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Table of Contents
EQUIFAX INC. - 2017 Proxy Statement5
| www.equifax.com | EQUIFAX INC | 2021Proxy Statement | 8 |
PROXY SUMMARYProxy 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 2021 Annual Meeting Information
Revenue:
$3.1 billion,
an 18% increase
from 2015 | 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; | •Time | 16.1% CAGR in net income from continuing operations;Date | Virtual Meeting Site | •9:30 a.m., Eastern Time | 17.0% CAGR in Adjusted EPS from continuing operations; and | •May 6, 2021 | 15.6% CAGR in annual dividend payments.www.virtualshareholdermeeting.com/EFX2021 |
Operating Revenue from Continuing OperationsItems for Vote | | Net Income from Continuing OperationsBoard Voting
Recommendation | | 1. | Election of 10 directors | |  | |  | | | FOR ALL NOMINEES | Adjusted EPS from Continuing Operations(1)2. | Advisory vote to approve named executive officer compensation (“say-on-pay”) | Annual Dividend PaymentsFOR | | 3. | Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for 2021 | |  | |  |
In addition, shareholders may be asked to consider any other business properly brought before the meeting or any adjournment or postponement thereof. Voting and Admission Information Voting. Holders of our common stock as of the record date, March 5, 2021, are entitled to notice of and to vote at our 2021 Annual Meeting. Each share of common stock outstanding on the record date is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on at our 2021 Annual Meeting. Even if you plan to attend our virtual 2021 Annual Meeting via live webcast, please cast your vote as soon as possible. (1)REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS: | 
Via the internet
Visit the website listed
on your proxy card | Adjusted EPS
By telephone
Call the telephone number
on your proxy card | 
By mail
Sign, date and Adjusted EBITDA margin are non-GAAP financial measures. Reconciliation toreturn your proxy
card in the corresponding GAAP financial measures can be found under “GAAP/Non-GAAP Measures” onenclosed envelope | 
Webcast
Attend the Investor Relations page of our website atwww.equifax.com.virtual Annual
Meeting and vote |
EQUIFAX INC.Admission. - 2017Equifax shareholders as of the record date are entitled to attend the 2021 Annual Meeting. To attend the virtual Annual Meeting at www.virtualshareholdermeeting.com/EFX2021, shareholders must enter the 16-digit control number found on their proxy card, voting instruction form or the notice. Please review the admission procedures in this Proxy Statement under “Questions and Answers about the Annual Meeting.”6
Links to our website included in this Proxy Statement are provided solely for convenience purposes. Content on our website is not, and shall not be deemed to be, part of this Proxy Statement or incorporated herein or into any of our other filings with the Securities and Exchange Commission (the “SEC”). | EQUIFAX INC | 2021Proxy Statement | 9 |
Total Shareholder Return
at Feb. 28, 2017
(indexed at 100 as of Sept. 30, 2005)Our Company
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 onEquifax Inc. is a global scale. Among other achievements,data, analytics and technology company. We provide information solutions for businesses, governments and consumers, and we acquiredprovide human resources business process outsourcing services for employers. Headquartered in Atlanta and integrated Veda Group Limited—the largest acquisitionsupported by more than 11,000 employees worldwide, Equifax operates or has investments in company history—positioning us for growth24 countries in North America, Central and South America, Europe and 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.region.
2020 Performance Highlights $4.1B Revenue,
an increase of 17.7%
from 2019 | $6.97 Adjusted EPS*,
an increase of 22% from 2019 | 39.0% One-year total
shareholder return | $189.5M Dividends paid to
shareholders,
consistent with
2019 levels |
| * | Adjusted EPS is a non-GAAP financial measure. Reconciliation of the Company’s non-GAAP financial measures to the corresponding GAAP financial measures can be found in Annex A to this Proxy Statement. |
Strategy The Company is well positioned forfoundation of our exceptional 2020 performance began in 2018 when we launched EFX2020, a three-year cloud technology, data and security transformation strategy to rebuild our organization from the ground up. In 2020, the last in our three-year plan, we completed the execution of each of our strategic imperatives. This cloud data and technology transformation has repositioned Equifax as a global data, analytics and technology leader with industry-leading security. With strong 2017 and beyond. We remain dedicated to the five strategic imperatives that have underpinned our successmomentum over the past decade and allowed us to globalize fundamental management disciplines and facilitate greater linkage betweenthree years of building 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 commitmentEquifax Cloud capabilities, we are pivoting to our shareholders, wenext chapter with the launch of EFX2023, our new strategic priorities that will serve as our company-wide compass through 2023. Our EFX2023 imperatives are uniquely positionedbased on our strategic shift from an era of building, investing and transforming to create unparalleled analytical insights, which will driveone of leveraging our delivery of long-term, sustainablemassive cloud investments for innovation, new products and accelerated growth. Shareholder Engagement ActionsWith our new Equifax Cloud foundation in place, we are Leveraging the Equifax Cloud for Growth through these priorities:
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.
•www.equifax.com | Board Diversity.EQUIFAX INC Our shareholders expressed general support of our corporate governance practices in our engagement discussions, and also highlighted the importance of a diverse board of directors. The Board believes that diversity of experiences, gender, ethnicity and age plays a pivotal role in constructing an effective leadership structure, and is committed to considering these factors as it contemplates future director candidates. Consistent with this belief, 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.| 2021 | | Proxy Statement | | • | 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 in the proxy statement. Our new proxy access bylaw provision enables a shareholder or group of up to 20 shareholders who have held 3% of our stock for 3 years to nominate up to 20% of the Board. | | | • | Double-Trigger Change-in-Control Provisions.Following discussions with shareholders and a review of our long-term incentive program, beginning 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. | | | • | 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 by the Company with corporate funds.10 |
EQUIFAX INC. - 2017 Proxy Statement7
Our business strategy is described in more detail in our 2020 Annual Report on Form 10-K filed with the SEC on February 25, 2021. Our 2020 progress against our goals and the link to our 2020 compensation program is described under “Executive Compensation—Compensation Discussion & Analysis—Executive Summary” beginning on page 36. Our Purpose, Vision and Values Our work is guided by our purpose, our vision and our shared values. Our purpose is helping people live their financial best. Our vision is to be the trusted global leader in data, advanced analytics, and technology that creates innovative solutions and insights that help customers drive growth and move people forward. Our new and refreshed values were rolled out in 2020 under the leadership of our CEO, working in collaboration with our senior leadership team. They define who we are and how we will act to fully realize and sustain our business strategy. They are a step forward to further align our behaviors and expectations with where our business is now—and where we are going. They are: 
| EQUIFAX INC | 2021Proxy Statement | 11 |
Governance HighlightsBoard Leadership and Composition
Board Leadership Structure | • | Our independent Board structure includes separate positions for our Chairman and CEO | | • | Mark Feidler serves as Independent Chairman of the Board and Mark Begor serves as our CEO |
Board Composition and Refreshment 
Shareholder Engagement 47% conducted investor outreach meetings with shareholders representing 47% of our shares | | • Following our 2020 Annual Meeting, members of management, together with our Independent Chairman for certain conversations, conducted investor outreach meetings with shareholders representing approximately 47% of our shares • During these one-on-one meetings, we discussed a number of business and governance-related topics, including human capital management, board refreshment and skill sets, our response to the COVID-19 pandemic, executive compensation, and environmental, social and governance initiatives (see page 22 for an overview of our shareholder engagement program) • In particular, investors provided constructive feedback regarding our 2020 executive compensation program (see page 39 for a discussion of our shareholder engagement in the context of our compensation program) |
| www.equifax.com | EQUIFAX INC | 2021Proxy Statement | 12 |
Our Director Nominees Our Board recommends that you vote FOR each of the director nominees named below for terms that expire at the 2021 Annual Meeting. The following table provides summary information about each nominee, and you can find additional information under “Proposal 1, Election of Director Nominees” on page 17. 
| EQUIFAX INC | 2021Proxy Statement | 13 |
CORPORATE GOVERNANCE HIGHLIGHTS | Independent Board | | • 10 9 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-qualifiedhighly- qualified and diverse director candidates to replace threeindependenttaking into account scheduled retirements | |  | • Since 2017, the Board has appointed five new independent directors who are scheduled to retirewith expertise and skill sets in 2017executive leadership, corporate strategy, cybersecurity, technology, data and 2018.analytics, risk management and corporate governance, while also enhancing the gender and racial diversity of the Board • In 2016, pursuant The Board periodically engages an independent consultant to this succession plan, thefacilitate its annual Board elected two new independent directors—Ms. ElaneStock and Mr. Thomas Hough—reflecting diversity of gender, skills, experience and background. TheGovernancecommittee self-evaluation process • The Governance Committee will continue its ongoing succession planning in 20172021 to identify an additionalqualifiedadditional highly-qualified and diverse director candidate.candidates • Upon election of the Board’s nominees at the 2021 Annual Meeting, the average non-management directortenuredirector tenure will be 8.8 years.5.1 years | | Board Diversity | | • 30% of our director nominees are women and 10% of our director nominees are racially or ethnically diverse | Independent PresidingBoard ChairmanDirector | | • Our independent directors elect our Presiding Director. In May 2016, We have separated the roles of CEO and Chairman, with Mark L. Feidler was elected to serveas Presiding Director in the place of L. Phillip Humann. • Our Presiding Director has broad powers including:
– advising theserving as Independent 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 | 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 Lowered outside board limit in 2021, so outside directors are limited to service on fourthree other public company boards andboards; 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 StockOwnership | | • 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 • Our CEO and our other senior executive officers are required to own Equifax common stock with a market value of at least six and three times their base salary, respectively, within five years of assuming their respective positions | Stock HedgingRigorous Trading Policy andPledging PoliciesProtocols | | • We have implemented risk escalation processes to support rapid escalation and internal notification of potentially significant events, such as a potential security incident, including the impact of such events on our decision of whether to halt trading under our insider trading policy – We also broadened the group of employees subject to pre-clearance to include employees below the senior leadership team level – These refinements made to our trading policy and risk escalation notification procedures are designed to ensure that those with decision-making authority on trading restrictions and pre-clearance requests have notice of any potential security incident • Our insider trading policy barsprohibits our directors, officers and employees from owning financial instruments orparticipatingor participating in investment strategies that hedge the economic risk of owning Equifax stock.stock • We prohibit executivedirectors, officers and directorsother employees from pledging Equifax securities as collateral for loans(includingloans (including margin loans). • Our insider trading policy prohibits our CEO and other senior executives from purchasing or selling Equifax securities except pursuant to a Rule 10b5-1 trading plan | Proxy Access Bylaws 
| | • In early 2017, our Board adopted Our Bylaws include 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.” statement | | No “Poison Pill” | | • We do not have a stockholder rights plan, or “poison pill” planpill,” in place.place | Enterprise RiskBoard Oversight of PoliticalManagementContributions and LobbyingActivities | | • 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 Our Governance Committee has oversight authority pursuantto this new policy.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 fundsonfunds on our corporate website.website • Our political engagement policy specifically addresses lobbying activities and our Governance Committee’s oversight of such activities |
EQUIFAX INC. - 2017 Proxy Statement8
| www.equifax.com | EQUIFAX INC | 2021Proxy Statement | 14 |
What am I voting on and what are the Board’s voting recommendations?Compensation Program Highlights
Executive Compensation Philosophy | • | | | | Board Voting | | Page ReferenceThe Compensation Committee is responsible for the Company’s executive compensation policies and plans. | Agenda Item• | | | | Recommendation | | (for more detail)The Committee works to ensure that incentives are performance-based and aligned with shareholders’ interests, while guarding against metrics or goals that create inappropriate or excessive risk reasonably likely to have an adverse effect on the Company. | Proposal 1 • | | Election of 11 Director Nominees | | FOR EACH NOMINEE | | 12 | Proposal 2 | | Advisory VoteThe Committee has designed and regularly reviews our compensation program to Approve Named Executive Officer Compensation | | FOR | | 23 | Proposal 3 | | Advisory Vote on Frequency of Future Say-on-Pay Votes | | ANNUAL VOTE | | 58 | Proposal 4 | | Ratification 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 | | 61ensure we are providing competitive pay opportunities to attract and retain executive talent. |
Proposal 1 — Election of 11 Director Nominees2020 Compensation Decisions
The Board is asking you to electFor the 11 nominees for director named below for terms that expire at2020 fiscal year, the 2018 annual meeting. The directors will be electedCommittee thoughtfully evaluated the compensation program structure in light of the challenges raised by a majority vote. This year’s Board nominees include two new directors—Ms. Elane Stock, retired Group President, Kimberly-Clark International,the COVID-19 pandemic, the ongoing evolution of our transformational business strategy and Mr. Thomas Hough, retired Americas Vice Chair, Ernst & Young LLP. These additionsshareholder feedback, when making decisions regarding the program. After evaluation, the Compensation Committee took certain actions with respect to our Board reflect our ongoing board refreshment strategyshort- and long-term incentive programs for 2020, as summarized below and described in further strengthen and diversify the skills and experiences the Board will rely on to lead the Company toward future growth. The following table provides summary information about each nominee, and you can find additional informationdetail under “Proposal 1,“ElectionAnalysis of 11 Director Nominees2020 Compensation Decisions” beginning on page 12.42:
NameRetained Cybersecurity Metricin Annual Incentive Plan
(see page 45) | • For the 2020 Annual Incentive Plan, the Committee retained a cybersecurity performance measure as one of the metrics to evaluate performance of all employees, including our NEOs • Achievement of the cybersecurity metric cannot increase the executive’s compensation, but failure to meet it will decrease the award | Added COVID-19 Objective underAnnual Incentive Plan
(see page 45) | • In the second quarter of 2020, the Committee made an adjustment to require all AIP-eligible employees, including all of our NEOs, to add a new individual objective designed to meet the unique business challenges presented by the COVID-19 pandemic • This new, COVID-specific objective was incorporated as an addition to the non-financial goals that comprise 20% of the overall AIP opportunity • The Committee determined that, other than the addition of a COVID-specific objective as described above, no structural changes or adjustments to the metrics or goals of the program were necessary after evaluating the potential impacts of the COVID-19 pandemic, as the current program appropriately aligns pay and performance | Reduced Target Values whileRetaining Premium-Priced Optionsin Long-Term Incentive Plan
(see pages 49-51) | • For the 2020 Long-Term Incentive Plan, the Committee: – significantly reduced target values for the long-term incentives as compared to the enhanced LTI opportunities provided in 2019 – reverted to the general structure of the 2018 LTI program while retaining premium-priced options in lieu of traditional market-priced stock options, with exercise prices set at 110% and 120% of the fair market value of the stock |
Compensation Best Practices  Independent Compensation Committee advised by independent compensation consultant
Strong emphasis on performance-based compensation, with 68% of the CEO’s total target pay performance-based and 86% of the CEO’s total target pay considered “at-risk” For our CEO, 84% of his variable, at-risk pay is comprised of long-term incentives; for our other NEOs, 70% of their variable, at-risk pay is comprised of long-term incentives Capped annual and long-term performance-based awards Adopted change in control severance plan for executive officers, which eliminated excise tax gross-ups and reduced payments in connection with a change in control Double-trigger change in control cash severance benefits and vesting of equity awards | | Age | | Occupation | | Independent | | Board Committees | Robert D. Daleo | | 67 | | Retired Vice Chairman No income tax gross-ups other than for certain relocation or foreign tax expenses Enhanced compensation clawback policy with financial and reputational harm standard, including in supervisory capacity Meaningful share ownership requirements for senior officers Anti-hedging and -pledging policy for directors, officers and other employees Implemented policy prohibiting CEO and other senior executives from purchasing or selling Equifax securities except pursuant to a Rule 10b5-1 trading plan No re-pricing 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 | G. Thomas Hough | | 62 | | Retired Americas Vice Chair of Ernst & Young LLP | | | | Audit
Technology | L. Phillip Humann | | 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 S. Marshall | | 68 | | Retired Senior Vice President, General Counsel, Secretary and Chief Governance and Compliance Officer of General Mills, Inc. | | | | Compensation
Executive
Governance (Chair) | John A. McKinley | | 59 | | Chief Executive Officer of SaferAging, Inc. and Co-Founder of Launchbox Digital | | | | Audit
Executive
Technology (Chair) | Richard F. Smith | | 57 | | Chairman and Chief Executive Officer of Equifax Inc. | | | | None | Elane B. Stock | | 52 | | Retired Group President of Kimberly-Clark International | | | | Technology | Mark B. Templeton | | 64 | | Retired Chief Executive Officer, President and Director of Citrix Systems, Inc. | | | | Compensation
Technologyunderwater stock options |
 | = Presiding Director15 |
EQUIFAX INC. - 2017 Proxy Statement9
Board Expertise and SkillsESG @ Equifax
We believe that focusing on environmental, social and governance (“ESG”) priorities will better position our Company for long-term sustainability and, in turn, build shareholder value. Our Board is comprisedinvestors have encouraged us to prioritize ESG initiatives and disclosure and, in 2020, we made significant progress with respect to our ESG disclosures by organizing our ESG priorities in a new section of experienced leaders with the right skills and business experience to provide sound judgment, critical viewpoints and guidance in an evolving environment. The following chart represents someour corporate website that includes a detailed discussion of each priority. Each of the key skills thattopics addressed on the website reflects an important area of focus for our Board has identified as particularly valuableCompany. Disclosure of all of our ESG priorities and related initiatives can be found on our website at www.equifax.com/about-equifax/environmental-social-governance. We will continue to update shareholders and other stakeholders on our ESG initiatives through regular updates to the effective oversight of the Company and the executionwebsite. 
