016		500,000		0		785,003		0		600,000		770,000			105,314		2,760,317
		2015		462,273		0		944,479		0		554,726		93,800			24,831		2,080,109
		2014		–		–		–		–		–		–			–		–
Coretha M. Rushing(1) Corporate Vice President and Chief Human Resources Officer		2016		492,752		0		670,169		0		561,737		391,700			18,640		2,134,998
		2015		–		–		–		–		–		–			–		–
		2014		478,400		0		695,971		0		413,438		843,800			18,455		2,450,064

(1)	Mr. Ploder was an executive officer, but not an NEO, for 2014. Ms. Rushing was an executive officer, but not an NEO, for 2015.
(2)	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 Executive Deferred Compensation Plan.
(3)	The entire annual incentive bonus is included under the “Non-Equity Incentive Plan Compensation” column because it was subject to a performance-based condition (cap) based on the Company’s operating income for the applicable year for purposes of Code Section 162(m), as described under“Consideration of Certain Tax Effects” on page 37. Amounts shown are not reduced to reflect the individual’s election, if any, to defer receipt of awards under the Executive Deferred Compensation Plan.
(4)	For each NEO, the amounts in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 without regard to estimated forfeitures related to service-based vesting conditions. Stock awards in 2016, 2015 and 2014 included time-vested RSUs and performance shares. For the 2016 performance share awards, the value at the grant date is determined under the Monte Carlo valuation model consistent with the estimated full cost to be recognized over the three-year performance period based on the probable outcome of the performance conditions. The calculations reflect an accounting value for the 2016 performance share grants of $96.38 per share, which was 95.5% of our closing stock price of $100.89 on the 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, 2016, in our 2016 Form 10-K. For the grant date fair value of only those awards granted to the NEOs in 2016, see the“2016 Grants of Plan-Based Awards” table on page 43. The value of the 2016 RSU and performance share awards, assuming the highest level of performance under the performance share awards would be achieved (200% of the target), based on the closing price of our common stock on the respective grant dates ($100.89 for all grants) are as follows: Mr. Smith, $12,459,678; Mr. Gamble, $2,072,534; Mr. Kelley, $1,594,279; Mr. Ploder $1,307,288; and Ms. Rushing $1,116,120. 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.
(5)	Represents annual incentive bonuses paid under the Annual Incentive Plan for services performed in 2016, 2015, and 2014, respectively. Amounts shown are not reduced to reflect the NEO’s election, if any, to defer receipt of awards under the Executive Deferred Compensation Plan.
(6)	Amounts in this column reflect the aggregate increase (or decrease), if any, of accumulated pension benefit accruals for the officers under the Company’s U.S. Retirement Income Plan (“USRIP”) and the Supplemental Retirement Plan for Executives (“SERP”) in the applicable fiscal year. The amounts shown for Messrs. Kelley and Gamble reflect the fact that they do not participate in the 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 2016 Fiscal Year-End” table on page 46. 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 fluctuations in pension value resulting from the change in discount rates or mortality table assumptions did not result in any increase or decrease in the benefits payable to participants under the SERP and the USRIP.
(7)	Reflects the actuarially-determined increase at December 31 of the applicable year in the present value of the NEO’s accumulated benefits under the USRIP and the SERP, at the earliest unreduced retirement age, determined using interest rate, mortality and other assumptions consistent with those used in the Company’s financial statements and includes amounts which the NEO may not currently be entitled to receive because such amounts are not vested. Above-market or preferential earnings are not available under our two nonqualified deferred compensation plans, the Executive Deferred Compensation Plan and the Director and Executive Stock Deferral Plan. See“Pension Benefits at 2016 Fiscal Year-End” on page 46 for more information on pension benefits.

EQUIFAX INC. - 2017 Proxy Statement41

Back to Contents

(8)	The “All Other Compensation” column for 2016 includes the following:

Name		Perquisites and Personal Benefits(a) ($)		Tax Reimbursements(b) ($)		Company Contributions to Defined Contribution Plans(c) ($)		Insurance Premiums(d) ($)		Total ($)
R. Smith		58,092		0		7,950		53,326		119,368
J. Gamble		8,000		0		7,950		690		16,640
J. Kelley		12,495		0		7,950		690		21,135
R. Ploder		64,339		18,295		7,950		14,730		105,314
C. Rushing		10,000		0		7,950		690		18,640

	(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, monitoring of home security systems, club dues and event tickets, none of which exceeded $25,000 as a category for any NEO except for Mr. Smith, whose total includes $50,000 for tax and financial planning services, and Mr. Ploder, whose total includes $51,844 for relocation expenses, $10,000 for tax and financial planning services and payments for an executive physical. Mr. Ploder’s relocation expenses include costs associated with the purchase of his home in St. Louis in the amount of $19,643, temporary living expenses of $28,840 and lump sum allowance in the amount of $3,361.
	(b)	The Company does not provide tax reimbursements on the value of future 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 relocation assistance, other than with respect to $10,000 for a miscellaneous lump sum payment for relocation expenses.
	(c)	For 2016, the Company matched 50% of the first 6% of compensation (subject to the government limit on compensation of $265,000 in 2016) contributed on a pre-tax or after-tax basis to the tax-qualified profit sharing and 401(k) Plan. See“401(k) Plan” on page 43and “Defined Benefit Pension Plan”on page 44.
	(d)	Represents insurance premiums paid for NEO personal excess liability insurance and imputed income related to Company-paid life insurance for Mr. Smith.
(9)	Mr. Smith’s actuarial-determined increase of accumulated pension benefit accruals under the USRIP and the SERP was $3,027,100 in fiscal 2016.

EQUIFAX INC. - 2017 Proxy Statement42

Back to Contents

2016 Grants of Plan-Based Awards

Set forth below is information regarding awards provided to the NEOs in 2016. The non-equity incentive awards were made under the Annual Incentive Plan (“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 Future

All Other

All Other

Grant

Estimated Potential

Payouts

Stock

Option

Date Fair

Payouts Under Non-Equity

Under Equity

Awards:

Awards:

Exercise

Value of

Incentive

Incentive

Number of

Number of

or Base

Stock

Plan Awards(2)

Plan Awards(3)

Shares of

Securities

Price of

and

Stock or

Underlying

Option

Option

Name(1)

Grant Date

Threshold ($)

Target ($)

Maximum ($)

Threshold (#)

Target (#)

Maximum (#)

Units(4) (#)

Options(5) (#)

Awards ($/Sh)

Awards(6) ($)

R. Smith

2016 AIP

2/18/16

609,000

1,522,500

3,045,000

2016 PS

2/18/16

26,648

53,295

106,590

5,136,584

2016 RSUs

2/18/16

22,546

2,186,511

J. Gamble

2016 AIP

2/18/16

151,738

379,346

758,692

2016 PS

2/18/16

4,296

8,591

17,182

828,002

2016 RSUs

2/18/16

4,295

416,529

J. Kelley

2016 AIP

2/18/16

131,115

327,787

655,574

2016 PS

2/18/16

3,305

6,609

13,218

636,977

2016 RSUs

2/18/16

3,303

320,325

R. Ploder

2016 AIP

2/18/16

120,000

300,000

600,000

2016 PS

2/18/16

2,710

5,419

10,838

522,284

2016 RSUs

2/18/16

2,709

262,719

C. Rushing

2016 AIP

2/18/16

118,260

295,651

591,302

2016 PS

2/18/16

2,314

4,627

9,254

445,951

2016 RSUs

2/18/16

2,312

224,218

(1)	2016 AIP, 2016 PS and 2016 RSUs refer to 2016 annual incentive plan awards, performance share awards and RSU awards.
(2)	The amounts shown represent the range of possible dollar payouts that could have been earned under the Annual Incentive Plan for 2016. Actual AIP payments for 2016 are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. The amount in the “Threshold” column assumes the Company achieved the minimum performance level required for the granting of AIP awards, and that the NEO was rated “Achieves Expectations” for the individual performance portion of the award (100% of threshold), resulting in an award equal to 40% of his or her award target.
(3)	Represents grants to each NEO during 2016 of performance shares under our 2008 Omnibus Incentive Plan. 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. No dividend equivalents are accrued on unvested performance shares granted prior to 2017. Information regarding performance targets, vesting and additional performance share award details are set forth under“Long-Term Equity Incentive Compensation”beginning on page 34.
(4)	Represents the number of RSUs granted to each NEO during 2016. The RSUs will vest, subject to continued employment, on the third anniversary of the grant date. No dividend equivalents are accrued on unvested RSU awards granted prior to 2017. Additional information regarding RSUs is set forth under the heading“Long-Term Equity Incentive Compensation” on page 34.
(5)	No stock options were granted to the NEOs in 2016.
(6)	Represents full grant date fair value of stock awards granted to each NEO in 2016 computed in accordance with FASB ASC Topic 718, excluding the estimated effect of forfeitures. The grant date fair value for each of the RSU awards represents the closing stock price on the grant date less a discount for dividends not received. The grant date fair value for each of the performance share awards is estimated using a Monte-Carlo simulation model. For our performance share awards, a range of 0% to 200% of the original award can be achieved under the program. A discussion of the assumptions used in calculating the award values may be found in Note 8 to the notes to our audited consolidated financial statements in our 2016 Form 10-K.

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 24. A summary of certain material terms of our compensation plans and arrangements is set forth below.

2016 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 executive officer in 2016 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 Future Payouts under the“Non-Equity Incentive Plan Awards” column of the“2016 Grants of Plan-Based Awards”table above. 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, either a basic plan

EQUIFAX INC. - 2017 Proxy Statement43

Back to Contents

or an enhanced plan put into place following the 2008 freeze of certain benefits payable to non-grandfathered employees under the USRIP as summarized below. In 2016, depending on eligibility, we matched either 50% of the first 6% of pay, or 100% of 4% of pay an employee contributed on a pre-tax or after-tax basis to the plan (subject to the government limit on compensation, or $265,000 in 2016) (the “basic plan”). Participants other than the NEOs also receive a direct Company contribution (the “enhanced plan”), under which Equifax may make a contribution of between 1.5% and 4% of pay based on years of service, even if employees do not choose to make a 401(k) Plan contribution, and also may provide a 100% match on employee 401(k) Plan contributions up to 4% of pay compared to a 50% match on the first 6% of employees’ contributions in the previous 401(k) Plan.