Below are highlights on our progress with respect to four of our strategy. You can find additional information under “Board Skills Matrix” on page 16 that highlights the depth and breadth of skills on the Board. 
PROPOSAL 2 — Advisory Vote to Approve Named Executive Officer Compensation
The Board is asking you to approve, on an advisory basis, the compensation of our CEO, CFO and the three other most highly compensated executive officers calculated in accordance with SEC rules and regulations (collectively, the named executive officers or NEOs) as disclosed in this Proxy Statement.
2016 Compensation Program OverviewESG priorities:
Compensation Element
Consumer
Impact | | LinkOne leading example of embedding ESG within our business is the positive role our Company plays in the lives of consumers, which aligns with our purpose of “helping people live their financial best.” According to Performance | | Purpose | Base Salary | | Fixed Compensation | | Provides sufficiently competitive paythe Consumer Financial Protection Bureau, approximately 45 million Americans operate outside the formal financial system and do not have credit records that can be scored to attractenable access to lower cost loans. Our unique and retain experienced andsuccessful executivesdifferentiated data assets—such as utility and phone payments in our exclusively managed data—reach approximately 30 million people who do not have traditional credit files. We help bring these Americans into the formal credit system, increase their access to credit and lower their credit costs. | Annual Incentive Plan
• Variable Cash Award
Our People | | Performance Metrics:
• Operating Revenue
• Adjusted EPS
| | EncouragesEquifax is committed to inclusion and rewards valuablecontributionsdiversity. The slate of nominees for election at our 2021 Annual Meeting includes three female directors, one of whom is racially diverse. In response to discussions with many of our annual financial andoperational performance objectivesinvestors, this proxy statement includes new disclosures regarding the racial and ethnic composition of our Board. At the executive management level, all eight individuals who have been added to the senior leadership team since 2019 are diverse in terms of gender, race or ethnicity. Notably, three of our four business unit leaders are diverse. Among other initiatives within our Company, we have accelerated the focus on our employee affinity networks, including our Black Organization for Leveraging Differences (BOLD), launched in 2020, and our Equifax Pride Network. We have implemented unconscious bias training for all leaders and imposed a new requirement that a diverse slate of candidates must be considered for higher level management roles. In 2020, our CEO hosted a global town hall attended by more than 3,200 employees in order to promote an ongoing dialogue about race. See “Human Capital Management” on pages 28-29 of this Proxy Statement for more information about our employee-focused initiatives. | Long-Term Incentive (LTI)
•Performance Shares
•Time-Based Restricted Stock Units (RSUs)Environment
and Energy
| We are responding in new ways to increased investor requests regarding environmental impact and greenhouse gas emissions disclosure. Since 2018, we have invested an incremental $1.5 billion in transformational cloud technology. Through this bold strategic investment, we are moving our technology infrastructure and data assets to the cloud, which will have a positive environmental impact by leveraging the environmental efficiency of our cloud service provider to reduce our impact on greenhouse gas emissions. During 2020, we decommissioned six data centers, over 6,800 legacy assets and 1,098 legacy applications. In addition to the initiatives already shared on our website, we have committed to disclosing our corporate greenhouse gas emissions by the end of 2021 and look forward to sharing our strategies to continue to reduce our environmental impact. | Performance Metric:
• Relative TSR
Security | | RetainsWe have discussed security issues with our investors for several years because it is a significant business priority and we are committed to being an industry leader. Our corporate culture prioritizes security and we have enhanced our security controls and completed rigorous certifications of our security program. We believe in transparency and sharing with our partners, customers and competitors around security. The information shared in the new ESG section of our website describes the pillars of our security program, which are culture, controls, compliance and customers. We expanded our commitment to share our learnings with our customers and peers, and in 2020, hosted Equifax’s inaugural Customer Security Summit, detailing our progress on our security transformation and discussing our advancements in supply chain security with teams that conduct third party audits on Equifax. Among other external recognition, we were named a 2020 CSO50 award winner for our security transformation, in recognition of our thought leadership in security as judged by security executives, industry experts and drives stockperformance for shareholdersacademics. |
Compensation Best Practices
What We Do
Strong emphasis on performance-based compensation.
Double-trigger change-in-control cash severance benefits.www.equifax.com
 Beginning in 2017, equity awards to our NEOs include a double-trigger change-in-control provision.
Mix of short-term and long-term incentives and performance metrics.
Capped annual and long-term incentive awards.
Meaningful share ownership requirements for senior officers.
| EQUIFAX INC | 2021Proxy Statement | Rigorous executive compensation clawback policy.
Anti-hedging and -pledging policy for officers and directors.
Independent Compensation Committee advised by independent compensation consultant.
No re-pricing of underwater stock options.
No tax gross-ups for perquisites or new change-in-control agreements.
16 |
EQUIFAX INC. - 2017 Proxy Statement10
PROPOSAL 3 —Advisory Vote on Frequency of Future Say-on-Pay Votes
The Board recommends ANNUAL frequency for future say-on-pay votes.
PROPOSAL 4 — | Ratification of Appointment of Ernst & Young LLP as Independent Registered Public AccountingFirm for 2017 |
The Board is asking you to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017.
PROPOSAL 5 — Shareholder Proposal Regarding Political Contributions Disclosure
The Board recommends a vote AGAINST this shareholder proposal.
The Company has made an extremely limited number of political contributions in amounts that are not financially material. Aggregate political contributions made directly by the Company with corporate funds totaled approximately $1,500, $2,000 and $10,250 in 2016, 2015 and 2014, respectively. In addition, the Company is transparent and accountable regarding its political contributions. A description of the Company’s oversight of political engagement, including several governance enhancements that the Board has implemented since the last annual meeting, is set forth under “Board’s Statement Opposing Proposal 5” on page 61.
EQUIFAX INC. - 2017 Proxy Statement11
PROPOSALS TO BE VOTED ONProposal 1 Election of Director Nominees
PROPOSAL 1 | | Election of 11 Director Nominees |
All members of our Board are elected to serve until the next annual meeting of shareholders and until their successors have been elected and qualified. The 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 two new directors, Ms. Elane Stock and Mr. Thomas Hough. 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 nominee2020. All of the director nominees then serving attended the 2016 annual meeting of shareholders and was re-elected at such meeting.2020 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, ethnicitygender, age, race and gender.ethnicity. As more fully discussed below under “Director Membership Criteria and Nomination Processes,” on page 20, 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 biographicalBiographical information for each of the nominees.nominees is set forth below beginning on page 18. THE BOARD RECOMMENDS A VOTE “FOR” “FOR” THE ELECTION OF EACH NOMINEE LISTED BELOW.OF OUR DIRECTOR NOMINEES. Process for Identifying Director Nominees Director Membership Criteria When the need to fill a new Board seat or vacancy arises, the Governance Committee proceeds in the manner it deems appropriate to identify a qualified candidate or candidates. Candidates may be identified through the engagement of an outside search firm, recommendations from independent directors, the Chairman of the Board, management or other advisors to the Company, and recommendations by shareholders. The Governance Committee Chair and Chairman of the Board are provided with copies of the resumes for any potential candidates so identified and review them as appropriate with the Governance Committee, our CEO and the full Board. Our Governance Committee determines the selection criteria and qualifications for director nominees. As set forth in our Governance Guidelines, these criteria include, among other things, a director candidate’s integrity and ethical standards, independence from management, the ability to provide sound and informed judgment, a history of achievement that reflects superior standards and willingness to commit sufficient time. Cybersecurity is one of the skills that the Governance Committee specifically considers in its assessment of Board membership criteria. With respect to the last three additions to the Board, the Governance Committee was also very focused on expertise in corporate strategy development, risk management, data and analytics, information technology and corporate governance. The Governance Committee and the Board also consider whether the candidate is independent under the standards described under “Director NomineesIndependence” on page 26 and whether the candidate is financially literate. Although the Committee does not have a formal diversity policy for Board membership, it considers whether a director nominee contributes or will contribute to the Board in a way that can enhance the perspective and experience of the Board as a whole through, among other things, diversity in gender, age, race, ethnicity and professional experience. When current Board members are considered for nomination for re-election, the Committee also takes into consideration their prior Board contributions, performance and meeting attendance records. The effectiveness of the Board’s skills, expertise and background, including its diversity, is also considered as part of the Board’s annual self-assessment. Directors are limited to service on three other public company boards, not including our Board. Audit Committee members may not serve on the audit committee of more than three public companies absent a Board determination that such service will not impair the ability of such member to serve effectively on the Company’s Audit Committee. In addition, when our CEO is a member of our Board, he or she may not serve on more than two other public company boards. See “Questions and Answers about the Annual Meeting” beginning on page 83 for information on the procedures for shareholders to recommend director nominees for consideration by the Governance Committee. ROBERT D. DALEOEQUIFAX INC | 2021Proxy Statement | | |  | Director since 2006
Age 67
Independent
Audit Committee (Chair)
Compensation Committee
Executive Committee | | Retired Vice Chairman of Thomson Reuters, a global provider of integrated information solutions to business and professional customers. Mr. Daleo was Executive Vice President and Chief Financial Officer of Thomson Reuters or its predecessors from 1997 through 2011, Vice Chairman from 2011 until his retirement in December 2012, and a member of The Thomson Corporation board of directors from 2001 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.
| Overview of Board Qualifications
Mr. Daleo has developed extensive financial accounting and corporate finance expertise through his experience as chief financial officer of a large multinational company. The Board values his leadership 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.
17 |
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.
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EQUIFAX INC. - 2017 Proxy Statement12
Board Skills Matrix The Board skills matrix below represents some of the key skills that our Board has identified as particularly valuable to the effective oversight of the Company and the execution of our strategy. This matrix highlights the depth and breadth of the skills of our directors standing for election. MARK L. FEIDLERExperience, Expertise
or Attribute | Begor | Feidler | Hough | Marcus | McGregor | McKinley | Selander | Smith | Tillman | Wilson | | Accounting | | ● | ● | ● | | | | ● | | |  | ● | ● | | ● | | | ● | | | ● | | Corporate Governance | | ● | ● | ● | ● | | ● | | ● | | | Cybersecurity | | | | | ● | ● | | | ● | | | Data & Analytics | | | | | ● | ● | | | | ● | | Equifax Industry Knowledge | ● | ● | | ● | | ● | ● | | | ● | | Executive Leadership & Business Operations | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | CEO Experience | ● | | | ● | ● | ● | ● | ● | | | | CFO Experience | ● | | | ● | | | | ● | | | | International Business | ● | ● | ● | | ● | ● | ● | ● | ● | ● | | Legal/Regulatory | | ● | | ● | | | | | ● | | | Mergers & Acquisitions | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Risk Management | ● | ● | ● | ● | ● | ● | ● | | ● | ● | | Strategy Development | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Technology | | | | | ● | ● | | ● | | ● |
| Mark W. Begor | Chief Executive Officer | 
Director since 2007
2018 Age 60
62 | Mr. Begor has served as our Chief Executive Officer and as a director since April 2018. Prior to joining Equifax, Mr. Begor was a Managing Director in the Industrial and Business Services group at Warburg Pincus, a global private equity investment firm, since June 2016. Prior to Warburg Pincus, Mr. Begor spent 35 years at General Electric Company (“GE”), a global industrial and financial services company, in a variety of operating and financial roles. During his career at GE, Mr. Begor served in a variety of roles leading multibillion dollar units of the company, including President and CEO of GE Energy Management from 2014 to 2016, President and CEO of GE Capital Real Estate from 2011 to 2014, and President and CEO of GE Capital Retail Finance (Synchrony Financial) from 2002 to 2011. Mr. Begor served on the Fair Isaac Corporation (FICO) board of directors from 2016 to 2018. Other Public Directorships ● NCR Corporation (Lead Independent Director) | Overview of Board Qualifications The Board believes that it is important to have the Company’s Chief Executive Officer also serve as a director. The Board values Mr. Begor’s broad depth of leadership experience, including 35 years at General Electric, and his proven track record of growing and strengthening businesses. |
| www.equifax.com | EQUIFAX INC | 2021Proxy Statement | 18 |
| Mark L. Feidler | Independent Chairman of the Board | 
Director since 2007 Age 64 Presiding Director
Executive CommitteeINDEPENDENT
Committees: ● Governance ● Compensation (Chair)
Technology 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 resourceresources for our Board. |
G. THOMAS HOUGH | Thomas Hough | |  | 
Director since 2016
Age 62
Independent66 INDEPENDENT Committees: ●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 ● Federated Hermes Fund Family • ●Publix Super Markets, Haverty Furniture Companies, Inc.