Defined Benefit Pension Plan. We maintain a retirement program for active U.S. employees, called the U.S. Retirement Income Plan, or USRIP. The USRIP has been frozen for U.S. employees who did not meet certain grandfathering criteria (i.e., those employees who were not retirement-eligible on the freeze date, which includes all of the NEOs), and provide these employees and certain other employees not eligible to participate in the USRIP with an enhanced 401(k) Plan described above. The pension plan amendments freeze service credit as of December 31, 2008, and salary increases as of December 31, 2012. The NEOs participate in a nonqualified supplemental retirement plan described below and do not participate in the enhanced 401(k) Plan. The changes did not affect our U.S. retirees, former employees with vested benefits or employees who were eligible to retire prior to January 1, 2009 (the “grandfathered group”). Members of the grandfathered group who were still employed on December 31, 2014 had their pension benefits fully frozen on this date.

Executive Life and Supplemental Retirement Benefit Plan. The Executive Life and Supplemental Retirement Plan for Executives of Equifax Inc. (the “SERP”) provides executive life insurance benefits, which may also include capital accumulation benefits. The SERP’s grantor trust is used to ensure that the insurance premiums due under this plan are paid in case we fail to make scheduled payments following a change in control, as defined in the trust agreement. The SERP 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, in order to make permanent our suspension of premium payments after July 30, 2002 in compliance with Sarbanes-Oxley Act prohibitions against company loans to their executive officers.

For executive officers, the amount that the Company paid for the current life insurance benefit (or imputed loan interest amounts on grandfathered premiums paid prior to the effective date of the Sarbanes-Oxley Act) is included in the Summary Compensation Table on page 41 under the heading “All Other Compensation.”

Employment Agreement with Mr. Smith

We have an employment agreement with a single executive, Mr. Smith, for retention purposes. His amended employment agreement as Chairman and CEO is automatically extended for additional one-year periods unless either party gives the other party notice of nonrenewal at least 12 months prior to the end of the applicable term. Mr. Smith’s annual base salary of $1.45 million is subject to annual performance-based review and upward adjustment, and he is eligible for an annual target incentive bonus of 100% of his annual base salary with a maximum payout of 200% of annual base salary, depending on the achievement of performance criteria established by the Compensation Committee. Mr. Smith was credited with five years of service for all purposes under the SERP when he joined the Company in August 2005, and he was immediately vested in his SERP benefit upon date of hire as described under“Pension Benefits at 2016 Fiscal Year-End”on page 46. The employment agreement also includes the severance protections described below.

Termination Event		Severance Obligation
Termination by the Company for Cause or voluntary termination by Mr. Smith without Good Reason		•  Base salary through date of termination, accrued pay in lieu of unused vacation and vested compensation previously deferred by him (collectively, the “accrued obligations”); and •   the payment or provision of other benefits which he is eligible to receive under any plan, program policy or practice of the Company to the extent available or provided to other senior executives serving on the senior leadership team (the “other benefits”).
Termination by reason of death, Disability or Retirement		•  The accrued obligations; and •   a cash payment equal to the highest annual bonus earned under the executive bonus plan with respect to the three calendar years immediately preceding the year of termination, prorated for the number of days in the current fiscal year through the date of termination (the “prorated bonus payment”).
Termination by the Company other than for Cause or Disability or termination by Mr. Smith for Good Reason		•   The accrued obligations; •   the prorated bonus payment; •   a severance payment equal to the product of 12 times 1/12thof the sum of his annual base salary and highest annual bonus earned under the executive bonus plan with respect to the three calendar years immediately preceding the year of termination; •   the other benefits; and •   continuation of group health benefits for 12 months, subject to Mr. Smith providing a release of claims.
A Change in Control followed by Mr. Smith’s termination by the Company other than for Cause, Disability or death, or his voluntary termination for Good Reason		•  Base salary through date of termination; •   any unpaid amount for prior years accrued under any incentive compensation plans; •  the prorated bonus payment; •   three times the sum of his highest annual base salary during the 12 months preceding termination and the highest annual bonus earned during the three years preceding the year of termination; •  a supplemental pension plan payment using additional years of benefit service and higher final average earnings; •  continuation of group health benefits and other welfare benefits for three years; and •  a payment equal to the Company’s matching contributions to the 401(k) Plan for three years, subject to Mr. Smith providing a release of claims.

To the extent required by Section 409A, Mr. Smith’s amended employment agreement also provides for a six-month delay in payment of termination compensation in the event that he is a “specified employee” under Section 409A at the time of his termination, and restricts the timing for payment of any tax gross-up amounts that may become due under the arrangement.

EQUIFAX INC. - 2017 Proxy Statement44

Back to Contents

Outstanding Equity Awards at 2016 Fiscal Year-End

		Option Awards										Stock Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(1)		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 ($)(1)
R. Smith		0		0		0		–		–
												35,686	(2)		4,219,156
												24,464	(2)		2,892,379
												22,546	(2)		2,665,614
												53,576	(7)		6,334,290
																	97,856	(8)		11,569,515
																	106,590	(9)		12,602,136
J. Gamble		0		0		0		–		–
												9,368	(3)		1,107,579
												70,616	(3)		8,348,930
												4,302	(3)		508,625
												4,295	(3)		507,798
												9,638	(7)		1,107,579
																	17,210	(8)		2,034,738
																	17,182	(9)		2,031,428
J. Kelley		0		0		0		–		–
												7,258	(4)		858,113
												3,585	(4)		423,855
												3,303	(4)		390,514
												7,258	(7)		858,113
																	14,342	(8)		1,695,655
																	13,218	(9)		1,562,764
R. Ploder		0		0		0		–		–		5,625	(5)		665,044
												2,779	(5)		328,561
												2,709	(5)		320,285
												5,625	(7)		665,044
																	11,114	(8)		1,314,008
																	10,838	(9)		1,281,377
C. Rushing		0		0		0		–		–
												5,081	(6)		600,727
												2,509	(6)		296,639
												2,312	(6)		273,348
												5,081	(7)		600,727
																	10,040	(8)		1,187,029
																	9,254	(9)		1,094,100

(1)	Based on the closing price of Equifax common stock ($118.23) on December 30, 2016.
(2)	RSUs vest on February 21, 2017 (35,686), February 19, 2018 (24,464) and February 18, 2019 (22,546).
(3)	RSUs vest on May 21, 2017 (9,368 and 70,616), February 19, 2018 (4,302) and February 18, 2019 (4,295).
(4)	RSUs vest on February 21, 2017 (7,258), February 19, 2018 (3,585) and February 18, 2019 (3,303).
(5)	RSUs vest on February 21, 2017 (5,625), February 19, 2018 (2,779) and February 18, 2019 (2,709).
(6)	RSUs vest on February 21, 2017 (5,081), February 19, 2018 (2,509) and February 18, 2019 (2,312).
(7)	Performance shares granted during 2014 that were earned based on Equifax’s performance for the three-year performance period ended December 31, 2016; the performance shares did not vest until performance was approved by the Compensation Committee in February 2017 and therefore were unvested as of December 31, 2016.
(8)	Maximum (200% of target) of performance shares granted during 2015 that may be earned based on Equifax’s performance, as determined by the Compensation Committee, following the completion of the three-year performance period ending December 31, 2017.
(9)	Maximum (200% of target) of performance shares granted during 2016 that may be earned based on Equifax’s performance, as determined by the Compensation Committee, following the completion of the three-year performance period ending December 31, 2018.

EQUIFAX INC. - 2017 Proxy Statement45

Back to Contents

Option Exercises and Stock Vested in Fiscal Year 2016

		Option Awards				Stock Awards
Name		Number of Shares Acquired on Exercise (#)		Value Realized On Exercise ($)(1)		Number of RSU Shares Acquired on Vesting (#)		Value of RSUs Realized on Vesting ($)(2)		Number of Performance Shares Acquired on Vesting (#)		Value of Performance Shares Realized on Vesting ($)(3)
R. Smith		430,000		39,505,939		48,326		4,537,811		111,633		11,363,123
J. Gamble		0		0		0		0		0		0
J. Kelley		0		0		31,829		3,373,083		17,190		1,749,770
R. Ploder		0		0		7,617		715,236		13,322		1,356,046
C. Rushing		0		0		6,880		646,032		12,033		1,224,839

(1)	The value realized upon stock option exercises during 2016 was calculated based on the difference between the market price of Equifax common stock at the time of exercise and the exercise price of the option.
(2)	The value realized for RSUs was determined by multiplying the number of units that vested during 2016 by the market price of Equifax common stock on the respective vesting date.
(3)	The value realized for performance shares was determined by multiplying the number of units that vested (target award times the payout percentage earned of 174.9%) by the market price of Equifax common stock on February 17, 2016 ($101.79).

Retirement Plans

The following table shows the present value at December 31, 2016 of accumulated benefits payable to each of our NEOs at the earliest unreduced retirement age (age 60 or current age for executives over the age of 60), including the number of years of service credited to each NEO, under the USRIP and the SERP. Age 60 is the earliest age at which a participant can begin receiving an unreduced early retirement benefit under the SERP. No pre-retirement mortality was assumed. Messrs. Smith and Ploder and Ms. Rushing are currently eligible for retirement under the USRIP and the SERP.

Pension Benefits at 2016 Fiscal Year-End

Name		Plan Name		Number of Years Credited Service (#)			Present Value of Accumulated Benefit(3) ($)		Payments During Last Fiscal Year(s) ($)
R. Smith		USRIP		3			110,200		0
		SERP		16	(1)		18,263,300		0
J. Gamble		USRIP		N/A	(2)		N/A		0
		SERP		3			806,100		0
J. Kelley		USRIP		N/A	(2)		N/A		0
		SERP		4			1,276,600		0
R. Ploder		USRIP		5			175,600		0
		SERP		13			3,063,300		0
C. Rushing		USRIP		3			130,000		0
		SERP		11			3,540,000		0

(1)	In September 2005, in order to compensate Mr. Smith for certain retirement benefits he forfeited upon leaving his previous employer, the Company credited five years of service to his SERP Account.
(2)	Messrs. Kelley and Gamble are not participants in the USRIP.
(3)	These values were determined using interest rate and mortality rate assumptions consistent with those used in the Company’s consolidated financial statements and, include amounts which the executive may not currently be entitled to receive because such amounts are not vested.

Retirement Plan. The USRIP is our tax-qualified retirement plan available to all active salaried U.S. employees after they have attained age 21 and completed one year of service. The USRIP was amended in 2009, 2012 and 2014 as described under “Retirement and Other Benefits” on page 36, “401(k) Plan” on page 43 and “Defined Benefit Pension Plan” on page 44. The USRIP provides benefits equal to 1% of “average earnings” times years of service plus 0.35% of average total earnings in excess of “covered compensation” multiplied by years of service (but not exceeding 36 years).

“Average earnings” is based on the highest paid 36 consecutive months of employment. Earnings considered are base salary plus annual incentives, up to a maximum of either 125% of base salary or base salary plus 75% of other earnings, whichever is greater. As a tax-qualified retirement plan, earnings are limited under Internal Revenue Service (“IRS”) requirements. The limit on earnings for 2016 was $265,000.

EQUIFAX INC. - 2017 Proxy Statement46

Back to Contents

“Covered compensation” is the average of Social Security taxable wage bases during the 35 years ending with the calendar year in which the participant attains Social Security retirement age.

The normal retirement age under the USRIP is age 65. However, a participant can retire early once he or she reaches age 55 if he or she has five years of service under the plan or if he or she reaches age 50 and his or her age plus service equals at least 75. The benefit would be reduced to reflect the early commencement of the benefit.

The normal form of retirement benefit is a single life annuity providing monthly payments during the participant’s lifetime. Optional forms of benefit include a 10-year certain and life annuity and joint and survivor annuities. The 10-year certain and life benefit provides monthly payments for the participant’s lifetime with a minimum of 120 payments. If the participant dies prior to receiving all guaranteed payments, the remaining payments are made to his or her beneficiary. The joint and survivor annuities provide monthly payments during the participant’s lifetime with monthly payments to the surviving spouse after the participant’s death equal to 25%, 33%, 50%, 67%, 75%, or 100% (depending on the option selected) of the amount paid during the participant’s lifetime. The amount that the participant receives as an optional form of payment will be different from the normal form of payment, but in each instance that optional form of payment is the actuarial equivalent of the normal form (i.e., each form is of equal value based on actuarial assumptions used to convert the normal form of payment to the optional form).

Supplemental Retirement Plan. The Supplemental Retirement Plan for Executives of Equifax Inc. (the “SERP”) covers certain of our NEOs 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. After that date, NEOs and other executives may instead be eligible to receive supplemental retirement contributions under the plan described below.

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

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 awards. Deferred amounts are payable upon the executive’s retirement or other termination of employment.

Other Benefits. We provide our NEOs with benefits generally available to our U.S. employees, including medical, dental, vision, life insurance and disability insurance benefits. We also provide our NEOs with certain perquisites that the Company believes enhances their performance of services for the Company, including an annual physical, financial planning and personal liability insurance.

A more complete description of these plans is provided under “Additional Discussion of Material Items in Summary Compensation and Grants of Plan-Based Award Tables” on page 55, “Pension Benefits at 2018 Fiscal Year-End” on page 57 and “Non-Qualified Deferred Compensation” on page 58.

Limited Perquisites

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

•	maximizing the value of Company-provided compensation through provision of an annual financial planning allowance;
•	ensuring executives’ continued health and ability to render services to the Company through an annual physical program;
•	avoiding the executives having personal liability incidents interfere with work responsibilities by providing personal liability insurance; and
•	providing monthly relocation living allowances under certain circumstances, as approved by the Compensation Committee, where the executive is expected to return after a relocation assignment.

The NEOs are eligible to receive financial planning and tax services in an annual amount of up to $50,000 for the CEO and $10,000 for other NEOs ($12,500 in their first year for newly-hired executives), comprehensive medical examinations and personal excess liability insurance ($10 million for the CEO and $5 million for the other NEOs). Mr. Begor does not receive a number of perquisites provided to our former CEO, namely, life insurance, home security and payment of club dues. In 2018, we provided relocation benefits to Mr. Begor in connection with his relocation to Atlanta as part of his appointment as CEO. The attributed costs of perquisites are included in the “All Other Compensation” column of the Summary Compensation Table on page 52 and Note 9 thereto. Since 2011, we no longer provide tax reimbursement on the value of the applicable perquisite other than relocation and foreign tax expenses.

EQUIFAX INC. - 2019 Proxy Statement    45

Back to Contents

CEO Employment Agreement

On March 27, 2018, the Company entered into an employment agreement with Mr. Begor to serve as Chief Executive Officer (the “CEO Employment Agreement”). The term of the Employment Agreement commenced on April 16, 2018, and will continue until terminated in accordance with its terms. Under the Employment Agreement, Mr. Begor’s base salary is $1.5 million (pro-rated for 2018), subject to increase, but not decrease, by the Board or the Compensation Committee, and he is eligible for an annual incentive bonus of 100% of his annual base salary (the “Target Annual Bonus Opportunity”) with a maximum payout of 200% of annual base salary, depending on the achievement of performance criteria established by the Board. For 2018, Mr. Begor’s Target Annual Bonus Opportunity was pro-rated.

Under the Employment Agreement, in May 2018, Mr. Begor was granted an initial long-term incentive award with a value of $7 million, consisting of (i) $3.5 million in performance shares, (ii) $1.75 million in time-based RSUs and (iii) $1.75 million in stock options. In addition, Mr. Begor was awarded a one-time New Hire Award in the amount of $10 million, comprised of equity awards in the same proportions and with the same vesting terms as the initial equity award above. Mr. Begor is eligible to receive additional equity grants in 2019 and future years, as determined by the Board or the Compensation Committee in its sole discretion, provided that the total value at grant will be at least $7 million annually. Mr. Begor’s current and future equity awards and other incentive compensation, except for his New Hire Award, are subject to the Company’s enhanced clawback policy adopted in March 2018. The one-time New Hire Award was granted to compensate Mr. Begor for foregoing pay that had already been earned from his prior employer in order to assume the role of Equifax CEO. In structuring Mr. Begor’s compensation package, the Committee and Board deemed it appropriate to structure the New Hire Award in a form that was similar to the structure of his prior compensation package. With this in mind, the Committee and Board concluded that the Company’s enhanced clawback policy should not apply to such award. Mr. Begor participates in the Company’s incentive, savings, retirement and welfare benefit plans and programs made available to newly-appointed senior executives. Mr. Begor also receives perquisites that include health care, financial planning and a tax preparation services 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 bonus opportunity for the year of termination, (ii) any accrued but unpaid annual bonus plus a pro rata annual bonus for the year of termination, (iii) full acceleration of vesting as of the termination date of the New Hire Award (subject, in the case of performance-based awards, to certification by the Board of the Company’s performance), (iv) for all other equity awards, continued vesting under the Company’s equity incentive plan until the second anniversary of the termination date (subject, in the case of performance-based awards, to certification by the Board of the Company’s performance), with vested stock options being exercisable until the second anniversary of termination (or, to the extent such options vest within the 90 days before such second anniversary, until such 90 day period after such vesting has elapsed) (but not beyond their original expiration date) and (v) access to the Company’s health plan for two years or the lesser period permitted by the Company’s general benefits plans and applicable law and monthly payments of or an amount equal to premiums for continuation of healthcare coverage under Section 4980B of the 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” within the period six months prior to and two years after a “change in control” (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 lump sum payment equal to three times the sum of (x) his annual base salary and (y) his target annual bonus opportunity for the year of termination, (ii) any accrued but unpaid annual bonus plus a pro rata annual bonus for the year of termination, (iii) full vesting of any outstanding equity awards (subject, in the case of performance-based awards, to the determination of achievement of the performance measures in accordance with the applicable award agreement and incentive plan) and (iv) access to the Company’s health plan for two years or the lesser period permitted by the Company’s general benefits plans and applicable law and monthly payments of or an amount equal to premiums under COBRA for 24 months.

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

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

Except as described above, 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

We had previously entered into change in control agreements with certain executive officers, including Messrs. Gamble, Kelley and Barros, which are more fully described under “Potential Payments Upon Termination or Change in Control” beginning on page 60. In February 2019, the Compensation Committee adopted the Equifax Inc. Change in Control Severance Plan (the “CIC Plan”), which replaced the prior change in control agreements between the Company and all executive officers who previously were party to an existing change in control agreement, including Messrs. Gamble, Kelley and Barros. Messrs. Farshchi and Koehler were not previously party to an individual change in control agreement with the Company. The CIC Plan applies to each of our NEOs and senior executives, except our CEO.

EQUIFAX INC. - 2019 Proxy Statement    46

Back to Contents

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 “2019 Change in Control Severance Plan” on pages 65-66 for more information on the CIC Plan.

Consideration of Certain Tax Effects

The Company’s annual tax deduction for compensation paid to each of the NEOs and certain other current or former officers who are subject to the compensation limits of Code Section 162(m) is capped at $1 million. Section 162(m) previously provided an exemption from the $1 million cap for compensation qualifying as “performance-based” compensation if certain requirements were met. Prior to the fiscal year ended December 31, 2018, we historically designed our annual incentive and long-term incentive programs for NEOs to qualify for that exemption. As a result of tax legislation that was enacted December 22, 2017, the exemption for performance-based compensation was repealed effective for tax years beginning after December 31, 2017, and the number of employees who are considered “covered employees” subject to the Section 162(m) limit was expanded to include the Chief Financial Officer (who was previously excluded) and certain former NEOs and other officers.

As a result of these changes, compensation in excess of $1 million paid to covered employees will not be deductible in 2018 or future years unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017 and not materially modified on or after such date. The Compensation Committee has taken steps that it deemed appropriate with the intention of preserving the deductibility of certain awards granted prior to the enactment of this tax legislation. Due to the uncertainties of the scope of the transition relief, however, there are no assurances that any compensation paid to our covered employees will be or will remain exempt from Section 162(m)’s deduction limit.

The Compensation Committee will continue to consider these implications, including the potential lack of deductibility under Section 162(m), among several factors when making compensation decisions, but the Compensation Committee has provided and reserves the right to provide compensation that does not qualify as deductible under Section 162(m).

Compensation Design Process

Role of the Compensation Committee and Management in Determining Executive Compensation. The Compensation Committee reviews and makes decisions about executive policies and plans, including the amount of base salary, cash bonus and long-term incentive awarded to our NEOs. Our CEO and other executives may assist the Committee from time to time in its evaluation of compensation elements or program design or by providing mathematical calculations, historical information, year-over-year comparisons and clarification regarding job duties and performance. In addition, for the 2018 Annual Incentive Plan, the Committee considered recommendations from members of management concerning the performance metric related to cybersecurity. The Compensation Committee also considers recommendations from its compensation consultant and competitive data and makes decisions, as it deems appropriate, on executive compensation based on its assessment of individual performance and achievement of goals both by the individual and the Company.

The CEO’s performance is reviewed by the Compensation Committee with input from the other non-management members of the Board. The CEO annually reviews the performance of each other executive officer who reports to him, including the NEOs. The conclusions reached and recommendations made based on these reviews, including with respect to salary adjustments and annual award amounts, are presented to the Compensation Committee for approval. Members of management play various additional roles in this process:

•	The CEO makes recommendations to the Compensation Committee regarding salary merit increases and 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 and her staff provide the Compensation Committee with details of the operation of our various compensation plans, including the design of performance measures for our annual incentive plan and the design of our equity incentive program.
•	The Chief Financial Officer provides information and analysis relevant to the process of establishing performance targets for our annual cash incentive plan as well as any other performance-based awards and presents information regarding the attainment of corporate and business unit financial goals for the preceding year.
•	The Chief Legal Officer attends meetings of the Compensation Committee to provide input on legal issues, respond to questions about corporate governance and assist in the preparation of minutes.