• Federated Fund Family
| 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 1992
2013 Age 71
Independent55 INDEPENDENT Committees: ●Compensation Committee
(Chair)
Executive Committee
Governance Committee ● Governance | | 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. |
SIRI S. MARSHALLEQUIFAX INC | 2021Proxy Statement | 19 |
| Scott A. McGregor | |  | 
Director since 2006
2017 Age 68
Independent64 INDEPENDENT Governance Committee (Chair)
Compensation Committee
Executive CommitteeCommittees:
● Audit ● Technology | | Retired Senior ViceFormer President, General Counsel, SecretaryChief 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 Governance and ComplianceExecutive Officer of General Mills, Inc., a global diversified foods maker and distributor, where she served in that positionthe Philips Semiconductors division of Royal Philips Electronics. Prior thereto, Mr. McGregor was head of Philips Semiconductors’ Emerging Business unit 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 Alphatec Holdings, Inc., provider of spinal fusion technologies, BioHorizons, Inc., a dental implant and biologics company, and 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.
1998. Other Public Directorships ● Applied Materials, Inc. • ●Ameriprise Financial, Luminar Technologies, Inc.
| Overview of Board Qualifications Ms. Marshall’sMr. McGregor has extensive executive management, cybersecurity, information technology and risk management experience gained in over 13ten years as President and Chief Executive Officer of executiveBroadcom and in senior positions at Royal Philips Electronics. This experience at General Mills provides a valuable perspectiveis particularly important to us as we seek to leverage our cloud data and technology transformation for growth and maintain our intense focus 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.data security.
|
JOHNJohn A. MCKINLEY | McKinley | |  | 
Director since 2008
Age 59
Independent63 INDEPENDENT Committees: ● Audit ●Technology Committee (Chair)
Audit Committee
Executive Committee | | Chief Executive OfficerFounder of SaferAging, Inc.,Great Falls Ventures, a senior care service providerventure capital firm based in Washington, D.C., and Co-founder of LaunchBox Digital, a venture capital firm in Washington, D.C. Mr. McKinleysince April 2007. He was Chief Technology Officer of News Corporation from July 2010 to September 2012. He was President, AOL Technologies and Chief Technology Officer from 2003 to 2005 and President, AOL Digital Services from 2004 to 2006. Prior thereto, he served as Executive President, Head of Global Technology and Services and Chief Technology Officer for Merrill Lynch & Co., Inc., from 1998 to 2003; Chief Information and Technology Officer for GE Capital Corporation from 1995 to 1998; and Partner, Financial Services Technology Practice, for Ernst & Young International from 1982 to 1995. | Overview of Board Qualifications The Board highly values Mr. McKinley’s extensive background in managing complex global technology operations as chief technology officer at a number of leading global companies. This experience is particularly important as we seek to leverage our cloud data and technology transformation to accelerate innovation and new products. These skills are also highly relevant to the Board’s oversight of risks and opportunities in our technology operations, including data and cybersecurity, risk management and capital investments. The Board also values his technology and industry experience gained from his twelve years as a partner in Ernst & Young’s financial services technology practice, as well as his entrepreneurial insights. |
EQUIFAX INC. - 2017 Proxy Statement14| Robert W. Selander | | 
Director since 2018 Age 70 INDEPENDENT Committees: ● Compensation ● Technology | Former President and Chief Executive Officer of Mastercard Incorporated and Mastercard International from 1997 to 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 Officer. Prior to Mastercard, he spent 20 years with Citicorp/Citibank, N.A., where he held several leadership positions including managing parts of Citibank’s Consumer Financial Services business in the United States, Brazil, Puerto Rico and the United Kingdom. Other Public Directorships ● HealthEquity, Inc. (Independent Chairman) | Overview of Board Qualifications Mr. Selander has extensive global business, leadership and 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. Selander also has substantial board of director experience having served as a director of Mastercard Incorporated, Mastercard International, the Hartford Financial Services Group, Inc., The Western Union Company and HealthEquity, Inc. |
| www.equifax.com | EQUIFAX INC | 2021Proxy Statement | 20 |
RICHARD F. SMITH | Melissa D. Smith | |  | 
Director since 2005
2020 Age 57
Chairman52 INDEPENDENT Committees: ● Governance | | ChairmanChair and Chief Executive Officer of Equifax since September 2005. Mr.WEX Inc., a global payment processing and information services provider. Ms. Smith was Chief Operating Officer of GE Insurance Solutions from 2004 to August 2005; President andhas served as Chief Executive Officer since 2014 and Board Chair since 2019. She joined WEX in 1997 and held several senior leadership positions across different aspects of GE Property and Casualty Reinsurance from 2003the business prior to 2004; President andher appointment as Chief Executive Officer, including serving as Chief Financial Officer for ten years. Before joining WEX, Ms. Smith held the role of GE Property 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. | Overview of Board Qualifications
As Chairman and CEO, Mr. Smith leads our senior management team and brings to the Board extensive knowledge of the 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 careerauditor at General Electric Co. in global leadership positions in insurance, asset management and financing.
|
ELANE B. STOCK | | |  | Director since 2017
Age 52
Independent
Technology Committee
| | Retired 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 Group 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 McKinseyErnst & Company.
Young LLP. Other Public Directorships • ●YUM! Brands, WEX Inc.
| Overview of Board Qualifications The Board believes Ms. Stock brings extensive strategy, diversified operationsSmith’s strategic vision and multi-nationalbroad-based executive leadership experience in leading global consumerthe financial technology solutions industry will benefit Equifax as we continue investing in our cloud technology transformation to drive new product innovation and B2B businesses. Her expertisegrowth. Ms. Smith also brings a history of involvement in branding, marketing, sales, strategic planningextensive nonprofit work, including serving as a trustee of Maine Health and international business development is particularly important as Equifax develops and markets new products and servicesa former board member for consumers and businesses across the world.Center for Grieving Children. |
MARK B. TEMPLETON | | Audrey Boone Tillman |  | 
Director since 2008
2021 Age 64
Independent56 Compensation Committee
Technology Committee
INDEPENDENT | | Retired Chief Executive Officer,Vice President and DirectorGeneral Counsel of Citrix Systems,Aflac Incorporated, the largest U.S. provider of supplemental insurance, since 2014. Ms. Tillman joined Aflac in 1996 and has held positions of increasing significance, including serving as Senior Vice President of Human Resources. Prior to joining Aflac, she was an associate with Smith, Helms, Mulliss and Moore and an associate professor at the North Carolina Central University School of Law. Ms. Tillman has received numerous awards and accolades during her career. Most recently, she was named to Black Enterprise magazine’s Most Powerful Women in Business list for the third consecutive year and Women’s Inc., a global software development firm. He served as Chief Executive Officer’s Top Corporate Counsel list in 2019. In 2020, she was awarded the Meritorious Public Service Medal by the Department of Citrix Systems, Inc. from 1999 to 2015.
Other Public Directorships
• Keysight Technologies, Inc.
the United States Army. | Overview of Board Qualifications Ms. Tillman has a broad legal and business background, involvement in business strategy and operations, as well as a depth of experience in human resources, compliance and government relations. The Board believes she is a strong business leader who brings deep knowledge in corporate governance, gained over decades of significant experience in the legal and human resources fields. Ms. Tillman is also involved in many local initiatives to improve the community in and around the Columbus, Georgia area. |
| Heather H. Wilson | | 
Director since 2019 Age 49 INDEPENDENT Committees: ● Audit ● Technology | Former Chief Data Scientist of L Brands, Inc., an American fashion retailer. She served in that position from 2016 to 2020. From 2012 to 2016, Ms. Wilson served as chief data officer at American International Group, Inc. (AIG). From 2010 to 2012, she was chief data officer of Citigroup and Global Head of Decision Sciences. Prior thereto, Ms. Wilson was global head of innovation and advanced technology at Kaiser Permanente from 2007 to 2010. | 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 seek to leverage our cloud data and technology transformation to 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. - 2017 Proxy Statement15
| EQUIFAX INC | 2021Proxy Statement | 21 |
Board Skills MatrixLeadership & Corporate Governance 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 skills on the Board.
Experience, Expertise or
Attribute | Daleo | Driver | Feidler | Hough | Humann | Marcus | Marshall | McKinley | Smith | Stock | Templeton | General Management &
Business Operations | | | | | | | | | | | | CEO Experience | | | | | | | | | | | | CFO Experience | | | | | | | | | | | | CTO Experience | | | | | | | | | | | | EFX Industry Knowledge | | | | | | | | | | | | Technology | | | | | | | | | | | | 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 Overview
Our Board of Directors and management team are committed to achieving and maintaining high standards of corporate governance, ethics and integrity. We conduct our business in a manner that is socially responsible, value-based and in compliance with the law. We periodically review our governance policies and practices against evolving standards and make changes as appropriate. We also value the perspectives of our shareholders and other stakeholders, including our employees and the communities in which we operate, 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 “Governance Highlights” on page 8 for a summary of our key governance practices, including a description of our new proxy access bylaw provision and recent enhancements to our oversight of political engagement activities.operate.
The following sections summarize our corporate governance policies and practices including our Board leadership structure, our criteria for director selection and the responsibilities and activities of our Board and its committees. Our corporate governance documents, including the Board’s Mission Statement and Guidelines on Significantour Corporate Governance Issues (the “GovernanceGuidelines (“Governance Guidelines”), our Board committee charters and our codesCode of ethicsEthics and business conductBusiness Conduct applicable to our directors, officers and employees, are available atwww.equifax.com/about-equifax/corporate-governance, or in print upon request to Equifax Inc., Attn: Office of Corporate Secretary, P.O. Box 4081, Atlanta, Georgia 30302, telephone (404) 885-8000. 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 provisionsintegrity. See “Corporate Governance Highlights” on page 14 for a summary of our codes or amendments applicable to any Board member or executive officer in 2016.key governance practices. EQUIFAX INC. - 2017Shareholder Engagement
Investor engagement over the last several years has prompted review of and changes to our governance practices, and our Board remains committed to continuous improvement. Those conversations provided valuable insight that has informed the Board’s decision-making on several of the improvements to our corporate governance and compensation programs described in this Proxy Statement16Statement.  Since May 2020 We directly contacted
investors representing
73%
of our shares We met with
investors representing 47%
of our shares | |  How we engaged with investors
• We engaged with our investors through one-on-one meetings during the off season (September 2020 to February 2021) • Our Independent Chairman joined for certain conversations • We regularly report our investors’ views to our Board of Directors and relevant Board Committees  Topics discussed with our investors
• Investors described their priorities and provided constructive feedback on many topics, including: – Board refreshment and the skill sets we prioritize in director candidates – Importance of diversity from a Board and workforce perspective – Our response to the COVID-19 pandemic – Executive compensation (see page 39 for further details) • Investors also expressed support for the presentation of our ESG priorities on our new website and the progress made regarding ESG initiatives, while also highlighting opportunities for enhanced disclosure and providing input regarding our ESG strategy |
| www.equifax.com | EQUIFAX INC | 2021Proxy Statement | 22 |
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, in the third quarter of 2017, the Board determined to adjust its leadership structure to separate the roles of Chairman and CEO. Mark Feidler, who had previously served as a leader for the independent directors in his role as Presiding Director, was elected to the role of Independent Chairman. In selecting Mr. Feidler to serve as Independent Chairman, the then-serving independent directors considered, among other things, his effective leadership when serving in the role of Presiding Director and his ability to commit sufficient time to the additional workload and increased meeting attendance as important qualifications. The Board has determined that having separate Chairman and CEO roles is in the best interest of the Company and its shareholders at this time. This structure provides for direct independent oversight of management and clearly delineates the role of the Board as a source of insight and oversight for management. The Board believes 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. The leadership structure of our Board of Directors includes:affairs at this time. | | | | |  | •INDEPENDENT CHAIRMAN OF THE BOARD
Mark Feidler | Combined | | The role and responsibilities of Independent Chairman include: • Calling 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 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 Advising 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
| • | Consistently Interact with Management. Senior leaders of the Company present regularly to our directors to enable the Board to hear directly from the leaders that have responsibility for, and can provide additional insight into, particular areas that are being discussed. |
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 | 2021Proxy Statement | • | Retain Independent Advisors. Directors are authorized to hire outside consultants, experts and advisors at the Company’s expense. In particular, the Compensation Committee utilizes an independent national executive compensation consulting firm to provide advice with respect to compensation for our NEOs and other officers.23 |
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Board Evaluation Process for 2020-2021 The Board periodically engages an outside consultant to facilitate its annual Board and committee self-evaluation process, as it did most recently in connection with the 2017-2018 review cycle. This year, based upon the recommendation of the Governance Committee, the Board determined it was appropriate to implement the standard process for the 2020-2021 evaluation process. Under the standard process, each director completed written Board and committee evaluation questionnaires. The questionnaire responses were then aggregated by the Office of Corporate Secretary without individual attribution and reviewed by the Independent Chairman as well as the committee chairs. The Independent Chairman then participated in one-on-one discussions with each of the other directors, during which they discussed the response summaries. The Independent Chairman reviewed the evaluation results with the full Board of Directors in February 2021. Following review, the Board and its committees identified various opportunities to strengthen the effectiveness of the Board’s practices, structures, competencies and communications. For example, in response to feedback discussed as part of the overall evaluation process, the Governance Committee made a change to the Board of Directors self-evaluation questionnaire to provide an additional, formal channel for the full Board to suggest topics for future Board-level education programming. Committees of the Board of Directors The Board has 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 2016,2020, the full Board held sixeight meetings and the standing committees held a total of 19 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(1) | | |  | | | | Scott A. McGregor | |  | | | | | John A. McKinley | |  | | |  | | Robert W. Selander | | | | | | | Melissa D. Smith | | | | | | | Audrey Boone Tillman(2) | | | | | | | Heather H. Wilson | | | | | | | Meetings held in 2020 | | 5 | 4 | 6 | 4 |
 | = Presiding DirectorIndependent Chairman |   | = Audit Committee Financial Expert | | = Committee Chair |
| (1) | Ms. Marshall will serve on the committees indicated through the 2021 Annual Meeting, but is not standing for re-election. | | (2) | Ms. Tillman was appointed to the Board on February 3, 2021 and has not yet been appointed to serve on a committee. |
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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, reviewoversee, compensate 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 | | •In coordination with the Technology Committee, oversees risk management with respect to cybersecurity | | Compensation Committee | • | Approves and oversees our executive compensation programs and policies.policies | | | • | Determines executive officer compensation.compensation and approves employee benefit and compensation plans | | | •Considers the results of shareholder advisory votes on executive compensation matters and determines whether any changes may be warranted as a result | | Conducts•Oversees an annual risk assessment of our compensation programs.programs | | | • | Approves employee compensation and benefit 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•Establishes and reviews compliance with the Company’s stock ownership guidelines | • | Authorized•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 toReviews 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 monitorsMonitors compliance with our Governance Guidelines and other corporate governance matters.matters | | | • | Exercises oversight of our director compensation program and makes recommendations on such compensation for approval by the Board | | •Reviews and discusses with management the Company’s responses to shareholder proposals or determines another committee of the Board.Board appropriately responsible for reviewing a particular proposal |  | •Oversees our strategy with respect to ESG priorities and coordinates with other Board committees regarding substantive initiatives related to such priorities | | •Oversees the director orientation and continuing education activities of the Board | | •Oversees the Company’s Political Engagement Policy | | Technology Committee | •In coordination with the Audit Committee, oversees risk management with respect to cybersecurity | | •Oversees our technology strategy and significant technology investments | | •Reviews with management our technology investments and infrastructure associated with risk management, including policies relating to information security, disaster recovery and business continuity | | •Receives regular reports directly from our Chief Information Security Officer (“CISO”), our Chief Technology Officer (“CTO”) and the internal audit department, including in executive session without other members of management present | | •Oversees engagement of outside advisors to review the Company’s cybersecurity program |
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Technology Committee | • | Assesses our technology development strategies. | | • | Makes recommendations to the Board as to scope, direction, quality, investment levels and execution of technology strategies. | | • | Oversees the execution of technology strategies formulated by management and technology risk and opportunities. | | • | 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. |
Director Independence Our Governance Guidelines provide that a substantial majority of our Board should be independent. Our Guidelines for Determining the Independence of Directors, which is an appendix to our Governance Guidelines and may be accessed on our website atwww.equifax.com/about-equifax/corporate-governance, meet or exceed the requirements of SEC rules and regulations and the NYSE listing standards. The Board has affirmatively determined that all 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. Board Refreshment and Succession Planning Board Refreshment The Governance Committee regularly assesses the requirements of the Board and makes recommendations regarding its size, composition and structure. The Governance Committee is focused on how the experience and skill set of each individual director complements those of fellow directors to create a balanced Board with diverse viewpoints, skill sets,skills and expertise and reflecting a diversity of experiences,experience, gender, race, ethnicity and age. As part of its ongoing strategic review regarding Board refreshment, the Governance Committee seeks to anticipate future needs for expertise in newcorporate strategy, global business operations, mergers and emerging markets,acquisitions, 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. The Governance Committee and the Board actively seek new director candidates that can provide valuable guidance as we continue to focus on strengthening our core technology and security competencies and executing on our EFX2023 strategy. The Board believes that the additions of Heather Wilson in 2019, Melissa Smith in 2020 and Audrey Boone Tillman in 2021 provide our Board with additional broad-based executive leadership experience, as well as enhanced expertise in risk management, data and analytics, information technology and corporate governance. The Board will continue to seek out highly-qualified director candidates as part of the Board succession plan to enhance the experience and diversity of our Board to align with our overall strategy. Board Tenure and Refreshment. The following table shows the tenure ofSuccession Planning Pursuant to our non-management directors, which is well distributed to createBylaws and Governance Guidelines, we have a balanced Board. Mr. Copeland will reach the mandatory retirement age of 72, priorafter which a director will not be elected or re-elected unless the Governance Committee and Board determine that the continued service of the director on the Board would be of benefit to our Annual Meeting and thus not stand for re-election, and Messrs. Driver and Humann are scheduled tothe Company. Siri Marshall will reach the mandatory retirement age prior to our 2018 annual meeting.2021 Annual Meeting and thus not stand for re-election. In view of these scheduled retirements,order to effect a smooth transition and ensure adequate skill sets and expertise on the GovernanceBoard following Ms. Marshall’s departure, the Committee has been actively engaged in aconducted an extensive director search process, with the assistance of an executive search firm, which ultimately led to effect a smooth transitionthe appointment of Audrey Boone Tillman in February 2021. With Ms. Tillman’s appointment, the Board sought to fill the gapsensure that expertise in experience these vacancies may create. To that end, since our last annual meetinglegal, regulatory and corporate governance matters are retained in view of shareholders, we have added two new independent directors to our Board—Ms. Elane Stock and Mr. Thomas Hough.Marshall’s scheduled retirement. Since 2013,2017, we have appointed three new independent directors and decreased the average non-management tenure of our director nominees from 10.49.0 years to 8.85.1 years. Individual and averageThe following chart shows the tenure information forof our Board (following election of the 11 director nominees, named in this Proxy Statement atwhich is well distributed to create a balanced Board, with five new independent directors joining the Annual Meeting) is as follows:Board since 2017. TENURE OF NON-MANAGEMENT DIRECTORS
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Director Membership CriteriaCommittee Tenure and Nomination ProcessesRefreshment
ProcessThe Governance Committee is responsible for Identifying and Evaluating Director Nominees. Whenreviewing the need to fill a new Board seat or vacancy arises,composition of the committees of the Board. In its review of committee composition, the Governance Committee proceeds inconsiders 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 ofresponses collected during the Board management or other advisors toand committee annual self-evaluations, as well as the Company,past experience and recommendations by shareholders. The Governance Committee Chair and Presiding Director are provided with copiesrelevant skills of the resumes for potential candidates by the search firm and review them as appropriate with the Governance Committee, our CEO and the full Board. Ms. Stock was identified as a potential candidate by an independent executive search consultant and Mr. Hough was identified by our CEO and other members of the Board.
Our Governance Committee determines the selection criteria and qualifications for director nominees. As set forth in our Governance Guidelines, this criteria includes, 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.each director. The Governance Committee and the Board alsoannually consider whether the candidate is independent undercomposition of the standards described under “Director Independence” on page 19 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 experiencecommittees of the Board as a whole through, among other things, diversityto ensure each committee has the appropriate relevant mix of skills and experience. The Technology Committee, in gender, age, ethnicity and professional experience. When current Board members are considered for nomination for re-election,particular, has experienced significant refreshment over 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.past few years.
Directors are limited to service on five public company boards, 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, our CEO may not serve on the Board of more than three public company boards, including our Board.
Procedures for Shareholders to Recommend Director 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, 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 Annual Meeting of Shareholders in 2018?” on page 67. A copy of our Bylaws is available on our website atwww.equifax.com/about-equifax/ corporate-governance or 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, regulationregulatory compliance, cybersecurity, governance and governance. Memberscompany policies. Under the Governance Committee’s oversight, we enhanced our director orientation program in 2019 to include additional direct participation by incumbent directors. In accordance with our orientation program, an incumbent member of our Board is designated to participate in the orientation process and conduct a one-on-one session with each new director. In addition to the onboarding process, members of senior management regularly present reports at Board meetings and review the operating plan and strategy of each of our business units and the Company as a whole, as well as provide periodic training sessions regarding regulatory compliance, cybersecurity, crisis management planning and governance issues. The Board also conducts periodic visits to our key facilities.facilities and Board members participate in crisis management simulations and/or training with management. Board members also may attend outside director continuing education programs at Company expense to assist them in keeping pace with developments in corporate governance and other critical issues relating to the operations of public company boards. Management Succession Planning and Talent Development Process Our Board is accountable for the development, implementation and continual review of a succession plan for the CEO and other executive officers. As part of its responsibilities under its charter, the Compensation Committee oversees the succession planning process for the CEO and the senior leadership team. The process ensures that critical business capabilities are safeguarded, executive development is acceleratedprioritized and strategic talent is leveraged to focus on current and new business imperatives. The specific criteria for the CEO position are alignedOn February 4, 2021, we entered into a letter agreement with our CEO that amends certain terms of his original Employment Agreement. The letter agreement provides for a five-year term of employment, ending on December 31, 2025. This change in conjunction with those described under “CEO Employment Agreement” on pages 53-54 is intended to ensure Mr. Begor’s continued leadership and to further align realized pay with long-term growth strategy we refer to asshareholder value and the continued success of our Growth Playbook, and succession and development plans are monitored forbusiness strategy. The Compensation Committee monitors 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. EQUIFAX INC. - 2017 Proxy Statement20
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HowHuman Capital Management
Our People At Equifax, we believe knowledge drives progress. We Manage Riskblend unique data, analytics and technology to create insights that power decisions and enable people to live their financial best. This is brought to life by our 11,400 employees in 22 countries around the world who are passionately focused on our customers and consumers. In 2020, we promoted approximately 1,100 talented employees and hired 2,300 new team members as we continue to grow and transform our businesses around the world. Our Values and Culture We haveare focused on nurturing our people through meaningful opportunities for career advancement, learning and development, supporting our next generation of leaders, an inclusive and diverse work environment, and regular employee engagement and recognition. Our team shares a rigorous enterprise-wide risk management (“ERM”) program targeting controls over operational, financial, legalculture that informs how we see ourselves and regulatory compliance, reputational,our view of the world. Our work is guided by our purpose and our shared values. In 2020, we launched our refreshed values, contemporizing who we are, how we work and how we will act to fully realize and sustain our cloud data and technology privacy, data security, strategictransformation. Combined with our purpose, our values guide how we work together every day and other risks that could adversely affectform our business. The program also includes crisis management, disaster recoveryrelationships with customers, partners and business continuity planning. Our ERM programshareholders. They are: 
Inclusion and Diversity Valuing diversity is designed to supportat the achievementheart of our organizationalshared values. We believe that increasing inclusion and strategic objectives,diversity leads to identifybetter innovation, higher engagement levels and manage risks,ultimately better business outcomes. We further believe that our employee base should reflect our customers and the communities where we live and work. We continue to improve long-term organizational performancemake visible, positive strides in support of our inclusion and diversity strategy and in adding and engaging diversity within our global teams. In 2020, we established our first Chief Talent and Diversity Officer role. This key leadership position reports directly to our Chief Human Resources Officer and is responsible for activating our talent strategy with a substantial focus on furthering a diverse workforce and inclusive culture. We are advancing this strategy through expanding our employee affinity networks around the world, hosting ongoing open dialogues to enhance shareholder value. The implementationunderstanding and executionmutual listening, targeted I&D training, cultural heritage celebrations, and linkages to community and financial inclusion initiatives. Further, consistent with our commitment to diversity, we have implemented diverse candidate slate requirements for higher level management roles. | www.equifax.com | EQUIFAX INC | 2021Proxy Statement | 28 |
Women comprise 30% of our ERM program is supervised by the director ofBoard nominees, and 10% are racially or ethnically diverse. Within 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 director41% are women and 47% are leaders of diverse racial or ethnic backgrounds. In addition, three of our internal audit department. four business unit leaders are women or have diverse racial or ethnic backgrounds.
Workforce Health and Safety In addition,2020, the COVID-19 pandemic had a significant impact on our directorpeople. The safety and wellbeing of internal audit reportsour employees remains paramount, and we have taken extensive actions to care for our team members around the world, including: | • | ensured that no employees lost their roles or experienced furloughs due to COVID by actively shifting employees to other roles to protect full employment; | | • | transitioned all non-essential employees to work from home early in the pandemic while extending and enhancing data security; | | • | established rigorous social distancing, sanitization and restricted occupancy requirements for all worksites; | | • | extended extra paid time off when person or family member under their care contracted COVID; | | • | provided all employees globally an extra day of paid time off to support mental health and well-being; and | | • | provided nearly 4,000 employees around the world who are not bonus eligible a special employee appreciation bonus. |
Disclosure regarding our human capital management initiatives and our other ESG priorities can be found on our website at www.equifax.com/about-equifax/environmental-social-governance. We will continue to update shareholders and other stakeholders on these initiatives through regular updates to the Audit Committee on a quarterly basis and reports annually to the full Board, as described below under “Board Risk Oversight.”website. | EQUIFAX INC | 2021Proxy Statement | 29 |
Board Oversight of 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 |
 
| Audit and Technology Committees Coordinate on Cybersecurity Risk Oversight As described above, the Audit Committee and Technology Committee coordinate on risk management oversight with respect to cybersecurity, including through quarterly joint committee meetings that cover the following topics: | | • | Regular reports from the internal audit department regarding the security and technology portions of the internal audit plan | | • | Regular reports from our CISO and CTO regarding the cybersecurity control environment, including remediation updates, compensating controls analyses and other recurring items | | • | Regular reports from our SVP for Enterprise Risk and Compliance regarding our risk and compliance program, including our compliance with obligations under agreements to settle litigation matters and certain federal and state government investigations arising out of the 2017 cybersecurity incident | | • | Periodic updates from the Chief Privacy and Data Governance Officer regarding developments related to our global privacy program |
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How We Manage Risk We have a comprehensive enterprise risk management (“ERM”) program focused on the application of controls over the following risk types: | • | operational | | • | reputational | | • | data security | | • | financial | | • | technology | | • | strategic | | • | legal and regulatory compliance | | • | privacy | | • | other risks that could adversely affect our business |
We have implemented an ERM framework based on the “three lines of defense” model for establishing effective checks and balances, which is used by leading financial institutions. | LINES OF DEFENSE | | | | | | | | 1. | | 2. | | 3. | | OPERATIONAL | | RISK & | | INTERNAL | | | | COMPLIANCE | | AUDIT DEPARTMENT | | | | | | | | The first line of defense, the operational line, is the business unit or corporate support unit, such as IT, data security, finance and human resources. Business unit and corporate support unit leaders are directly responsible for managing risks and controls in their operations. | | The second line of defense provides risk and regulatory compliance oversight, and is primarily comprised of the Enterprise Risk and Compliance Office (“ERC”). Our ERC has a direct reporting line to the Board and is responsible for establishing frameworks, policies and standards, performing independent risk-based monitoring and testing, and independently identifying and assessing material risks, including IT and data security risks. | | The third line of defense, the internal audit department, as supplemented by third party support, audits the effectiveness of the oversight of the second line of defense and performs direct audits of the first line of defense. Internal audit is responsible for providing the Audit and Technology Committees and senior management with an independent assessment and assurance regarding the design and effectiveness of the risk management framework. |
The execution of our ERM program is supervised by our ERC, with each business unit and corporate support unit having primary responsibility for assessing and mitigating risks within its respective areas of responsibility. Our SVP for Enterprise Risk and Compliance leads the ERC organization and functions and meets regularly with the Board, the Audit Committee and the Technology Committee. A Risk Program Governance team develops, enhances, deploys and manages risk program elements. 