The Compensation Committee considers these recommendations and exercises discretion in modifying any recommended adjustments or awards to executives based on considerations it deems appropriate. Although members of our management team participate in the executive compensation process, the Compensation Committee also 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 independent advisors to assist it in fulfilling its responsibilities. The Committee retained Meridian Compensation Partners LLC (“Meridian”), a national executive compensation consulting firm, to provide advice with respect to 2018 compensation for our NEOs and other officers. Meridian performed services solely on behalf of the Committee and did not provide any other services to us. Management of the Company had no role in selecting the Committee’s compensation consultant and had no separate relationship with Meridian. The Committee assessed the independence of Meridian pursuant to SEC and NYSE rules and concluded that no conflict of interest exists that would prevent Meridian from independently representing the Committee.

EQUIFAX INC. - 2019 Proxy Statement    47

Back to Contents

Meridian performed the following services for the Committee in 2018: reviewed market benchmarking data and prepared market data for the CEO position; updated tally sheets; assessed incentive risk and proxy disclosure; assisted with the development of our 2019 peer group; reviewed regulatory and governance guidance and pay-for-performance updates. Meridian assisted the Committee in determining appropriate levels of compensation for the CEO and other executive officers. The firm attended all regular Committee meetings in 2018 upon invitation and participated in executive sessions without management present.

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

Management of Compensation-Related Risk

In establishing and reviewing the Company’s executive compensation program, the Compensation Committee considers whether the program encourages unnecessary or excessive risk-taking and has concluded that it does not. The Committee reviewed our material compensation programs and noted numerous ways in which risk is effectively managed or mitigated. This evaluation for 2018, which was conducted with the assistance of management and the Committee’s then-current outside compensation consultant (Meridian), covered a wide range of practices and policies. All plans were deemed to have substantial risk mitigators which, in the most material incentive plans, include a balanced mix of fixed and variable pay and short- and long-term incentives; use of multiple performance measures including corporate, business unit and individual performance weightings in incentive plans; a portfolio of long-term equity incentives including time-based and performance-based measures; caps, discretion in payment, oversight by non-plan participants, significant stock ownership guidelines, pre-approval requirements for executive stock transactions; and the existence of policies prohibiting Company stock hedging and pledging and requiring executive incentive compensation recoupment in specified circumstances.

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

Policies on Clawback of Incentive Compensation

Enhanced Clawback Policy. In March 2018, the Board adopted an enhanced clawback policy. The policy covers all employees, including executive officers, and applies to equity awards and other incentive compensation awarded to such employees (excluding the one-time New Hire Award granted to our CEO in May 2018 as described under “Employment Agreement and Change in Control Severance Plan”). The Compensation Committee has discretion to apply the policy to recover and recoup incentive compensation in all of the events described below.

The provisions of the policy are summarized in the table below:

Events that Trigger Action		Covered Persons		Covered Awards
Material restatementwithmisconduct		Current and former employees		Annual and long-term incentives awarded within three-year period preceding the date the misconduct is discovered
Material restatementwithoutmisconduct		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 metricswithmisconduct		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 metricswithoutmisconduct		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

EQUIFAX INC. - 2019 Proxy Statement    48

Back to Contents

The policy also provides that the Company will disclose its decision to take action, the number of employees impacted and their seniority, and the aggregate amount of the clawback/forfeiture if the underlying circumstances of the misconduct are publicly disclosed. The policy provides that the Committee may limit or eliminate disclosure if the events are not publicly disclosed or if disclosure would be likely to result in or exacerbate any litigation or other proceeding against the Company or its officers or directors, violate applicable law with respect to privacy, violate legal privilege or breach a contractual obligation.

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

These clawback policies are in addition to any policies or recovery rights provided under applicable law.

Stock Ownership Requirements

The Compensation Committee recognizes the critical role that executive stock ownership has in aligning the interests of management with those of shareholders. As such, we maintain a formal stock ownership policy, under which our CEO and our other senior executives are required to acquire and hold Equifax common stock with a market value of six times base salary and three times base salary, respectively, within five years of assuming their respective positions. A reduction in ownership to one half of these requirements is allowed for executives age 60 or older who are eligible for retirement. As of December 31, 2018, all of our executive officers were in compliance with our stock ownership requirements.

Hedging and Pledging Policies

Under our insider trading policy, we prohibit hedging the economic risk of ownership of our common stock through short sales or the purchase or sale of options, puts, calls, straddles, equity swaps or other derivative securities that are directly linked to Company stock, by our directors, officers and employees. We also prohibit our directors and executive officers from holding our stock in a margin account or pledging our stock as collateral for a loan.

Actions Taken with Respect to 2019 Compensation

Context for 2019 Compensation Decisions

Following the 2017 cybersecurity incident, the Compensation Committee undertook a comprehensive review of our short- and long-term incentive compensation program, taking into consideration the perspective of our shareholders. In February 2018, the Committee made certain changes in an effort to ensure compensation reflected key business priorities and Company-wide focus on data security, while also ensuring that the Company can attract and retain talented employees in order to create value for shareholders and provide appropriate incentives for executives managing those data security efforts. One such change was the addition of a cybersecurity performance measure as a metric under the 2018 AIP. Achievement of this cybersecurity metric cannot increase an NEO’s payout under the AIP, but underachievement will decrease the payout. The Committee also changed the LTI program to eliminate the three-year cumulative Adjusted EPS metric in the performance shares to avoid possible incentive to limit spending on cybersecurity. The resulting 2018 LTI mix consisted of performance shares tied to three-year relative cumulative TSR (weighted 50%), stock options (25%) and time-based RSUs with a three-year cliff vesting schedule (25%).

Transforming Our LTI Approach to Reflect EFX2020 Business Transformation Strategy

In February 2019, in connection with our previously-announced business transformation strategy, the Compensation Committee reformulated the long-term incentive program for 2019 to align incentives with our near- and long-term goals.

Since his appointment in April 2018, our Chief Executive Officer, Mark Begor, has been leading Equifax through a significant transformation, including the investment of substantial resources to achieve our objective of becoming a trusted global leader in data security, advanced analytics and technology. On February 21, 2019, we outlined the key strategic initiatives that comprise EFX2020, our multi-year business transformation strategy, as described further on page 5. Our business strategy is described in more detail in our 2018 Annual Report on Form 10-K.

To strengthen the alignment between our NEOs and our shareholders, and to reward efforts related to driving the Company’s progress towards delivering on our strategic objectives, the Committee modified our long-term incentive program for 2019 by adopting the Equifax Transformation Leadership Program (“2019 ETLP”). The 2019 ETLP, which includes the NEOs and senior leadership team members who are integral to the successful execution of our strategy, increases over 2018 levels the grant date fair value of the total long-term

EQUIFAX INC. - 2019 Proxy Statement    49

Back to Contents

incentive opportunity and utilizes more challenging performance thresholds required to earn payouts. The 2019 ETLP is intended to motivate our NEOs and key leaders to achieve the specific goals as outlined in our EFX2020 multi-year business transformation strategy, which were designed to shape corporate performance for the long term and drive shareholder returns, consistent with the multi-year performance periods in the 2019 ETLP. The Committee intends to revert to the traditional long-term incentive structure in 2020.

The components of the 2019 ETLP include TSR performance shares, premium-priced stock options and time-based RSUs. Notably, the entirety of the incremental award opportunity delivered in 2019 is tied to performance shares and premium-priced stock options, which are earned only if our team delivers results that meet or exceed the performance criteria. The design of the 2019 ETLP acknowledges the increased efforts of our executive officers to lead the successful execution of our core strategic imperatives tied to our business strategy, focuses executive officers on efficiently achieving key targets under EFX2020 within a designated time frame, and uses performance-based equity award structures to drive alignment of the interests of our executives and shareholders.

The following table illustrates the grant date fair value of long-term incentives awarded under the 2018 LTIP and the 2019 ETLP to our CEO and other current NEOs, excluding Mr. Barros, who is not a participant in the 2019 ETLP.

		2018 LTIP								2019 ETLP
Name		TSR Performance Shares ($)		Stock Options ($)		RSUs ($)		2018 Total ($)		TSR Performance Shares ($)		Premium Priced Stock Options ($)		RSUs ($)		2019 Total ($)
M. Begor		3,500,000		1,750,000		1,750,000		7,000,000		6,000,000		3,250,000		1,750,000		11,000,000
J. Gamble		675,000		337,500		337,500		1,350,000		1,518,750		843,750		337,500		2,700,000
J. Farshchi		375,000		187,500		187,500		750,000		843,750		468,750		187,500		1,500,000
J. Kelley		537,500		268,750		268,750		1,075,000		1,209,375		671,875		268,750		2,150,000
B. Koehler		450,000		225,000		225,000		900,000		1,012,500		562,500		225,000		1,800,000
										Target Value Increased				Target Value Unchanged

Under the 2019 ETLP:

•	all stock options are now premium-priced, split evenly based on grant date fair value into three equally weighted tranches with exercise prices set at premiums of 115%, 125% and 135% to the fair market value on the date of grant, reflecting a significant shift from the options granted in 2018;
•	the grant date fair value of the stock options and TSR performance shares are increased versus comparable awards in 2018;
•	the grant date fair value of the time-vested RSUs remains unchanged versus 2018, and so time-vested RSUs comprise a significantly smaller percentage of the overall long-term incentive opportunity because the increase in grant date fair value is allocated to the performance-based components of the 2019 ETLP; and
•	the increased grant date fair value components of the 2019 ETLP, consisting of premium-priced stock options and TSR performance shares, will be forfeited if a recipient retires before vesting.

Performance Shares.This metric aligns with shareholder interests as higher cumulative TSR results in higher returns for shareholders and ensures a close correlation between performance and payouts. Performance shares are earned, if at all, based on the percentile ranking of the Company’s cumulative TSR compared to the TSR of the companies in the S&P 500 Index (as constituted on the initial grant date, subject to certain adjustments) after a three-year performance period. TSR performance shares granted in 2017 and later accrue dividend equivalent units, which are payable only with regard to earned shares that are delivered upon settlement.

The number of TSR performance shares payable to executives is calculated by multiplying the target award by a percentage (from 0% to 200%) as illustrated in the table below:

Company TSR Percentile		Performance Share Payout as a % of Target
90th		200%
70th		150%
50th		100%
30th		50%
Below 30th		0%

EQUIFAX INC. - 2019 Proxy Statement    50

Back to Contents

The percentage is determined by taking an average of the payout percentages achieved for each of the last four quarters of the performance period based on the Company’s cumulative TSR percentile ranking through the end of each such quarter. Basing the award payout on the average of the payout percentages for each of the last four quarters of the three-year performance period counterbalances potential late performance period volatility and reflects performance over the whole period. If our team does not deliver threshold performance, the value of the performance shares will be $0. In addition, in the event that cumulative TSR is negative over the three-year performance period, the payout is capped at 100% of the target shares irrespective of the Company’s TSR percentile rank versus peers.

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

The exercise prices of stock options granted in 2019 were set above the fair market value of our stock in three equally weighted tranches (based on fair value on the date of grant) with exercise prices of 115%, 125% and 135% of the fair market value of our stock. The premium-priced stock options vest on the third anniversary of the grant date, assuming continued employment with the Company. The term of the premium-priced stock options is six years from the grant date.

RSUs. We use RSUs to retain our employees over the long-term and simultaneously inspire our team to focus on corporate performance. The RSUs issued to NEOs vest on the third anniversary of the grant date. RSUs granted in 2017 and later accrue dividend equivalent units. The value of RSUs varies directly with the market price of our common stock, which creates an added incentive to make decisions that will build shareholder value over the long-term.

Other Actions in 2019

•	No Increase in Base Salary or Annual Bonus Opportunity for NEOs. The Committee determined that our NEOs will not receive any increase to base salary or target bonus opportunity for 2019. The only compensation increases for our NEOs for 2019 relate to our long-term incentive program (described above), which creates greater focus on stock price and multi-year performance and thereby enhances alignment between management and shareholders.
•	Adopted Change In Control Severance Plan. In February 2019, the Committee adopted a new Change in Control Severance Plan (the “CIC Plan”) for senior executives, including our NEOs other than Mr. Begor. The Committee worked with its outside compensation consultants to design a plan with market-standard terms that will provide executives security in the event of a change in control of the Company. The CIC Plan ensures that our executives objectively evaluate potential transactions that may be in the best interest of our shareholders, despite the potential negative consequences such transactions may have on them personally. The CIC Plan will not apply to Mr. Begor, whose change in control protections as contained in his employment agreement were already aligned with the core provisions of the CIC Plan. See “2019 Change in Control Severance Plan” on pages 65-66 for more details regarding the new CIC Plan.

	–	Eliminated CIC Letter Agreements. Other than as described above with respect to our CEO, all of our executives with individual change in control agreements (the “CIC Letter Agreements”) agreed to give up their individual agreements become subject to the new CIC Plan.
	–	Reduced CIC Severance Multiples. Under the CIC Letter Agreements, certain executives were entitled to a severance multiple of 3x. Following the elimination of the CIC Letter Agreements, the severance multiple upon a change in control was set at 2x for all executives other than the CEO, representing a significant decrease in the benefit payable.
	–	Eliminated CIC Tax Gross-Ups. Under the CIC Letter Agreements, certain executives were entitled to tax gross-up benefits in connection with a change in control. Following the elimination of the CIC Letter Agreements, we do not offer tax gross-up benefits in connection with a change in control.

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 or with which we compete for executive talent.

Compensation Committee Interlocks and Insider Participation

Phillip Humann, Mark Feidler, Robert Marcus, Siri Marshall and Robert Selander were members of the Compensation Committee during 2018. Mr. Humann retired from the Board on May 3, 2018. None of these directors is or has been an executive officer of the Company, or had any relationship requiring disclosure by the Company under the SEC’s rules requiring disclosure of certain relationships and related party transactions. None of the Company’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director of the Company or a member of the Compensation Committee during 2018.

EQUIFAX INC. - 2019 Proxy Statement    51

Back to Contents

Summary Compensation Table

The following table presents information regarding compensation of the NEOs for services rendered during 2018, 2017 and 2016. 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 ($)(2)		Bonus ($)(3)		Stock Awards ($)(4)		Option Awards ($)(5)		Non-Equity Incentive Plan Compensation ($)(6)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(7)(8)		All Other Compensation ($)(9)		Total ($)
Mark W. Begor(1) Chief Executive Officer		2018		1,009,615		0		14,473,853		3,372,803		806,833		0		350,608		20,013,712
				–		–		–		–		–		–		–		–
				–		–		–		–		–		–		–		–
John W. Gamble, Jr. Corporate Vice President and Chief Financial Officer		2018		681,622		0		1,649,314		664,725		510,781		355,500		17,043		3,878,985
		2017		660,164		0		1,095,714		224,257		0		878,600		16,831		2,875,567
		2016		632,243		0		1,244,532		0		758,692		443,000		16,640		3,095,107
Jamil Farshchi(1) Chief Information Security Officer		2018		403,846		65,000		2,888,573		148,837		299,745		0		87,557		3,893,558
				–		–		–		–		–		–		–		–
				–		–		–		–		–		–		–		–
John J. Kelley III Corporate Vice President, Chief Legal Officer and Corporate Secretary		2018		538,332		0		1,415,257		610,097		322,724		338,000		19,864		3,244,274
		2017		548,939		0		872,185		178,780		0		688,000		16,831		2,304,735
		2016		546,312		0		957,302		0		655,547		615,400		21,135		2,795,696
Bryson R. Koehler(1) Chief Technology Officer		2018		317,308		0		5,566,312		178,584		237,778		0		81,282		6,381,264
				–		–		–		–		–		–		–		–
				–		–		–		–		–		–		–		–
Paulino do Rego Barros, Jr.(1) Former Interim CEO; Former President, U.S. Information Solutions		2018		781,660		500,000		1,117,290		143,829		413,388		778,900		532,355		4,267,422
		2017		561,450		0		2,088,394		120,497		0		476,700		477,393		3,724,434
				–		–		–		–		–		–		–		–

(1)	Messrs. Begor, Farshchi and Koehler were hired in 2018. Mr. Barros was an executive officer, but not an NEO, for 2016.
(2)	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 Executive Deferred Compensation Plan.
(3)	The entire annual incentive bonus is included under the“Non-Equity Incentive Plan Compensation”column because it was subject to a performance-based condition (cap) based on the Company’s operating income for the applicable year for purposes of Code Section 162(m), as described under“Consideration of Certain Tax Effects”on page 47. Amount for Mr. Barros reflects a cash bonus payable upon the successful completion of his role as interim Chief Executive Officer in April 2018. Amount for Mr. Farshchi includes a one-time, new hire cash payment of $65,000. Amounts shown are not reduced to reflect the individual’s election, if any, to defer receipt of awards under the Executive Deferred Compensation Plan.
(4)	For each NEO, the amounts in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 without regard to estimated forfeitures related to service-based vesting conditions. Stock awards in 2018 included time-vested RSUs and TSR performance shares. For the 2018 TSR performance share awards, the value at the grant date is determined under the Monte Carlo valuation model consistent with the estimated full cost to be recognized over the three-year performance period based on the probable outcome of the performance conditions. The calculations reflect an accounting value for the 2018 TSR performance share grants of: (i) $145.96 per share for the awards to Messrs. Gamble, Farshchi, Kelley and Barros, which was 120.28% of our closing stock price of $121.35 on the March 5, 2018 grant date; (ii) $135.27 per share for the award to Mr. Begor, which was 120.28% of our closing stock price of $112.46 on the May 4, 2018 grant date; and (iii) $148.53 per share for the award to Mr. Koehler, which was 120.28% of our closing stock price of $123.49 on the July 27, 2018 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, 2018, in our 2018 Form 10-K.
	The value of the 2018 time-vested RSU and TSR performance share awards, assuming the highest level of performance under the performance share awards would be achieved (200% of the target), based on the closing price of our common stock on the respective grant dates are as follows: Mr. Begor $24,697,730; Mr. Gamble, $2,461,142; Mr. Farshchi, $3,339,589; Mr. Kelley, $2,061,713; Mr. Koehler, $6,107,569; and Mr. Barros, $1,553,272. 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.
	In addition to the annual LTI award for 2018, in connection with his appointment as CEO, Mr. Begor was awarded a one-time New Hire Award in the amount of $10 million. The one-time New Hire Award was granted to compensate Mr. Begor for foregoing pay that had already been earned from his prior employer in order to assume the role of Equifax CEO. In connection with their new leadership positions with the Company and to compensate them for foregoing pay previously earned at their prior employers, in addition to the annual LTI award for 2018, Messrs. Farshchi and Koehler were granted additional RSUs with grant date fair values of $2,250,000 and $4,800,000, respectively. In addition to the annual LTI award for 2018, Messrs. Gamble and Kelley were each granted additional RSUs and stock options with an aggregate grant date fair value of $1,000,000, and Mr. Barros was granted additional RSUs with an aggregate grant date fair value of $500,000.
(5)	The amount in this column shows the aggregate grant date fair value 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, 2018, in our 2018 Form 10-K.

EQUIFAX INC. - 2019 Proxy Statement    52

Back to Contents

(6)	Represents annual incentive awards paid under the Annual Incentive Plan for services performed in 2018 and 2016, respectively. In response to the cybersecurity incident, the Board exercised its negative discretion to eliminate payments to our NEOs under the 2017 Annual Incentive Plan. Amounts shown are not reduced to reflect the NEO’s election, if any, to defer receipt of awards under the Executive Deferred Compensation Plan.
(7)	For Messrs. Gamble, Kelley and Barros, the amounts in this column reflect the aggregate increase (or decrease), if any, of accumulated pension benefit accruals for such NEOs under the Supplemental Retirement Plan for Executives of Equifax Inc. (“SERP”) in the applicable fiscal year. 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 2018 Fiscal Year-End”table on page 57. 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 fluctuations in pension value resulting from the change in discount rates or mortality table assumptions resulted in an increase in the benefits payable to participants under the SERP.
(8)	For Messrs. Gamble, Kelley and Barros, the amounts in this column reflect the actuarially-determined increase at December 31 of the applicable year in the present value of such NEO’s accumulated benefits under the SERP, at the earliest unreduced retirement age, determined using interest rate, mortality and other assumptions consistent with those used in the Company’s financial statements and includes amounts which the NEO may not currently be entitled to receive because such amounts are not vested. Above-market or preferential earnings are not available under our two nonqualified deferred compensation plans, the Executive Deferred Compensation Plan and the Director and Executive Stock Deferral Plan. See“Pension Benefits at 2018 Fiscal Year-End”on page 57 for more information on pension benefits.
(9)	The“All Other Compensation”column for 2018 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		56,196		70,750		24,163		197,983		1,516		350,608
J. Gamble		8,000						8,250		793		17,043
J. Farshchi		5,446						82,111				87,557
J. Kelley		10,821						8,250		793		19,864
B. Koehler		15,436						65,846				81,282
P. Barros		24,288		355,754		143,270		8,250		793		532,355