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Related Person Transaction Policy The Board has adopted a written policy for approval of transactions between the Company and its directors, director nominees, executive officers, greater than 5% beneficial owners and their respective immediate family members (each, a “Related Person”), where the amount of the transaction is expected to exceed $120,000 in a single calendar year. The policy provides that the Audit Committee reviews transactions subject to the policy and decides whether or not to approve 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 2016,2020, 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 2435 and “Director Compensation” beginning on page 55 of this Proxy Statement.76. EQUIFAX INC. - 2017 Proxy Statement22
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PROPOSALProposal 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 24.35. This vote is commonly referred to as “say-on-pay.” Shareholders are being asked to vote on the following advisory resolution: “RESOLVED, that the shareholders approve, on an advisory basis, the compensation of Equifax’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure shall include the Compensation Discussion and Analysis, the compensation tables, and any related material).” Our 2016 executive compensation program alignedaligns 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 40-42 for details) | • | Our independent• Attracting, retaining and motivating the right talent is a high priority for us as we focus on executing the business initiatives that underpin our strategy. • In support, the Compensation Committee annually reviews our executive compensation program to ensure that it provides competitive pay opportunities, and demonstrates a commitment to strong corporate governance. | • | The Committee establishes appropriate performance targets based on our strategic and operating plans. | | plans, and considers evolving market trends to ensure that the overall program aligns with the highest standards of best practices. • | 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. | Our Compensation Committee conducted a thoughtful review and designed our 2020 compensation program to align with strategic initiatives and shareholder feedback
(See pages 42-51 for details) | | • In designing the 2020 compensation program, the Committee conducted a thoughtful review and made decisions after taking into consideration the ongoing evolution of our transformational business strategy and feedback from our shareholders. – For the 2020 Annual Incentive Plan (AIP), the Committee: • retained a cybersecurity performance measure as one of the metrics to evaluate the performance of all employees, including our NEOs • achievement of the cybersecurity metric cannot increase the executive’s compensation, but failure to meet it will decrease the award – For the 2020 Long-Term Incentive Plan, the Committee: • significantly reduced target values for the long-term incentives as compared to the enhanced LTI opportunities provided in 2019 • reverted to the general structure of the 2018 LTI program while retaining premium-priced options in lieu of traditional market-priced stock options, with exercise prices set at 110% and 120% of the fair market value of the stock |
*EQUIFAX INC | 2021Proxy Statement | Corporate Adjusted EPS33 |
Following the onset of theglobal pandemic and itsreview of our compensationprogram, the Committeeadded a COVID-19 leadershipobjective under the 2020 AIPbut otherwise retained theexisting performance metrics
(See pages 42-51 for 2016, as reporteddetails) | | • Following the onset of the COVID-19 pandemic in March 2020, the Committee carefully and continuously monitored our 2020 compensation program structure and evaluated the impact of the various issues raised by the pandemic. • After evaluation, in the Executive Compensation section, issecond quarter of 2020, the Committee made an adjustment to require all AIP-eligible employees, including all of our NEOs, to add a non-GAAP financial measure usedperformance objective designed to meet the unique business challenges presented by the Company for incentive measurement purposes. Reconciliationpandemic. – This new, COVID-specific objective was incorporated as an addition to the non-financial goals that comprise 20% of the Company’s non-GAAP financial measuresoverall AIP opportunity. • The Committee determined that, other than the addition of the aforementioned COVID-specific AIP objective, no structural changes or adjustments to the corresponding GAAPmetrics or goals of the program were necessary after evaluating the potential impacts of the pandemic, because the current program appropriately aligns pay and performance. | Our performance-basedcompensation program isdesigned to deliver payoutsthat align with performance
(See pages 42-51 for details) | | • Awards to our NEOs under the 2020 AIP paid out at or near maximum, reflecting our exceptional financial measuresand operational performance in 2020, which led to significant value creation for our shareholders, despite the challenges and uncertainty caused by COVID-19. • 75% of the long-term incentives granted to our CEO and other NEOs in 2020 is performance-based and “at-risk”, meaning awards 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 Revenueresult in no payout if threshold goals are not met or stock option exercise price is adjusted and Corporate Adjusted EPS is further adjusted to be stated in constant dollars at our budgeted 2016 foreign exchange rates.not exceeded. |
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. - 2017 Proxy Statement23
| www.equifax.com | EQUIFAX INC | 2021Proxy Statement | 34 |
EXECUTIVE COMPENSATIONExecutive 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: This CD&A discusses the compensation decisions for the NEOs listed in the Summary Compensation Table on page 4158 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) | | | Richard F. Smith | | Chairman and Chief Executive Officer | | 11 | | 11 | | | John W. Gamble, Jr. | | Corporate Vice President and Chief Financial Officer | | 3 | | 3 | | | John J. Kelley III | | Corporate Vice President, Chief Legal Officer and Corporate Secretary | | 4 | | 4 | | | Rodolfo O. Ploder | | President, Workforce Solutions | | 1 | | 13 | | | Coretha M. Rushing | | Corporate Vice President and Chief Human Resources Officer | | 11 | | 11 | |
| NEO | | Position in 2020 | | Years in Position
at End of 2020
(rounded) | | Mark W. Begor | | Chief Executive Officer | | 3 | | John W. Gamble, Jr. | | Corporate Vice President and Chief Financial Officer | | 7 | | Rodolfo O. Ploder | | President, Workforce Solutions | | 5 | | Bryson R. Koehler | | Chief Technology Officer | | 3 | | Sid Singh | | President, U.S. Information Solutions | | 2 |
EQUIFAX INC. - 2017 Proxy Statement24
| EQUIFAX INC | 2021Proxy Statement | 35 |
| Executive Summary | | | | | | | | | 2020 Financial Highlights | | | | | | | | | $4.1B | $6.97 | 39.0% | $189.5M | Revenue,
an increase of 17.7%
from 2019 | Adjusted EPS*,
an increase of 22% from 2019 | One-year total
shareholder return | Dividends paid to
shareholders,
consistent with 2019 levels |
| * | Adjusted EPS is a non-GAAP financial measure. Reconciliation of the Company’s non-GAAP financial measures to the corresponding GAAP financial measures can be found in Annex A to this Proxy Statement. |
2020 Strategic and Operational Highlights The foundation of our exceptional 2020 performance began in 2018 when we launched EFX2020, a three-year cloud technology, data and security transformation strategy to rebuild our organization from the ground up. In 2020, the last in our three-year plan, we completed the execution of each of our EFX2020 strategic imperatives: (i) operate as one Equifax team; (ii) drive growth; (iii) transform to cloud-native technology; (iv) instill a culture of customer centricity; (v) deliver market-leading data and analytics; (vi) invest to be the most consumer-friendly credit reporting agency; and (vii) become an industry leader in security. Our cloud data and technology transformation has repositioned Equifax as a global data, analytics and technology leader with industry-leading security. A summary of our significant 2020 accomplishments is set forth below: | Strategic Priority | 2020 Accomplishments | GROWTH 
| • Achieved 17.7% consolidated revenue growth in 2020, with 23% revenue growth in 4Q20 • Workforce Solutions business reached 51% year-over-year revenue growth and over $1.4 billion in annual revenue • U.S. Information Solutions business grew adjusted revenue by 14.3% and delivered $1.5 billion in annual revenue* • International business achieved annual revenue of $862 million and saw strong recovery in 4Q20, despite the significant negative impact of COVID-related lockdowns and economic impacts • Global Consumer Solutions business continued its recovery with annual revenue of $345 million and 2% growth in our direct to consumer business, despite COVID-driven declines in our U.S. lead generation partner revenue • Completed five acquisitions and investments and announced the acquisition of Kount, which will enhance our role in the $20 billion identity and fraud market • Delivered 134 new products, with the majority built using our new cloud capabilities | | | CLOUD-NATIVE
TECHNOLOGY  | • Made significant progress toward implementation of the Equifax Cloud, while delivering enhanced stability, speed, agility, new products and cost efficiencies • Migrated over 50 billion records, 47,000 customers and over 1 million contributors to the Equifax Cloud • Decommissioned 1,098 applications and rebuilt 710 more • Made significant progress on the migration of our key U.S. credit database (ACRO) to the data fabric • Closed 6 legacy data centers • Launched first set of customers on Luminate Workbench, our cloud-native global fraud and investigation platform • Continued to make significant progress in developing cloud-based expertise within our workforce | | | CULTURE OF
CUSTOMER CENTRICITY  | • Quickly responded to customer uncertainty in the COVID-19 environment by delivering over 180 webinars and launching 19 COVID-specific products • Designed solutions in real-time to help businesses transform economic uncertainty into a better understanding of risk, which enabled them to make more confident decisions and help consumers when they needed it most • Created a new role on our senior leadership team to focus on product and hired Cecilia Mao as our Chief Product Officer, responsible for accelerated development of products and agile use of platforms across the enterprise |
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MARKET-LEADING D&A  | • Hosted Ignite Live, a free, virtual event to help businesses operate with confidence in an era of uncertainty • Provided lenders, governments and consumers with more frequent and insightful data and analysis regarding the financial profile of consumers and small businesses throughout the COVID pandemic • Continued to build our market-leading decisioning technologies and received 21 new patents, including two additional patents on our award-winning NeuroDecision technology • Expanded role of our existing Chief Data & Analytics Officer to enhance the focus on innovation | | | CONSUMER FRIENDLY CRA  | • During the economic downturn of 2020, we focused on our commitment to “helping people live their financial best” and, with the initiatives described below, brought our purpose to life to help consumers who were negatively impacted during the pandemic and quarantine • Provided U.S. consumers weekly free credit reports to better support them as they applied for loans and managed their finances • Launched our COVID+ Credit Financial Resources Center, offering free monthly credit scores, along with guidance for consumers on how to manage their money during the pandemic • Worked to help expand consumer access to credit by adding data assets from alternative sources, such as rent, telecommunications and utility | | | INDUSTRY LEADER IN SECURITY  | • Completed final year of our three-year transformation toward becoming an industry leader in security • Activated leading crisis management processes to implement COVID-19 safety and security protocols while maintaining effective operations • Deployed a new employee security scorecard globally, measuring and reinforcing key security behaviors around training and phishing and conducted annual security training for all employees and our Board • Aligned our controls with the National Institute of Standards and Technology (NIST) Cybersecurity Framework and new NIST Privacy Framework • Expanded our cloud assurance tools, increasing visibility into our cloud security posture and driving productive collaboration • Hosted our inaugural Customer Security Summit, demonstrating our commitment to transparency and forward-looking emphasis on supply chain security • Continued to improve our security program maturity as measured by independent third parties, which directly correspond to the cybersecurity performance measure included in our 2020 Annual Incentive Plan | | | ONE EQUIFAX TEAM  | • Took actions to promote the safety and wellbeing of our employees in response to COVID-19: – Ensured no employees lost their roles or experienced furloughs due to COVID by actively shifting employees to other roles to protect full employment – Transitioned all non-essential employees to work from home early in the pandemic – Established rigorous social distancing, sanitization and restricted occupancy requirements for all worksites – Extended extra paid time off when person or family member under their care contracted COVID – Provided all employees an extra day of paid time off to support mental health and well-being – Provided nearly 4,000 non-bonus eligible employees with a special appreciation bonus • Expanded inclusion and diversity (I&D) initiatives: – Made four new hires or promotions in senior leadership team roles filled by diverse candidates – Established first Chief Talent and Diversity Officer position reporting directly to our CHRO – Deepened commitment to employee affinity networks, ongoing I&D-focused training and cultural heritage celebrations • Made over 2,300 new hires and approximately 1,100 promotions • The Equifax Foundation committed over $1.9 million in charitable contributions, with over $840,000 in employee and director matching gifts |
| * | Adjusted revenue is a non-GAAP financial measure. Reconciliation of the Company’s non-GAAP financial measures to the corresponding GAAP financial measures can be found in Annex A to this Proxy Statement. |
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Executive SummaryOur Incentive Programs Align Payouts with Financial Performance and Non-Financial Goals
Our Business2020 compensation program metrics established in the first quarter of 2020 were: | ANNUAL INCENTIVE PLAN (AIP) OPPORTUNITY | | | | | | Based on the Company’s attainment of objective, pre-established financial, individual and security program performance goals. 
|  | Key Financial Performance Metrics •Corporate Operating Revenue from continuing operations increased 17.7% to $4.14 billion(1) •Corporate Adjusted EPS from continuing operations increased 22.4% to $6.99(1) |  | Key Non-Financial Goals Individual goals were largely derived from our EFX2020 strategic priorities, plus a COVID-19 leadership goal added in the second quarter of 2020: | | • Drive growth • Cloud-native technology • Culture of customer centricity • Market-leading D&A • Consumer-friendly CRA • Industry leader in security • One Equifax team • COVID-19 leadership |  | Cybersecurity Performance Measure • The cybersecurity metric used in our 2020 AIP is the same measure used to assess the strength of our security program • Achievement of the cybersecurity metric cannot increase an executive’s compensation, but failure to meet it will decrease the award by up to 25% | | | | | | | | LONG-TERM INCENTIVE (LTI) PLAN OPPORTUNITY | | | | | | Rewards stock performance on both an absolute basis and relative to companies in the S&P 500. 
|  | Key Financial Performance Metrics For performance shares, three-year cumulative TSR relative to companies in the S&P 500 (of which we are a member) provides a broad index for comparison and alignment with shareholder investment choices. • In the event our cumulative TSR is negative over the three-year performance period, the payout is capped at 100% of the target shares, irrespective of our TSR percentile rank | | | |
| (1) | Corporate Operating Revenue and Corporate Adjusted EPS, as used for the corporate-level financial goals under the AIP, are non-GAAP measures. Corporate Operating Revenue is Operating Revenue adjusted to be stated in constant dollars at our budgeted 2020 foreign exchange rates. Corporate Adjusted EPS is Adjusted EPS as shown in Annex A to this Proxy Statement and then further adjusted to be stated in constant dollars at our budgeted 2020 foreign exchange rates. Because of these adjustments to Operating Revenue and Adjusted EPS, the actual Corporate Operating Revenue and Corporate Adjusted EPS used for incentive management purposes are not the same as Operating Revenue and Adjusted EPS reported under our 2020 Performance Highlights above. | | (2) | Certain of our NEOs had roles for 2020 for which their AIP outcome was tied to specific business unit-level financial goals, as described in further detail under “Analysis of 2020 Compensation Decisions” beginning on page 42. |
Say-on-Pay Voting Results in 2020 Equifax Inc.In evaluating our executive compensation program, one factor our Compensation Committee considers is the results of the most recent annual shareholder advisory vote on executive compensation or “say-on-pay” vote. At our 2020 Annual Meeting, approximately 91% of the votes cast approved our executive compensation program. Following our 2020 Annual Meeting, the Committee continued to review our compensation program and practices and how they align with our core compensation philosophy, recognized market best practices and our strategic priorities. The Committee continues to take steps to ensure that pay opportunities are performance-based, with a leading global providermix of information solutionsfixed and human resources business process outsourcing servicesat-risk variable pay that ensures alignment between management and shareholder interests.
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Shareholder Engagement on Executive Compensation As part of our ongoing Board-directed shareholder engagement program, feedback received from shareholders on our executive compensation program is shared with the full Board and the Compensation Committee. The Committee considers this feedback in its review of our compensation program, as well as compensation plan and benchmarking advice from its independent compensation consultant. Following the 2020 Annual Meeting, members of management, together with Independent Chairman Mark Feidler for businesses, governmentscertain conversations, conducted investor outreach meetings with investors representing approximately 47% of our shares. During these meetings, shareholders described their priorities and consumers. We have a large and diversified group of clients,provided constructive feedback to our management team regarding various topics, including financial institutions, corporations, governments and individuals.our 2020 executive compensation program. 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. We use advanced statistical techniques and proprietary software tools to analyze all available data, creating customized insights, decision-making solutions and processing servicesshareholders expressed support for our clients. We help consumers understand, managecore compensation program, including the use of performance-based equity award structures to drive alignment of the interests of our NEOs and protect their personal informationshareholders. Our shareholders also expressed support for the elimination in 2020 of the enhanced LTI opportunities provided in 2019 and make more informed financial decisions. We also provide information, technology and servicesthe discontinuation of adjustments to support debt collections and recovery management. Additionally, we are a leading provider of payroll-related and human resource management business process outsourcing servicesexclude costs related to the 2017 cybersecurity incident when calculating Adjusted EPS beginning in the United States.2021. 2016Based on shareholder recommendations, we continue to enhance our proxy disclosures regarding changes to executive compensation programs. The Company will continue to maintain an active dialogue with shareholders and continue to evaluate and integrate feedback into Board discussions, including topics such as metrics that are used to determine the NEOs’ short- and long-term incentive compensation.
Compensation Program Highlights Executive Compensation Philosophy | • | The Compensation Committee is responsible for the Company’s executive compensation policies and plans. | | • | The Committee works to ensure that incentives are performance-based and aligned with shareholders’ interests, while guarding against metrics or goals that create inappropriate or excessive risk reasonably likely to have an adverse effect on the Company. | | • | The Committee has designed and regularly reviews our compensation program to ensure we are providing competitive pay opportunities to attract and retain executive talent. |
2020 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 portionmajority of each executive’s total compensation opportunity is linked directly to the Company’s stock price or otherwise driven by performance (86%tied to performance. For 2020, 86% of total direct compensation for our CEO and an average of 70%73% for the other NEOs):NEOs was in the form of variable, at-risk pay, and 75% of long-term incentive awards for our CEO and our other NEOs was in the form of performance-based compensation (performance shares and premium-priced stock options).  
| * | Percentages calculated usingbased upon actual base salary, target annual incentive and the target grant date value of annual long-term incentive awards. |
Our Incentive Programs Tie to Our 2016 Financial Performance
The Company delivered outstanding financial and operating results in 2016. The financial metrics applicable to the executive compensation program were as follows:
EQUIFAX INC | Annual Incentive2021
Opportunity (AIP)Proxy Statement | • | AIP is based on the Company’s attainment of objective, pre-established financial and individual performance goals. | | • | Corporate Operating Revenue (15% of AIP) was used to measurebusiness growth, and Corporate Adjusted EPS (65% of AIP) was used to measure theprofitability of such growth.* | Key Financial | • | Corporate Operating Revenue from continuing operations increased 18% to $3.1 billion. | Performance Metrics: | • | Corporate Adjusted EPS from continuing operations rose 23%, 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%.39 |
* | Corporate Adjusted EPS for 2016 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 further adjusted to be stated in constant dollars at our budgeted 2016 foreign exchange rates. |
EQUIFAX INC. - 2017 Proxy Statement25
Say-on-Pay Voting Results in 2016
In determining executive compensation, our Compensation Committee considers the results of the most recent annual shareholder advisory vote on executive compensation, or “say-on-pay” vote. In 2016, approximately 83% of the votes cast approved our executive compensation program, which aligned with our expectations based on feedback gathered in our conversations with investors. The Committee continued its general approach to executive compensation for 2016, however, as we evaluated our compensation practices 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.
Shareholder Outreach and Engagement
The Committee considers shareholder 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 of fixed and at-risk variable pay. In 2015 and 2016, as part of our Board-directed shareholder engagement program, senior management held meetings with institutional investors representing approximately 60% of our outstanding shares, including the top ten largest and many other significant holders of our shares. We discussed a range of topics, including 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. The Company will maintain an active dialogue with shareholders and evaluate feedback on issues of importance to our shareholders, including the metrics that drive the CEO’s 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. - 2017 Proxy Statement26
Critical, but less externally visible, improvements in the Company’s scale and operational performance have occurred in the areas of talent development and management, process improvements, platforms for growth, product diversification, global security, regulatory compliance, dividend growth and capital structure.
CEO Pay Element | Key Features | Base Salary | • | Unchanged for 2016 and unchanged since 2008. Since 2008, all increases indicated by benchmarking data have been applied to the performance-based component of Mr. Smith’s annual LTI opportunities. Since the Company’s adoption of performance shares in 2012, all increases indicated by benchmarking data have been applied to the performance share component of Mr. Smith’s annual LTI opportunities. | AIP Opportunity | • | Mr. Smith’s 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 his 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 present value of the accumulated benefit of Mr. Smith’s SERP and USRIP increased by $3,027,100, from $15,346,400 at December 31, 2015 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%. |
Compensation Best Practices
What We Do
| Strong emphasis on performance-based compensation. | | Rigorous executive compensation clawback policy. | | 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 Strong emphasis on performance-based compensation, with 68% of short-termthe CEO’s total target pay performance-based and long-term incentives and performance metrics.86% of the CEO’s total target pay considered “at-risk” For our CEO, 84% of his variable, at-risk pay is comprised of long-term incentives; for our other NEOs, 70% of their variable, at-risk pay is comprised of long-term incentives Capped annual and long-term incentive awards. |
| No re-pricing of underwater stock options.performance-based awards
No Adopted change in control severance plan for executive officers, which eliminated excise tax gross-ups and reduced payments in connection with a change in control
Double-trigger change in control cash severance benefits and vesting of equity awards | | No income tax gross-ups other than for perquisitescertain relocation or new change-in-control agreements.foreign tax expenses | | Enhanced compensation clawback policy with financial and reputational harm standard, including in supervisory capacity Meaningful share ownership requirements for senior officers. | officers Anti-hedging and -pledging policy for directors, officers and other employees Implemented policy prohibiting CEO and other senior executives from purchasing or selling Equifax securities except pursuant to a Rule 10b5-1 trading plan No re-pricing of underwater stock options |
EQUIFAX INC. - 2017 Proxy Statement27
How We Determine the Total Amount of Compensation Role of the Compensation Committee, Management and Compensation Consultants in Determining Executive Compensation
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” on page 37 and“Compensation Consultant Services and Independence” on page 38.
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 • 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 Plan (LTI) | | • Retains our executives and drives stock performance for shareholders; rewardsRewards stock performance on both an absolute basis and relative to peers.companies in the S&P 500 •– PerformanceTotal shareholder return ("TSR") performance shares provide a comprehensive and relevant comparison for our share price performance as ana member of the S&P 500 Index member.and also align with shareholder interests, as higher cumulative TSR results in higher returns for shareholders
•– RSUsPremium-priced stock options tighten the link between our LTI compensation and creation of shareholder value by ensuring that executives receive gains only after a preferred return is first delivered to investors
– Restricted stock units ("RSUs") are time-vested and primarily encourage retention and alignment with long-term shareholder interests. | | • All 2016 increases in the CEO’s pay opportunity were applied to the performance share component 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.interests
| Retirement
Benefits | | • Provide post-retirement security. Such benefits directlysecurity and reward continued service and indirectly reward individual performance. | | • Retirement benefits include participation in pension and savings plans, deferral plans and a supplemental retirement plan.
| | Limited Perquisites | | • For a discussion of the business objectives for providing limited perquisites, and the details of perquisites provided, see page 36. 53 | Provision of
Change-in-Control
Change in ControlProtection | | • For a discussion of the business objectives for providing change-in-controlchange in control protection, and the details of change-in-controlchange in control protection provided, see pages 3754-55 and 48-53. pages 73-74 |
BenchmarkingCompensation Design Process
We consider market pay practices when setting executive compensation. Role of the Compensation Committee and Management in Determining Executive Compensation
The Compensation Committee uses benchmarking as one inputreviews and makes decisions about executive compensation, including the amount of base salary, short-term incentives and long-term incentives awarded to decision-making with respectour NEOs. Our CEO and other executives may assist the Committee from time to setting competitive executive pay levels. For 2016, the benchmarking process was different for Mr. Smith compared to the other NEOs,time in its evaluation of compensation elements or program design or by providing mathematical calculations, historical information, year-over-year comparisons and assessments of performance and potential. In addition, for the reasons explained below.2020 Annual Incentive Plan, the Committee considered recommendations from members of management concerning the financial performance measures, the performance metric related to cybersecurity and the addition of an objective designed to meet the unique business challenges presented by the COVID-19 pandemic. The Compensation Committee also considers recommendations from its independent compensation consultant and 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
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During Mr. Smith’s tenure,competitive data and makes decisions on executive compensation based on its assessment of individual performance and achievement of goals by both the individual and the Company.
The CEO’s performance is reviewed by the Compensation Committee has alsowith input from the other non-management members of the Board. The CEO annually reviews the performance of each executive officer who reports to him, including the NEOs. The conclusions reached and recommendations made his pay opportunities increasingly longer-termbased on these reviews, including with respect to salary adjustments and performance-based:annual award amounts, are presented to the Compensation Committee for approval and to the Board for review. Members of management play various additional roles in this process: | • | Base salary has not increased since 2008; instead, all increases since then indicated by benchmarking data have been appliedThe CEO makes recommendations to the performance-based portionCommittee regarding the design of LTI opportunities.performance measures for our annual incentive plan and the design of our equity incentive program, as well as 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 provides the 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 CHRO also facilitates a robust performance evaluation process and succession planning discussions. | | • | TargetThe Chief Financial Officer provides information and analysis relevant to the establishment of performance targets for our annual incentive plan as a percentwell as any other performance-based awards and presents information regarding the attainment of base salary has increased only five percentage points during Mr. Smith’s 12-year tenure.corporate and business unit financial goals for the preceding year. | | • | | • | Since Mr. Smith joinedThe Chief Legal Officer attends meetings of the Company in 2005 at total compensation levels necessaryCommittee to attract him from his 22-year career at General Electric Company, the Compensation Committee has adjusted his pay opportunitiesprovide input on legal issues, to communicate governance-focused investor perspectives based on annual changes correspondingshareholder engagement efforts, and 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 appliedrespond 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:questions about corporate governance and executive compensation. |
CEO LONG-TERM INCENTIVE MIXThe Compensation Committee considers the information and recommendations it receives and exercises discretion in modifying any recommended adjustments or awards to executives based on considerations it deems appropriate. Although members of our management team participate in the executive compensation process, the Compensation Committee meets regularly in executive session without any members of the management team present. The Compensation Committee makes the final determination of the executive compensation package provided to each of our NEOs.
The table below comparesCompensation Committee has the rateauthority to engage advisors to assist it in fulfilling its responsibilities. The Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”), a nationally-recognized executive compensation consulting firm, to provide advice with respect to 2020 compensation for our NEOs and other officers. FW Cook performs services solely on behalf of changethe Committee and does not provide any other services to the Company. Management had no role in selecting the Committee’s compensation consultant and has no separate relationship with FW Cook. The Committee has assessed the independence of FW Cook pursuant to SEC and NYSE rules and concluded that no conflict of interest exists that would prevent FW Cook from independently representing the Committee. In 2020, FW Cook assisted the Committee in determining appropriate levels of compensation for the CEO total direct compensation (as reportedand other executive officers for 2020, advising on the construct of variable incentives and assisting the Committee in the Summaryevaluating performance goals. Benchmarking Use of a Peer Group Peer Group Used for Compensation Table, excluding “change in pension value and nonqualified deferred compensation earnings”Purposes The Compensation Committee considers market pay practices and the effectCompany's relative size and performance versus peers when setting target pay opportunities for executives, in addition to evaluations of estimated forfeitures) and the indexed cumulative TSRindividual performance. The Committee uses benchmarking as one of our stock over the period 2011-2016: COMPARISON OF CEO ANNUAL TOTAL DIRECT COMPENSATION
TO TSR PERFORMANCE
EQUIFAX INC. - 2017 Proxy Statement29
Other NEO Benchmarkingseveral inputs for decision-making with respect to setting competitive executive pay levels.
For our NEOs, in 2016 we2020, the Company conducted a detailed market review of executive pay to evaluate each element of pay competitiveness, reviewed the pay practices of its peers and the broader market, and compared performance against market data as described below. This analysis was discussed and reviewed by the Compensation Committee with its independent compensation consultant. Two primary types of market data were used to compile this analysis: | • | GeneralRelevant 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 theWillis Towers Watson U.S. General IndustryHigh Tech Executive Database (orCompensation Survey Database. The Compensation Committee utilizes this broad-based, third-party survey data to gain a general understanding of the Mercer Survey Data if Towers Watson Datacurrent 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. |
| EQUIFAX INC | 2021Proxy Statement | 41 |
| • | Peer group proxy data for long-term incentives (and, foris used in benchmarking CEO pay and executive pay programs. For purposes of the CFO only, for base salary)2020 compensation program, data was drawn from available proxy statements and public reports for the following 1317 publicly-held companies: |
PEER GROUP | | | | | | | Alliance Data Systems Corp. | Fidelity National Financial, Inc. | Intuit Inc. | AutomaticFirst Data Processing Inc. | Fidelity National Information Services, Inc. | Moody’s Corp. | CGI Group Inc. | Fiserv Inc.Corporation* | Paychex, Inc. | DSTBlack Knight, Inc. | Fiserv, Inc. | Total System Services, Inc.* | | Broadridge Financial Solutions, Inc. | Gartner, Inc. | TransUnion | | CoreLogic, Inc. | Global Payments, Inc. | Verisk Analytics, Inc. | | FactSet Research Systems, Inc. | FTI ConsultingJack Henry & Associates, Inc. | Western Union Co.Worldpay, Inc.* | Dun & Bradstreet Corp.Fidelity National Information Services | Moody’s Corporation | |
| * | Entity acquired in 2019 in connection with industry consolidation. |
The Compensation Committee selected this
These companies were chosen for the Company's peer group after consultation with its compensation consultant, primarily based upon criteria such asbecause they are similarly-sized 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 ofproviding data and analytics-based business solutions delivered through technology. Industries represented by thesetechnology and are representative of the labor market in which we compete for executive talent. The revenues of the companies included information and delivery systems, publishing, specialized finance, information technology consulting services, data processing, outsourced services and application software. Thein this peer group was unchanged for 2016 as comparedgenerally range from 1/3x to 2015.3x the Company's revenue. We aimIn September 2020, following annual review and based on the recommendations of its independent compensation consultant, the Committee revised its peer group for 2021 and thereafter to provide sufficient competitive payremove First Data Corporation, Total System Services, Inc. and Worldpay, Inc. due to attract and retain experienced and successful executivesindustry consolidation and to attract executives from larger companies withadd Fair Isaac Corporation (“FICO”). FICO was chosen as a track recordsimilar business of creating scalable processes necessary to createreasonably similar scale and sustain significant growth. We are at median in market capitalization relative to our peer group companies though below median in total revenue. This philosophy positions us for business expansion without undue cost to the Company.complexity.
Peer Group for Performance Shares The above-named2020 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 Compensation 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 Committee uses the companies in the S&P 500 Index (of which we are a member) for determining TSRas the comparative 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 preparedCommittee reviews “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 Committeedecisions and to evaluate retention risk. Tally sheet review in 2020 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 performance 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 tenure and are generally similar for executives who have comparable levels of responsibility (although actual payouts may differ depending on relative performance).tenure. EQUIFAX INC. - 2017 Proxy Statement30Analysis of 2020 Compensation Decisions
Context for 2020 Compensation Decisions At our 2019 Annual Meeting, approximately 86% of the votes cast approved our executive compensation program. During our subsequent off-season engagement (September 2019 to February 2020), shareholders representing approximately 60% of | www.equifax.com | EQUIFAX INC | 2021Proxy Statement | 42 |
Analysis
our outstanding shares described their priorities and provided constructive feedback to our management team regarding our executive compensation program. Our shareholders expressed support for our core compensation program, including the use of 2016 Compensation Decisions 2016 NEO Compensationperformance-based equity award structures to drive alignment of the interests of our executives and shareholders.