(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, spousal travel to attend business-related events and event tickets, 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.
(b)	Amount for Mr. Begor reflects reimbursement for relocation and temporary living expenses. Amount for Mr. Barros reflects $40,353 for his relocation and $315,401 incurred for his living expenses in connection with his prior assignment in Australia.
(c)	The Company does not provide tax reimbursements on the value of perquisites and personal benefits received by the NEOs other than those provided to other employees. The Company’s standard policy for employees is to provide a tax gross-up for relocation assistance. Mr. Barros’s relocation assistance includes $105,110 related to a tax gross-up payment on the relocation and living expenses and $38,160 for payment of foreign taxes. Mr. Begor’s relocation assistance includes $24,163 related to a tax gross-up payment on the relocation and living expenses.
(d)	For Messrs. Begor, Farshchi and Koehler, the amounts in this column reflect the aggregate increase (or decrease), if any, of accumulated benefit accruals for such individuals under the Company’s Supplemental Contribution Plan in the applicable fiscal year as well as a Company match of 100% of the first 4% of compensation (subject to the government limit on compensation of $275,000 in 2018) contributed on a pre-tax or after-tax basis to the tax-qualified profit sharing and 401(k) Plan. For Messrs. Gamble, Kelley and Barros, the amounts reflect a Company match of 50% of the first 6% of compensation (subject to the government limit on compensation of $275,000 in 2018) contributed on a pre-tax or after-tax basis to the tax-qualified profit sharing and 401(k) Plan. See“401(k) Plan”on page 55 and“Supplemental Contribution Plan”on page 59.
(e)	Represents insurance premiums paid for NEO personal excess liability insurance.

EQUIFAX INC. - 2019 Proxy Statement    53

Back to Contents

2018 Grants of Plan-Based Awards

Set forth below is information regarding awards provided to the NEOs in 2018. The non-equity incentive awards were made under the Annual Incentive Plan (“AIP”) which is part of our shareholder-approved amended and restated 2008 Omnibus Incentive Plan (the “2008 Omnibus Incentive Plan”). The equity awards were also made under the 2008 Omnibus Incentive Plan.

				Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2)						Estimated Future Payouts Under Equity Incentive Plan Awards(3)						All Other Stock Awards: Number of Shares of Stock or		All Other Option Awards: Number of Securities Underlying		Exercise or Base Price of Option		Grant Date Fair Value of Stock and Option
Name(1)		Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		Units(4) (#)		Options (#)		Awards ($/Sh)		Awards(5) ($)
M. Begor
AIP		3/27/18		403,846		1,009,615		2,019,231
PS		5/4/18								15,561		31,122		62,244								4,209,776
PS (N)		5/4/18								22,231		44,461		88,922								6,014,101
RSUs		5/4/18														15,561						1,749,990
RSUs (N)		5/4/18														22,230						2,499,986
Options		5/4/18																62,246		112.46		1,388,837
Options (N)		5/4/18																88,919		112.46		1,983,966
J. Gamble
AIP		2/15/18		204,486		511,216		1,022,432
PS		3/5/18								2,781		5,562		11,124								811,828
RSUs		3/5/18														2,781						337,474
RSUs (S)		7/27/18														4,049						500,011
Options		3/5/18																11,128		121.35		267,916
Options (S)		7/27/18																16,196		123.49		396,809
J. Farshchi
AIP		2/2/18		120,000		300,000		600,000
PS		3/5/18								1,545		3,090		6,180								451,016
RSUs		3/5/18														1,545						187,486
RSUs (N)		3/5/18														18,542						2,250,072
Options		3/5/18																6,182		121.35		148,837
J. Kelley
AIP		2/15/18		129,200		322,999		645,998
PS		3/5/18								2,215		4,429		8,858								646,456
RSUs		3/5/18														2,215						268,790
RSUs (S)		7/27/18														4,049						500,011
Options		3/5/18																8,859		121.35		213,288
Options (S)		7/27/18																16,196		123.49		396,809
B. Koehler
AIP		4/24/18		95,192		237,981		475,962
PS		7/27/18								1,822		3,644		7,288								541,257
RSUs		7/27/18														1,822						224,999
RSUs (N)		7/27/18														38,870						4,800,056
Options		7/27/18																7,289		123.49		178,584
P. Barros
AIP		2/15/18		187,598		468,996		937,992
PS		3/5/18								1,494		2,987		5,974								435,982
RSUs		3/5/18														1,494						181,297
RSUs (S)		7/27/18														4,049						500,011
Options		3/5/18																5,974		121.35		143,829

(1)	AIP = 2018 Annual Incentive Plan; PS = TSR performance shares granted under annual LTIP; PS (N) = new hire grant of TSR performance shares; RSUs = time-vested RSUs granted under annual LTIP; RSUs (N) = new hire grant of time-vested RSUs; RSUs (S) = special one-time grant of time-vested RSUs; Options = non-qualified stock options granted under annual LTIP; Options (N) = new hire grant of non-qualified stock options; Options (S) = special one-time grant of non-qualified stock options.
(2)	The amounts shown represent the range of possible dollar payouts that could have been earned under the 2018 Annual Incentive Plan. The amount in the “Threshold” column assumes the Company achieved the minimum performance level required for the granting of AIP awards, and that the NEO was rated “achieves expectations” for the individual performance portion of the award (100% of threshold), resulting in an award equal to 40% of his or her award target.
(3)	Represents grants to each NEO during 2018 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. TSR performance shares accrue dividend equivalent units which vest at the same time and at the same level of award attainment as the underlying shares. Information regarding performance targets, vesting and additional performance share award details is set forth under“Long-Term Equity Incentive Compensation”beginning on page 42.
(4)	Represents the number of RSUs granted to each NEO during 2018. The RSUs will vest, subject to continued employment, on the third anniversary of the grant date, except that Mr. Farshchi’s new hire grant vests 50% on each of the first and second anniversaries of the grant date and Mr. Koehler’s new hire grant vest ratably over three years. Dividend equivalents accrue on unvested shares. Additional information regarding RSUs is set forth under the heading“Long-Term Equity Incentive Compensation”on page 43.
(5)	Represents full grant date fair value of stock and option awards granted to each NEO in 2018 computed in accordance with FASB ASC Topic 718, excluding the estimated effect of forfeitures. The stock options vest, subject to continued employment, ratably on each of the first, second and third anniversaries of the grant date.

EQUIFAX INC. - 2019 Proxy Statement    54

Back to Contents

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 30. A summary of certain material terms of our compensation plans and arrangements is set forth below.

2018 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“2018 Grants of Plan-Based Awards”table on page 54. 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 as summarized below. In 2018, we matched either 50% of the first 6% of pay, or 100% of 4% of pay an employee contributed on a pre-tax or after-tax basis to the plan (subject to the government limit on compensation, or $275,000 in 2018) (the “basic plan”). Participants, excluding participants in the SERP, also receive a direct Company contribution (the “enhanced plan”), under which Equifax may make a contribution of between 1.5% and 4% of pay based on years of service, even if employees do not choose to make a 401(k) Plan contribution, and also may provide a 100% match on employee 401(k) Plan contributions up to 4% of pay compared to a 50% match on the first 6% of employees’ contributions in the previous 401(k) Plan. Effective as of January 1, 2019, the Company approved a change to the 401(k) Plan to eliminate the direct Company contribution and increase the discretionary match under the enhanced plan to 100% of the first 5% of pay contributed by the employee.

U.S. Retirement Income Plan. The USRIP is a tax-qualified defined benefit plan that covered eligible salaried U.S. employees. The USRIP has been frozen for U.S. employees who did not meet certain grandfathering criteria (i.e., those employees who were not retirement-eligible on the freeze date, which includes all of the NEOs), and provide these employees and certain other employees not eligible to participate in the USRIP with an enhanced 401(k) Plan described above. The pension plan amendments freeze service credit as of December 31, 2008, and salary increases as of December 31, 2012. Certain NEOs participate in the Supplemental Retirement Plan for Executives of Equifax Inc. (“SERP”) and do not participate in the enhanced 401(k) Plan. The changes did not affect our U.S. retirees, former employees with vested benefits or employees who were eligible to retire prior to January 1, 2009 (the “grandfathered group”). Members of the grandfathered group who were still employed on December 31, 2014 had their pension benefits fully frozen on this date.

Executive Life and Supplemental Retirement Benefit Plan. The Executive Life Plan provides executive life insurance benefits, which may also include capital accumulation benefits. The Executive Life Plan’s grantor trust is used to ensure that the insurance premiums due under this plan are paid in case we fail to make scheduled payments following a change in control, as defined in the trust agreement. The Executive Life 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, in order to make permanent our suspension of premium payments after July 30, 2002 in compliance with Sarbanes-Oxley Act prohibitions against company loans to their executive officers.

EQUIFAX INC. - 2019 Proxy Statement    55

Back to Contents

Outstanding Equity Awards at 2018 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		0		88,919		0		112.46		5/4/2028
		0		62,246		0		112.46		5/4/2028
												22,453	(3)		2,091,048
												15,717	(3)		1,463,724
																	89,814	(11)		8,364,378
																	62,868	(11)		5,854,897
J. Gamble		3,462		6,923		0		129.93		2/16/2027
		0		11,128		0		121.35		3/5/2028
		0		16,196		0		123.49		7/27/2028
												4,295	(4)		399,993
												2,667	(4)		248,378
												2,818	(4)		262,440
												4,076	(4)		379,598
												2,362	(9)		219,973
																	10,668	(10)		993,511
																	11,272	(11)		1,049,761
J. Farshchi		0		6,128		0		121.35		3/5/2028
												18,790	(5)		1,749,913
												1,565	(5)		145,748
																	6,262	(11)		583,180
J. Kelley		2,760		5,519		0		129.93		2/16/2027
		0		8,859		0		121.35		3/5/2028
		0		16,196		0		123.49		7/27/2028
												3,303	(6)		307,608
												2,123	(6)		197,715
												2,244	(6)		208,984
												4,076	(6)		379,598
												1,817	(9)		169,217
																	8,492	(10)		790,860
																	8,976	(11)		835,935
B. Koehler		0		7,289		0		123.49		7/27/2028
												39,137	(7)		3,644,829
												1,834	(7)		170,800
																	7,338	(11)		683,388
P. Barros		1,860		3,720		0		129.93		2/16/2027
		0		5,974		0		121.35		3/5/2028
												2,312	(8)		215,317
												1,432	(8)		133,362
												13,460	(8)		1,253,530
												1,514	(8)		140,999
												4,076	(8)		379,598
												1,272	(9)		118,461
																	5,728	(10)		533,449
																	6,052	(11)		563,623

(1)	Options vest one-third annually for three years following the grant date.
(2)	Based on the closing price of Equifax common stock ($93.13) on December 31, 2018.
(3)	RSUs vest on May 4, 2021.
(4)	RSUs vest on February 18, 2019 (4,295), February 16, 2020 (2,667), March 5, 2021 (2,818) and July 27, 2021 (4,076).
(5)	RSUs vest on March 5, 2019 (9,395), March 5, 2020 (9,395) and March 5, 2021 (1,565).
(6)	RSUs vest on February 18, 2019 (3,303), February 16, 2020 (2,123), March 5, 2021 (2,244) and July 27, 2021 (4,076).
(7)	RSUs vest on July 27, 2019 (13,045), July 27, 2020 (13,046) and July 27, 2021 (14,880).

EQUIFAX INC. - 2019 Proxy Statement    56

Back to Contents

(8)	RSUs vest on February 18, 2019 (2,312), February 16, 2020 (1,432), December 1, 2020 (13,460), March 5, 2021 (1,514) and July 27, 2021 (4,076).
(9)	Performance shares granted during 2016 that were earned based on Equifax’s performance for the three-year performance period ended December 31, 2018; the performance shares did not vest until performance was approved by the Compensation Committee in February 2019 and therefore were unvested as of December 31, 2018.
(10)	Maximum (200% of target) of performance shares granted during 2017 that may be earned based on Equifax’s performance, as determined by the Compensation Committee, following the completion of the three-year performance period ended December 31, 2019.
(11)	Maximum (200% of target) of performance shares granted during 2018 that may be earned based on Equifax’s performance, as determined by the Compensation Committee, following the completion of the three-year performance period ending December 31, 2020.

Option Exercises and Stock Vested in Fiscal Year 2018

		Option Awards								Stock Awards
Name		Number of Shares Acquired on Exercise (#)				Value Realized On Exercise ($)(1)				Number of RSU Shares Acquired on Vesting (#)				Value of RSUs Realized on Vesting ($)(2)				Number of Performance Shares Acquired on Vesting (#)				Value of Performance Shares Realized on Vesting ($)(3)
M. Begor			0				0				0				0				0				0
J. Gamble			0				0				4,302				497,096				14,560				1,682,408
J. Farshchi			0				0				0				0				0				0
J. Kelley			0				0				3,585				414,247				12,133				1,401,968
B. Koehler			0				0				0				0				0				0
P. Barros			0				0				2,599				300,314				8,797				1,016,493

(1)	The value realized upon stock option exercises during 2018 was calculated based on the difference between the market price of Equifax common stock at the time of exercise and the exercise price of the option.
(2)	The value realized for RSUs was determined by multiplying the number of units that vested during 2018 by the market price of Equifax common stock on the respective vesting date.
(3)	The value realized for performance shares was determined by multiplying the number of units that vested (target award times the payout percentage earned of 169.2%) by the market price of Equifax common stock on February 20, 2018 ($115.55).

Retirement Plans

The following table shows the present value at December 31, 2018 of accumulated benefits payable to each of our NEOs at the earliest unreduced retirement age (age 60 or current age for executives over the age of 60), including the number of years of service credited to each NEO, under the SERP. Age 60 is the earliest age at which a participant can begin receiving an unreduced early retirement benefit under the SERP. No pre-retirement mortality was assumed. Messrs. Gamble, Kelley and Barros are currently eligible for retirement under the SERP.

Pension Benefits at 2018 Fiscal Year-End

Name		Number of Years Credited Service (#)				Present Value of Accumulated Benefit(1) ($)				Payments During Last Fiscal Year(s) ($)
M. Begor			N/A	(2)			N/A	(2)			N/A	(2)
J. Gamble			5				2,040,200				0
J. Farshchi			N/A	(2)			N/A	(2)			N/A	(2)
J. Kelley			6				2,302,600				0
B. Koehler			N/A	(2)			N/A	(2)			N/A	(2)
P. Barros			9				3,358,200				0

(1)	These values were determined using interest rate and mortality rate assumptions consistent with those used in the Company’s consolidated financial statements.
(2)	Messrs. Begor, Farshchi and Koehler are not participants in the SERP.

EQUIFAX INC. - 2019 Proxy Statement    57

Back to Contents

Supplemental Retirement Plan. The SERP covers the NEOs and other senior executive officers designated by the Compensation Committee. Messrs. Begor, Farshchi and Koehler do not participate in the SERP. The plan provides benefits that supplement the USRIP benefits. The SERP provides an annual benefit equal to 2.5% of “average annual earnings” times years of service as a senior executive officer (up to 10 years), plus 1.67% of average annual earnings multiplied by years of service as a senior executive officer in excess of 10 years (up to 20 years). “Average annual earnings” for this purpose means the highest paid 36 consecutive months of employment and includes base salary and annual incentives. For service as a senior executive officer in excess of 20 years or in a position other than as a senior executive officer, a participant receives a “restoration benefit” using a formula similar to that of the USRIP, without the IRS limits on compensation. In general, only actual years of service with the Company are credited for purposes of determining the SERP benefit. Effective January 1, 2011, the Company prospectively eliminated additional years of SERP service credit for new employment or other agreements. In November 2015, the Company closed the SERP to new participants.

 

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

 

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

 

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

 

Non-Qualified Deferred Compensation

 

The following table sets forth information regarding the NEOs’ participation in our non-qualified deferred compensation plans in 2016.2018. All of the balances relate to executives’ own deferred amounts. Cash deferrals are invested in investment funds available to the general public. Stock deferrals are deferred as stock equivalent units with earnings and losses solely attributable to changes in our stock price. We do not make any additional contributions to such plans.plans, except as explained on page 59 with respect to the Supplemental Contribution Plan.

 

		Non-Qualified Deferred Compensation for 2016 Fiscal Year
Name		Executive Contributions in Last FY(1) ($)		Registrant Contributions in Last FY ($)		Aggregate Earnings in Last FY(2) ($)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE(3) ($)
R. Smith		0		0		0		0		0
J. Gamble		0		0		0		0		0
J. Kelley		0		0		0		0		0
R. Ploder
Deferred Stock Units		0		0		43,080		(377,190)		0
C. Rushing		61,348		0		22,345		0		671,478

		Non-Qualified Deferred Compensation for 2018 Fiscal Year
Name		Executive Contributions in Last FY(1) ($)				Registrant Contributions in Last FY(2) ($)				Aggregate Earnings in Last FY(3) ($)				Aggregate Withdrawals/ Distributions ($)				Aggregate Balance at Last FYE(4) ($)
M. Begor			0				187,533				0				0				187,533
J. Gamble			0				N/A				0				0				0
J. Farshchi			0				72,303				0				0				72,303
J. Kelley			0				N/A				0				0				0
B. Koehler			0				58,196				0				0				58,196
P. Barros			0				N/A				(84,199	)			0				1,211,893

(1)	These amounts include salary contributions made by NEOs to the Executive Deferred Compensation Plan and stock deferred to the Director and Executive Stock Deferral Plan. Accordingly, cash deferral amounts are included in the amounts reported in the “Salary”“Salary” column in the Summary Compensation Table.
(2)	These amounts represent the Company’s contribution on behalf of the NEO under the Supplemental Contribution Plan. Participants in the SERP are not eligible to participate in the Supplemental Contribution Plan.
(3)	Aggregate earnings in the last fiscal year are not reflected in the Summary Compensation Table because earnings were neither preferential nor above-market. These amounts include earnings (losses), dividends and interest provided on current contributions and existing balances, including the change in value of the underlying investment options in which the NEO is deemed to be invested. These amounts are not reported in the Summary Compensation Table as compensation.
(3)(4)	These amounts represent each NEO’s aggregate balance in the Executive Deferred Compensation Plan and the Director and Executive Stock Deferral Plan and/or the Supplemental Contribution Plan as of December 31, 2016.2018. The numbers also include the contributions made by each NEO to the Executive Deferred Compensation Plan, which are also reported in the “Salary” column of the Summary Compensation Table.

 

EQUIFAX INC. - 20172019 Proxy Statement4758

Back to Contents

Supplemental Contribution Plan. After the SERP was closed to new participants in 2015, the Company amended its Executive Deferred Compensation Plan to add provisions to permit senior executive officers designated by the Compensation Committee to receive supplemental retirement contributions (the “Supplemental Contribution Plan”). NEOs and senior executive officers who participate in the SERP are not eligible to participate in the Supplemental Contribution Plan. Messrs. Begor, Farshchi and Koehler participate in the Supplemental Contribution Plan.

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

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

Deferred Compensation Plans.We maintain two deferred compensation plans that allow for certain management employees to defer the receipt of compensation (such as salary, incentive compensation and/or stock from vested shares) until a later date based on the terms of the plans. The benefits under our deferred compensation plans are guaranteedrepresented by the assets of a grantor trust which, through our funding, makes investments in certain mutual funds.funds and stock. The purpose of this trust is to ensure the distribution of benefits by participants ofin the deferred compensation plans in case of a change in control, as defined in the trust agreement.plans. However, all benefits under the plan are non-funded obligations of the Company and are subject to the claims of creditors.

Director and Executive Stock Deferral Plan. This plan permits the directors, NEOs and other eligible employees to defer taxes upon the vesting of RSUs. Participants may defer 25%, 50%, 75% or 100% of the portion of the grant that is vesting. Stock deferrals track the performance of our common stock, without credit for dividends. The participant receives the right to a number of shares of deferred stock equal to any gain in the value of our common stock. In general, amounts deferred under the plan are not paid until the participant retires. However, participants may also establish sub-accounts from which amounts are to be paid on specific pre-retirement timetables established by the director or executive officer, referred to as a scheduled withdrawal. Amounts deferred are paid in our common stock, either in a lump sum or in annual installments over a period of up to 15 years for retirement distributions, or up to five years for a scheduled withdrawal. The Company makes no contributions to this plan but pays all administrative costs and expenses.

Executive Deferred Compensation Plan. This nonqualified plan is a tax deferred compensation program for a limited number of executives, including NEOs, and provides a tax favorable vehicle for deferring annual compensation, including base salary and annual incentive. Under the plan, an executive may defer up to 75% of his or her base salary and up to 100% of any incentive payment. Amounts deferred are credited with gains or losses which mirror the performance of benchmark investment funds selected by the participant from among several publicly-available investment funds. The plan does not offer any above-market or preferential rates of return to the NEOs. Amounts deferred are paid, at the participant’s option, either in a lump sum or in annual installments over a period of up to 15 years for retirement or termination distributions, or up to five years for a scheduled withdrawal. The Company makes no contributions to this plan but pays all administrative costs and expenses.expenses of the plan.