In February 2016,2020, in response to shareholder feedback and the CompensationCommittee’s review of our executive compensation program, the Committee tooksought to ensure that the following actions with respect2020 compensation program reflected key business priorities and the Company-wide focus on data security, while also ensuring that the Company could attract and retain talented employees in order to 2016 compensationcreate value for shareholders and provide appropriate incentives for executives managing those data security efforts. Among other things, the Committee retained a cybersecurity performance measure as a metric under the 2020 AIP. For the 2020 LTI program, the Committee significantly reduced target values for the NEOs:long-term incentives as compared to the enhanced LTI opportunities provided in 2019 and reverted to the general structure of the 2018 LTI program while retaining premium-priced options in lieu of traditional market-priced stock options. The 2020 compensation program is described in detail below. • | 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. |
20162020 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. For 2020, the Compensation Committee retained a cybersecurity performance measure as one of the metrics under the AIP. When setting the range of performance goals for Corporate Adjusted EPS and Corporate Operating Revenue at the outset of the fiscal year, the Compensation Committee consideredconsiders our financial results from the prior year and our annual operating budget for the coming year. The Committee also consideredconsiders the history of goal attainment of goals in prior years, economic and industry conditions, industry sector performance and the views of our shareholders. The 20162020 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 business unit growth and profitability), as well as Corporate Adjusted EPS (to emphasize profitability of the Company as a whole). We refer to these as Business Unit Plans. In the second quarter of 2020, following consideration of the challenges raised by the COVID-19 pandemic and potential impact on the compensation program, the Committee made an adjustment to the 2020 AIP to require all AIP-eligible employees, including our NEOs, to establish an additional individual objective designed to meet the unique business challenges presented by the pandemic. This new, COVID-specific objective was incorporated as an addition to the non-financial goals that comprise 20% of the overall AIP opportunity. The Committee otherwise determined that the targets set at the beginning of 2020 remained appropriate despite being set prior to knowing the full impact of the pandemic. Establishment of Corporate-Level Financial Goals
The Compensation Committee established corporatecorporate-level financial goals required to earn a cash incentive award for 20162020 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 our annual operating budget, which is approved by the need to encourage performance throughout 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. As noted above, our 2020 AIP financial goals were established prior to the global outbreak of the COVID-19 pandemic. | 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) |
In setting the levels for each corporate-level financial goal under the 2020 AIP, the Compensation Committee considered the Board’s review and approval of our 2020 operating budget, our 2020 financial outlook and our EFX2020 strategy, taking into account the initiatives to be implemented in 2020. In particular, the Compensation Committee considered: | • | the significant increase in budgeted normal course security and technology expenses in 2020 compared to 2019; | | • | the projected year-over-year impact of foreign exchange rates in 2020; | | • | anticipated business unit growth trends for 2020; and | | • | the impact of redundant system cost in 2020 compared to 2019 related to higher (i) depreciation and amortization and (ii) cloud expense due to technology-related investments. |
The 2020 target levels for Corporate Operating Revenue and Corporate Adjusted EPS were set above 2019 actual results. The Compensation Committee believes these levels are sufficiently challenging to motivate executives to achieve performance that supports long-term shareholder value. | EQUIFAX INC | 2021Proxy Statement | 43 |
The 2020 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 | | $5.20 | | $5.75
(10.6% above Threshold)(2) | | $5.96
(14.6% above Threshold)(3) | | Corporate Operating Revenue | | 15 | | $3.465 billion | | $3.724 billion
(7.5% above Threshold)(2) | | $3.855 billion
(11.3% above Threshold)(3) |
| (1) | Corporate Operating Revenue and Corporate Adjusted EPS, as used for 2016 as reported in this Executive Compensation section is athe corporate-level financial goals under the AIP, are 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,measures. Corporate Operating Revenue is Operating Revenue adjusted andto be stated in constant dollars at our budgeted 2020 foreign exchange rates. Corporate Adjusted EPS is Adjusted EPS as shown in Annex A to this Proxy Statement and then further adjusted to be stated in constant dollars at our budgeted 20162020 foreign exchange rates. Because of these adjustments to Operating Revenue and Adjusted EPS, the actual Corporate Operating Revenue and Corporate Adjusted EPS used for incentive management purposes are not the same as Operating Revenue and Adjusted EPS reported under our 2020 Performance Highlights above. | | (2) | Based on our publicly-disclosed strategic goals, long-term financial objectives and performance expectations for 2016.2020. | | (3) | Set based on our most challenging “stretch” goals for 2016.2020. |
Payouts for achievement between threshold and target, and between target and maximum, are determined based upon straight line interpolation. Pursuant to the terms of the 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
Establishment of Business Unit-Level Financial Goals The 2016 corporateCompensation Committee established a Business Unit Plan for the USIS, Workforce Solutions, Global Consumer Solutions and International business units. The Compensation Committee established business unit-level financial goals required to earn a cash incentive award for 2020 in a manner designed, within reasonable limits, to encourage achievement that exceeds target goals and penalizes underachievement. Each Business Unit Plan included a corporate-level financial goal (Corporate Adjusted EPS) at a 30% weighting. In 2020, Mr. Ploder participated in the Business Unit Plan for the Workforce Solutions business unit and Mr. Singh participated in the Business Unit Plan for the USIS business unit. The 2020 business unit objectives for Mr.Messrs. Ploder aand Singh are set forth below. The 2020 target levels for each of these business unit leader,objectives were established as follows:set above 2019 actual results. | 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 |
| EWS Plan—Performance Measures | | | Weight
(%) | | | Threshold
(25% payout) | | | Target
(100% payout) | | | Maximum
(200% payout) | | Corporate Adjusted EPS | | | 30 | | | $ | 5.20 | | | $ | 5.75 | | | $ | 5.96 | | EWS Operating Revenue | | | 30 | | | $ | 949.7 million | | | $ | 1.035 billion | | | $ | 1.071 billion | | EWS Operating Income | | | 20 | | | $ | 407.2 million | | | $ | 452.8 million | | | $ | 480.3 million | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | USIS Plan—Performance Measures | | | Weight
(%) | | | Threshold
(25% payout) | | | Target
(100% payout) | | | Maximum
(200% payout) | | Corporate Adjusted EPS | | | 30 | | | $ | 5.20 | | | $ | 5.75 | | | $ | 5.96 | | USIS Operating Revenue | | | 30 | | | $ | 1.268 billion | | | $ | 1.355 billion | | | $ | 1.403 billion | | USIS Operating Income | | | 20 | | | $ | 468.3 million | | | $ | 514.5 million | | | $ | 550.2 million |
EstablishmentEvaluation of Individual NEO Performance Objectives
Individual personalobjectives for our NEOs and other members of the senior leadership team are typically developed in the first quarter of each year, in connection with the preparation of the Company’s business plan and overall strategy. Individual AIP objectives are specific to each executive officer positionNEO but also intended to support our enterprise-wide initiatives. The 2020 performance objectives for each of our NEOs, which were established in the first quarter of 2020, are set forth on pages 46-48 and may relate to:reflect our focus on the following: | • | execution on our EFX2020 cloud technology, data and security transformation strategy; | | • | strategic growth through new product innovation, technology and analytical services, product synergies, acquisitions that provide greater geographic diversity and expansion of data sources; |
| www.equifax.com | EQUIFAX INC | 2021Proxy Statement | 44 |
| • | 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. |
Personal objectives forIn the NEOs and other senior management are set atsecond quarter of 2020, following consideration of the start of each fiscal year and approvedchallenges raised by the CEO. AtCOVID-19 pandemic and potential impact on the compensation program, the Committee made an adjustment to the 2020 AIP to require all AIP-eligible employees, including our NEOs, to establish an additional individual objective designed to meet the unique business challenges presented by the pandemic. This new, COVID-specific objective was incorporated as an addition to the non-financial goals that comprise 20% of the overall AIP opportunity. The COVID-specific goal established for each of our NEOs is set forth on pages 46-48. The Committee determined that, other than the addition of the aforementioned COVID-specific AIP objective, no structural changes or adjustments to the metrics or goals of the compensation program were necessary after evaluating the potential impacts of the pandemic, because the current program appropriately aligns pay and performance.
Following the end of 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 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 2020, 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). The 2016 individual performance ratings are described below for each NEO, all of whom had objectives related 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.Cybersecurity Performance Measure
2016In 2020, the Compensation Committee retained a cybersecurity performance measure as one of the metrics under the AIP. The Committee believes that a cybersecurity performance measure that impacts compensation supports the Company’s goal of leading our industry in data security. Performance relating to the cybersecurity metric could not increase, but it could decrease, the actual amount payable under the 2020 AIP. The extent of this reduction could range between 0% to 25% of the total AIP amount otherwise payable.
The Compensation Committee, in consultation with the Technology Committee, established this objective cybersecurity performance measure to assess the Company’s progress in improving its security program. The Company’s security program is measured against goals established with respect to the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework, which is a voluntary framework consisting of standards, guidelines and best practices to manage cybersecurity-related risk. The NIST framework guides organizations in managing and reducing their cybersecurity risks across five identified functions of a holistic cybersecurity program: identify, protect, detect, respond and recover. The Compensation Committee, based on the recommendation of the Technology Committee, established a threshold and target level of achievement for the 2020 AIP cybersecurity performance measure based on the NIST framework. These levels measure the progress the Company has made in enhancing its cybersecurity program. The target level is intended to be challenging yet reasonably achievable. A third-party consulting firm assisted the Technology Committee in measuring the Company’s progress for 2020 for purposes of evaluating the effectiveness of the Company’s overall security program. For 2020, the Company’s performance for the cybersecurity measure was above target. As a result, the AIP amounts otherwise payable to the NEOs were not reduced. | EQUIFAX INC | 2021Proxy Statement | 45 |
Summary of 2020 Annual Cash Incentive Awards In February 2017,2021, the Compensation Committee reviewed each NEO’s performance against the pre-established 20162020 performance goals as approved by the Committee. Awards could range from 0% of the executive’s award goal (for performance below the threshold level) to 200% of the individual’s award target (for performance at or above the maximum level). Awards paid to our NEOs under the 2020 AIP were determined based upon achievement measured against specified financial goals (80% weighting) and individual objectives (20% weighting). As described above, the Company’s performance for the cybersecurity measure was above target and AIP amounts otherwise payable were not reduced. The target incentives,and maximum performance factors and weightings,incentives, along with 2016a summary of the actual 2020 awards forearned by the NEOs, are set forth in the table below. A detailed description of how 2016each NEO’s 2020 incentive awards wereaward was achieved follows the table. Named
Executive
Officer | | Base
Salary
($) | | Target Incentive
(as Percentage
of Salary) (%) | | Target
Incentive
($) | | Maximum
Incentive
($)(1) | | Performance Factors
and Weighting | | Achievement
(%) | | FY2016
Incentive as
Percentage of
Target (%) | | 2016
Incentive
($) | | Base
Salary
($)(1) | | Target Incentive
(as Percentage
of Salary) (%) | | Target
Incentive
($) | | Maximum
Incentive
($)(2) | | Achievement
(as Percentage
of Salary) (%) | | Earned 2020
Incentive as
Percentage of
Target (%) | | 2020
Incentive
($) | | R. Smith | | 1,450,000 | | 105 | | 1,522,500 | | 3,045,000 | | Corporate Results, 80% Individual Results, 20% | | 210 | | 200 | | 3,045,000 | | | M. Begor | | | 1,557,692 | | 100 | | 1,557,692 | | 3,115,385 | | 200 | | 200 | | 3,115,385 | | J. Gamble | | 632,243 | | 60 | | 379,346 | | 758,692 | | Corporate Results, 80% Individual Results, 20% | | 120 | | 200 | | 758,692 | | 711,424 | | 85 | | 604,710 | | 1,209,421 | | 170 | | 200 | | 1,209,421 | | 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 | | 597,116 | | 80 | | 477,692 | | 955,385 | | 160 | | 200 | | 955,385 | | C. Rushing | | 492,752 | | 60 | | 295,651 | | 591,302 | | Corporate Results, 80% Individual Results, 20% | | 114 | | 190 | | 561,737 | | | B. Koehler | | | 675,481 | | 75 | | 506,611 | | 1,013,221 | | 150 | | 200 | | 1,013,221 | | S. Singh | | | 592,308 | | 80 | | 473,846 | | 947,693 | | 157 | | 196 | | 930,418 |
(1)
| (1) | Amounts for 2020 reflect an additional 27th pay period, applicable to all employees, due to the leap year calendar. | | (2) | The maximum incentive for each is 200% of Target. |
Determination of each NEO’s Performance and Annual Cash Incentive Mark BegorEQUIFAX INC. - 2017 Proxy Statement32I Chief Executive Officer | Objectives | | Target
Level | | | Actual
Results | | | Actual as a
% of Target | | | 2020
Incentive | | | Corporate Adjusted EPS | | $ | 5.75 | | | $ | 6.99 | | | | 200 | | | $ | 2,025,000 | | | Corporate Operating Revenue | | $ | 3.724 billion | | | $ | 4.142 billion | | | | 200 | | | $ | 467,308 | | | Individual Objectives | | $ | 311,538 | | | | Distinguished | | | | 200 | | | $ | 623,077 | |
Mr. Begor achieved a rating of “Distinguished” based on his achievements on objectives for 2020. These achievements included: | • | Leading the Company to achieve unprecedented revenue growth, delivering $4.1 billion of revenue in 2020 and outperforming the market. | | • | Completing each of the strategic imperatives under our EFX2020 cloud data, technology and security transformation, including driving significant progress with respect to U.S. data migrations, releasing new cloud-native solutions and positioning the Company for significant progress in 2021. | | • | Accelerating new product development and the deployment of global platforms by releasing 44% more new products in 2020 as compared to 2019 and recruiting strong new talent in product-focused roles, including a new Chief Product Officer. | | • | Recruiting several new members of our leadership team in key functions that are critical to lead the Company into a new period of growth. | | • | Leading efforts to evolve our culture of inclusion and diversity through establishing employee networks, instilling a clear focus on diverse talent acquisition, retention and engagement, encouraging open dialogues and courageous conversations and requiring unconscious bias training for all leaders. | | • | Developing and executing on our mergers and acquisitions strategy, including recruiting and hiring our new Senior Vice President of Corporate Development and increasing our acquisition activity to build growth. | | • | Overseeing the resolution in the first quarter of 2020 of the remaining U.S. litigation and regulatory investigations arising from the 2017 cybersecurity incident. | | • | Driving the completion of our three-year security transformation to become an industry leader in security. | | • | (COVID-19) Leading the Company’s strong response to the challenges presented by COVID-19, with a focus on employee health and safety, data protection and security, employee engagement and recognition, consumer support and development of customer insights. |
| www.equifax.com | EQUIFAX INC | 2021Proxy Statement | 46 |
Determination of Each NEO’s Performance and Annual Cash Incentive
Richard F. Smith, Chairman and CEO
| Objectives | | Target
Level | | | Actual
Results | | | Actual as a %
of Target | | | 2016