 

EQUIFAX INC. - 2019 Proxy Statement    59

Back to Contents

Potential Payments Upon Termination or Change In Control

 

The following tables summarize the value of potential payments and benefits that our NEOs would receive if they had terminated employment on December 31, 20162018 under the circumstances shown. The tables exclude amounts that would be paid in the normal course of continued employment, such as accrued but unpaid salary and earned annual bonus for 2016,2018, and vested account balances in our 401(k) Plan that are generally available to all of our active U.S. salaried employees. The tables also reflect the amounts that the NEOs would receive under our new CIC Plan, which was adopted in February 2019 and applies to our NEOs other than Mr. Begor. Messrs. Farshchi and Koehler were not party to an individual change in control agreement with the Company prior to their participation in the CIC Plan as of February 2019. Actual amounts to be paid can only be determined at the time of such executive’s termination of service.

 

R. SMITHM. BEGOR

Payment or benefit		Voluntary termination by the NEO ($)				Termination by us for cause ($)				Termination by us without cause or by the NEO with good reason ($)				Termination by us without cause or by the NEO with good reason following a change in control ($)				Retirement ($)				Disability ($)				Death ($)
Severance payments			0				0	(1)			6,000,000	(2)			9,000,000	(3)			0				0				0
Pension/supplemental retirement plan(4)			0				0				0				0				0				187,533				187,533
Executive compensation deferral program(6)			0				0				0				0				0				0				0
Life insurance benefits			0				0				0				4,320	(7)			0				0				250,000	(8)
Disability benefits			0				0				0				828	(9)			0				503,400	(10)			0
Healthcare benefits			0				0				43,509	(12)			43,509	(12)			0				156,900	(13)			7,800	(14)
Perquisites and other personal benefits(15)			0				0				50,000				50,000				0				50,000				50,0000
Tax gross-up			0				0				0				0				0				0				0
Market value of stock options vesting on termination			0				0				0				0				0				0				0
Market value of restricted
stock vesting on termination			0				0				6,273,237	(17)			10,644,409	(19)			0				10,644,409	(19)			10,644,409	(19)
TOTAL			0				0				12,366,746				19,743,066				0				11,542,242				11,139,742

 

														Termination
														by us without
														cause or by
										Termination				the NEO with
										by us without				good reason
		Voluntary				Termination				cause or by				following a
		termination				by us for				the NEO with				change in
		by the NEO				cause				good reason				control				Retirement				Disability				Death
Payment or benefit		($)				($)				($)				($)				($)		(20)		($)				($)
Severance payments			0				0	(1)			5,220,000	(2)			17,602,609	(3)			0				0				0
Pension/supplemental retirement plan(4)			18,373,500				18,373,500				18,373,500				18,373,500				18,373,500				18,373,500				9,929,100	(5)
Executive compensation deferral program(6)			0				0				0				0				0				0				0
Life insurance benefits			0				0				0				0	(7)			0				0				10,000,000	(8)
Disability benefits			0				0				0				9,936	(9)			0				747,200	(10)			0
Healthcare benefits			0				0				27,231	(11)			62,910	(12)			103,600	(18)			207,800	(13)			4,200	(14)
Perquisites and other personal benefits			0				0				0				50,000	(15)			0				0				0
Tax gross-up			0				0				0				0	(16)			0				0				0
Market value of stock options vesting on termination			0				0				0				0				0				0				0
Market value of restricted stock vesting on termination			0				0				0				28,197,264	(17)			0				28,197,264	(17)			28,197,264	(17)
TOTAL			18,373,500				18,373,500				23,620,731				64,296,219				18,477,100				47,525,764				48,130,564

J. GAMBLE

Payment or benefit		Voluntary termination by the NEO ($)				Termination by us for cause ($)				Termination by us without cause or by the NEO with good reason ($)				Termination by us without cause or by the NEO with good reason following a change in control (2018) ($)				Termination by us without cause or by the NEO with good reason following a change in control (2019) ($)				Retirement ($)				Disability ($)				Death ($)
Severance payments			0				0	(1)			158,094	(2)			6,086,698	(3)			2,397,762	(18)			0				0				0
Pension/supplemental retirement plan(4)			2,040,200				2,040,200				2,040,200				2,040,200				2,040,200				2,040,200				2,040,200				1,030,200	(5)
Executive compensation deferral program(6)			0				0				0				0				0				0				0				0
Life insurance benefits			0				0				0				4,320	(7)			0				0				0				1,250,000	(8)
Disability benefits			0				0				0				828	(9)			0				0				805,300	(10)			0
Healthcare benefits			0				0				0				52,410	(11)			27,754	(12)			0				135,300	(13)			7,800	(14)
Perquisites and other personal benefits(15)			0				0				0				10,000				10,000				0				0				0
Tax gross-up			0				0				0				0				0				0				0				0
Market value of stock options vesting on termination			0				0				0				0				0				0				0				0
Market value of restricted
stock vesting on termination			0				0				0				3,112,125	(19)			3,112,125	(19)			0				3,112,125	(19)			3,112,125	(19)
TOTAL			2,040,200				2,040,200				2,198,294				11,306,582				7,587,841				2,040,200				6,092,925				5,400,125

 

EQUIFAX INC. - 20172019 Proxy Statement4860

Back to Contents

J. GAMBLEFARSHCHI

														Termination
														by us without
														cause or by
										Termination				the NEO with
										by us without				good reason
		Voluntary				Termination				cause or by				following a
		termination				by us for				the NEO with				change in
		by the NEO				cause				good reason				control				Retirement				Disability				Death
Payment or benefit		($)				($)				($)				($)				($)				($)				($)				Voluntary termination by the NEO ($)				Termination by us for cause ($)				Termination by us without cause or by the NEO with good reason ($)				Termination by us without cause or by the NEO with good reason following a change in control (2018) ($)				Termination by us without cause or by the NEO with good reason following a change in control (2019) ($)				Retirement ($)				Disability ($)				Death ($)
Severance payments			0				0	(1)			97,920	(2)			5,547,019	(3)			0				0				0				0				0	(1)			38,462	(2)			38,462	(3)			1,600,000	(18)			0				0				0
Pension/supplemental retirement plan(4)			420,000				420,000				420,000				806,100				420,000				420,000				217,000	(5)			0				0				0				0				0				0				72,303				72,303
Executive compensation deferral program(6)			0				0				0				0				0				0				0				0				0				0				0				0				0				0				0
Life insurance benefits			0				0				0				4,320	(7)			0				0				1,250,000	(8)			0				0				0				0				0				0				0				250,000	(8)
Disability benefits			0				0				0				9,936	(9)			0				948,600	(10)			0				0				0				0				0				0				0				1,511,400	(10)			0
Healthcare benefits			0				0				0				62,910	(12)			0	(18)			118,900	(13)			4,200	(14)			0				0				0				0				49,106	(12)			0				98,700	(13)			200	(14)
Perquisites and other personal benefits			0				0				0				10,000	(15)			0				0				0
Perquisites and other personal benefits(15)																															0				0				0				10,000				10,000				0				0				0
Tax gross-up			0				0				0				0	(16)			0				0				0				0				0				0				0				0				0				0				0
Market value of stock options vesting on termination			0				0				0				0				0				0				0				0				0				0				0				0				0				0				0
Market value of restricted stock vesting on termination			0				0				0				13,613,593	(17)			0				13,613,593	(17)			13,613,593	(17)			0				0				0				2,187,251	(19)			2,187,251	(19)			0				2,187,251	(19)			2,187,251	(19)
TOTAL			420,000				420,000				517,920				20,053,878				420,000				15,101,093				15,084,793				0				0				38,462				2,235,713				3,846,357				0				3,869,654				2,509,754

 

J. KELLEY

														Termination
														by us without
														cause or by
										Termination				the NEO with
										by us without				good reason
		Voluntary				Termination				cause or by				following a
		termination				by us for				the NEO with				change in
		by the NEO				cause				good reason				control				Retirement				Disability				Death
Payment or benefit		($)				($)				($)				($)				($)				($)				($)
Severance payments			0				0	(1)			121,223	(2)			5,761,044	(3)			0				0				0
Pension/supplemental retirement plan(4)			758,000				758,000				758,000				1,276,600				758,000				758,000				418,000	(5)
Executive compensation deferral program(6)			0				0				0				0				0				0				0
Life insurance benefits			0				0				0				4,320	(7)			0				0				250,000	(8)
Disability benefits			0				0				0				9,936	(9)			0				817,900	(10)			0
Healthcare benefits			0				0				0				62,910	(12)			0	(18)			125,700	(13)			4,200	(14)
Perquisites and other personal benefits			0				0				0				10,000	(15)			0				0				0
Tax gross-up			0				0				0				0	(16)			0				0				0
Market value of stock options vesting on termination			0				0				0				0				0				0				0
Market value of restricted stock vesting on termination			0				0				0				4,159,804	(17)			0				4,159,804	(17)			4,159,804	(17)
TOTAL			758,000				758,000				879,223				11,284,614				758,000				5,861,404				4,832,004

Payment or benefit		Voluntary termination by the NEO ($)				Termination by us for cause ($)				Termination by us without cause or by the NEO with good reason ($)				Termination by us without cause or by the NEO with good reason following a change in control (2018) ($)				Termination by us without cause or by the NEO with good reason following a change in control (2019) ($)				Retirement ($)				Disability ($)				Death ($)
Severance payments			0				0	(1)			166,480	(2)			6,486,333	(3)			1,731,389	(18)			0				0				0
Pension/supplemental retirement plan(4)			2,302,600				2,302,600				2,302,600				2,302,600				2,302,600				2,302,600				2,302,600				1,197,700	(5)
Executive compensation deferral program(6)			0				0				0				0				0				0				0				0
Life insurance benefits			0				0				0				4,320	(7)			0				0				0				250,000	(8)
Disability benefits			0				0				0				828	(9)			0				0				664,000	(10)			0
Healthcare benefits			0				0				0				63,435	(11)			38,420	(12)			0				143,800	(13)			5,000	(14)
Perquisites and other personal benefits(15)			0				0				0				10,000				10,000				0				0				0
Tax gross-up			0				0				0				0				0				0				0				0
Market value of stock options vesting on termination			0				0				0				0				0				0				0				0
Market value of restricted stock vesting on termination			0				0				0				2,522,799	(19)			2,522,799	(19)			0				2,522,799	(19)			2,522,799	(19)
TOTAL			2,302,600				2,302,600				2,469,080				11,390,315				6,605,208				2,302,600				5,633,199				3,975,499