Incentive | | Corporate Adjusted EPS | | $ | 4.979 | | | $ | 5.52 | | | | 200 | | | $ | 1,979,250 | | Corporate Operating Revenue | | $ | 3.046 billion | | | $ | 3.14 billion | | | | 200 | | | $ | 456,750 | | Individual Objectives | | $ | 304,500 | | | | Distinguished | | | | 200 | | | $ | 609,000 |
Mr. Smith achieved a rating of “Distinguished” on his individual objectives for 2016. These objectives included:
• | Executing the Company’s strategy of diversifying and deepening product offerings to improve financial performance in all the business units in a highly challenging global business environment, generating the strong financial results previously noted in this CD&A. | | | • | Leading the Company’s efforts to continue strategically building 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 expanding 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. | | | • | Diversifying data sources and products. | | | • | Maximizing the use of analytics and decisioning technology to differentiate the Company’s product offerings. | | | • | Implementing measures to control expense growth in line with revenue growth; driving operational efficiencies through LEAN and other continuous business process improvements. | | | • | Driving a performance-driven culture to deliver sustained long-term business growth; retaining and developing a strong leadership team; and demonstrating exemplary leadership and values. |
John GambleI Corporate Vice President and Chief Financial Officer | Objectives | | Target
Level | | | Actual
Results | | | Actual as a %
of Target | | | 2016
Incentive | | Corporate Adjusted EPS | | $ | 4.979 | | | $ | 5.52 | | | | 200 | | | $ | 493,150 | | Corporate Operating Revenue | | $ | 3.046 billion | | | $ | 3.14 billion | | | | 200 | | | $ | 113,804 | | Individual Objectives | | $ | 75,869 | | | | Distinguished | | | | 200 | | | $ | 151,738 |
| Objectives | | Target
Level | | | Actual
Results | | | Actual as a
% of Target | | | 2020
Incentive | | | Corporate Adjusted EPS | | $ | 5.75 | | | $ | 6.99 | | | | 200 | | | $ | 786,124 | | | Corporate Operating Revenue | | $ | 3.724 billion | | | $ | 4.142 billion | | | | 200 | | | $ | 181,413 | | | Individual Objectives | | $ | 120,942 | | | | Distinguished | | | | 200 | | | $ | 241,884 | |
Mr. Gamble achieved a rating of “Distinguished” based on his individualachievements on objectives for 2016.2020. These objectivesachievements included: | • | Continuing to improve business performance transparency and performance drivers in the management of financial monitoring, reporting and analysis to achieve the 2016 corporate budget. | | | • | Implementing a capital planning processDeveloping and effectively managing the Company’s capital structure (including completionour 2020 enterprise budget and resource realignment efforts in support of a $775 million public notes offering in May 2016), credit ratings, access to capitalour EFX2020 strategic imperatives 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 financial reporting and financial controls capabilities, including development of corporate and business unit “dashboard” reporting to provide expanded insights to support enterprise growth. | | • | 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 effectivestrong 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. | | organic growth initiatives. | | • | Further developing talent within the global finance organization, skillsincluding increasing diversity and capabilities.focusing on entry level talent development. | | • | (COVID-19) Renegotiating our revolving credit facility and overseeing a successful $1 billion public debt offering in the second quarter of 2020 in order to increase liquidity and provide additional financial flexibility. Leading financial re-baselining, oversight, profitability and investment strategies in relation to COVID-19. | | |
Rudy PloderJohn J. Kelley III, Corporate ViceI President, Chief Legal Officer and Corporate SecretaryWorkforce Solutions | 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 |
| Objectives | | Target Level | | | Actual
Results | | | Actual as a
% of Target | | | 2020
Incentive | | | Corporate Adjusted EPS | | $ | 5.75 | | | $ | 6.99 | | | | 200 | | | $ | 286,615 | | | EWS Operating Revenue | | $ | 1.035 billion | | | $ | 1.438 billion | | | | 200 | | | $ | 286,615 | | | EWS Operating Income | | $ | 453 million | | | $ | 730 million | | | | 200 | | | $ | 191,077 | | | Individual Objectives | | $ | 95,538 | | | | Distinguished | | | | 200 | | | $ | 191,077 | |
Mr. KelleyPloder achieved a rating of “Distinguished” based on his individualachievements on objectives for 2016.2020. These objectivesachievements included: | • | DirectingLeading Workforce Solutions to deliver exceptional financial results, with 51% year-over-year revenue growth in 2020 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 (both62% revenue growth in the U.S. and internationally). | | fourth quarter of 2020. | | • | Continuing to improve business unit supportDelivering on a multi-year employment records growth strategy, which yielded over 114 million active records in 2020, up 9% from 2019, and alignment. | | over 1 million employer contributors. | | • | ContinuingLeading the Company with the highest level of new product innovation among the business units relative to refine2019. | | • | Retaining and build outengaging a high performing team and building depth in key functions across the Company’s global security organization.business unit. | | • | Successfully deploying digital self-service capabilities across all contact claims centers and e-commerce capabilities integrating all modern tools available. | | • | (COVID-19)Maintaining rigorous health and safety protocols for essential roles in call centers, allowing the Company to continue serving customers and achieve approximately 4x year-over-year growth in unemployment claims processed. |
EQUIFAX INC. - 2017 Proxy Statement33
| EQUIFAX INC | 2021Proxy Statement | 47 |
• | Enhancing the Company’s global sourcing organization, including expanding the impact of negotiation center of excellence and deploying a new strategic model to select vendors. | | | • | Resolving several complex litigation matters and managing regulatory compliance. | | | • | Leveraging organizational changes to rotate and develop talent. | | | • | 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. |
Bryson R. KoehlerRodolfo O. Ploder, President – Workforce SolutionsI Chief Technology Officer | Objectives | | Target
Level | | | Actual
Results | | | Actual as a %
of Target | | | 2016
Incentive | | Corporate Adjusted EPS | | $ | 4.979 | | | $ | 5.52 | | | | 200 | | | $ | 180,000 | | Workforce Solutions Operating Revenue | | $ | 649 million | | | $ | 702 million | | | | 200 | | | $ | 180,000 | | Workforce Solutions Operating Income | | $ | 271 million | | | $ | 296 million | | | | 200 | | | $ | 120,000 | | Individual Objectives | | $ | 60,000 | | | | Distinguished | | | | 200 | | | $ | 120,000 |
| Objectives | | Target Level | | | Actual
Results | | | Actual as a
% of Target | | | 2020
Incentive | | | Corporate Adjusted EPS | | $ | 5.75 | | | $ | 6.99 | | | | 200 | | | $ | 658,594 | | | Corporate Operating Revenue | | $ | 3.724 billion | | | $ | 4.142 billion | | | | 200 | | | $ | 151,983 | | | Individual Objectives | | $ | 101,322 | | | | Distinguished | | | | 200 | | | $ | 202,644 | |
Mr. PloderKoehler achieved a rating of “Distinguished” based on his individualachievements on objectives for 2016. His objectives2020. These achievements included: | • | Growing The Work Number instant employment verification database, expanding strategic partnershipsDriving significant progress toward implementation of the Equifax Cloud, including migrating over 50 billion records and improving47,000 customers to the Company’s data analytic capabilityfabric, decommissioning 1,098 applications and use of trended data. | | rebuilding 710 more, and closing 6 legacy data centers. | | • | Diversifying growthAchieving substantial improvements in verification services,key metrics based on new technology and new ways of working, including implementing targeted strategiesreduction in latency and sales execution objectives to increase market share and deliver quality services and expanding channel partnerships and the enterprise selling model. | | in new product innovations. | | • | Maximizing employer compliance with the Affordable Care Act. | | Leading revitalization of new product capability by attracting new talent and building an effective new enterprise focus on product to accelerate growth. | | • | LeveragingAssessing and developing talent strategyacross the technology organization, including enhancing skill sets and certifications related to source internal candidates to ensure Workforce Solutions has talent for future growth. | | cloud technology and product development. | | • | Deploying strategies to provide solutions for client human resources compliance challenges, including developing a best in class compliance solution. | | Serving as co-executive sponsor of the Company’s Black Organization For Leveraging Differences (BOLD) employee affinity network and driving cultural initiatives and engagement efforts. | | • | Increasing our leadership position in unemployment claims management. | | Ensuring continued progress with respect to the Company’s compliance with actions required pursuant to consent orders related to the 2017 cybersecurity incident. | | • | Executing acquisition growth strategy, including identification(COVID-19) Leading the highly-effective transition of potential targets with desired strategic, financialthe vast majority of the workforce to a work-from-home protocol by enabling secure and cultural characteristics.stable technology. |
Sid SinghCoretha M. Rushing, Corporate ViceI President, and Chief Human Resources OfficerUSIS | 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 |
| Objectives | | Target
Level | | | Actual
Results | | | Actual as a
% of Target | | | 2020
Incentive | | | Corporate Adjusted EPS | | $ | 5.75 | | | $ | 6.99 | | | | 200 | | | $ | 284,308 | | | USIS Operating Revenue | | $ | 1.355 billion | | | $ | 1.483 billion | | | | 200 | | | $ | 284,308 | | | USIS Operating Income | | $ | 515 million | | | $ | 544 million | | | | 182 | | | $ | 172,262 | | | Individual Objectives | | $ | 94,769 | | | | Distinguished | | | | 200 | | | $ | 189,539 | |
Ms. RushingMr. Singh achieved a rating of “Exceeds”“Distinguished” based on her individualhis achievements on objectives for 2016.2020. These objectivesachievements included:
| • | Deploying enterprise talent acquisition strategyLeading USIS to address critical talent needs, including activating frontline manger engagement survey action plansachieve over 14% revenue growth in 2020 by acquiring new customers, accelerating new product innovations and launching an enterprise-wide real-time recognition program. | | positioning the business for additional growth in 2021. | | • | Expanding learningBuilding substantial new commercial capabilities, processes, skills and career development programs and opportunities. | | incentives to drive growth. | | • | Designing a construct for reframing total rewardsMaking strong progress on data strategy, including expanding data furnishers and implementing new exchange programs to respond to changing market and business requirements. | | new use cases. | | • | ContinuingRecruiting several new team leaders in key functions, including product and technology, that are critical to improve Company human resources supportenable continued innovation and programs. | | growth. | | • | Leveraging human resources systemsExecuting on strategic imperatives under our EFX2020 strategy, including efforts related to maximize utilizationthe migration of metrics for improved workforce analytics. | | customers and exchanges to the Equifax Cloud. | | • | Designing and deploying a(COVID-19)Implementing an effective COVID-19 response strategy to increase alignment between corporate prioritiesmeet the challenges facing employees, customers and The Equifax Foundation. | | | • | Further developing skillsgovernmental agencies, as well as the mortgage and capabilities in the global human resources organization. | | | • | Providing effective support for mergers, acquisitions and other enterprise initiatives, including the $1.9 billion acquisition and successful integration of Veda Group Limited.credit industries generally. |
Long-Term Equity Incentive Compensation
Summary. In 2016, the NEOs received annual equity awards comprised of a mix of performance shares and RSUs.
•www.equifax.com | 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 other 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. | | EQUIFAX INC | 2021Proxy Statement | | • | RSUs provide motivation and retentive value through three-year cliff vesting schedules.48 |
EQUIFAX INC. - 2017 Proxy Statement34
2020 Long-Term Equity Incentive Compensation Overview 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 thetheir 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 In February 2020, based on our then-current progress toward successful execution on our EFX2020 performance goals, the Committee reverted to the general structure of the 2018 LTI program and significantly reduced target values for 2016 declinedthe long-term incentives as compared to 0.4%the enhanced LTI opportunities provided in 2019. The Committee determined it was appropriate to continue use of premium-priced options for an additional year to reinforce the focus on the EFX2020 strategic initiatives and approved a 2020 LTI award mix that includes TSR performance shares (weighted 50%), from 0.5%premium-priced stock options (weighted 25%) and time-based RSUs (weighted 25%). The components of the 2020 LTIP are: | • | TSR performance shares, which have a value based on the performance of our stock relative to companies in the S&P 500 Index over a three-year period. | | • | Premium-priced stock options, with ratable vesting over three years and exercise prices set at a premium to the fair market value on the date of grant. | | • | Time-based RSUs, which accomplish retention objectives through a three-year cliff vesting schedule while also augmenting the alignment of management and shareholder interests. |
Following the global outbreak of the COVID-19 pandemic in 2015. See “CEO Benchmarking”March 2020, the Committee regularly evaluated the potential impacts of the pandemic on page 28 for a discussion of how the CEO’sCompany’s long-term incentive opportunity was calculated.program. After review, the Committee determined that no structural changes or adjustments to the metrics or goals of the program were necessary, as the current program appropriately aligns pay and performance. 2020 LTIP Elements TSR Performance Shares This performance metric aligns with shareholder interests as higher cumulative TSR results in higher returns for shareholders. Performance shares will be 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. This metric aligns with shareholder interests as higher cumulative TSR results in higher returns for shareholders as well as ensuring a correlation between performance and payouts. Performance shares granted prior to 2017 do not accrue dividend equivalent units. units, which are payable only with regard to earned shares that are delivered upon settlement. Payouts in February 2023 (if any) for the performance shares awarded on February 21, 2020 will be based on the following scale, with straight-line interpolation between the threshold and maximum levels: | TSR PERFORMANCE SHARES: 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 number of TSR performance shares payable is the target award multiplied by a percentage (from 0% to 200%), calculated by taking thean average of the payout percentages achieved for each of the last four quarters of the performance period based uponon 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 is designed to counterbalancecounterbalances potential late performance period volatility and reflectreflects performance over the wholea longer period. See “Actions Taken with Respect to 2017 Compensation” on page 40 for information regarding the 2017 performance share grants. Payouts forIf our team does not deliver threshold performance, the value of the performance shares awarded on February 18, 2016 will be as follows$0. In addition, in February 2019, with straight-line interpolation between the threshold and maximum levels:
PERFORMANCE SHARE PERFORMANCE/PAYOUT SCALEevent our cumulative TSR is negative over the three-year performance period, the payout is capped at 100% of the target shares, irrespective of our TSR percentile rank versus peers.
Company TSR
PercentileEQUIFAX INC | 2021Proxy Statement | 49 |
| Back to Contents | | | Performance Share Payout as a
% of Target | 90th | | 200% | 70th | | 150% | 50th | | 100% | 30th | | 50% | Below 30th | | 0% |
Premium-Priced Stock Options RSUs representThe use of premium-priced stock options tightens the link between our long-term incentive compensation and creation of shareholder value by ensuring that executives receive gains only after a promisepreferred return is first delivered to issue unrestricted sharesinvestors, thereby reducing the possibility that broad industry or market growth, as opposed to Company-specific performance, leads to executive gains. If our team is not able to drive share price returns in excess of the exercise price before the expiration date, the realized value of these stock options will be $0.
The exercise prices of stock options granted in 2020 were set above the fair market value of our common stock once applicable service vestingin two equally weighted tranches, with exercise prices of 110% and performance requirements are satisfied.120% of the fair market value of our stock. The premium-priced stock options vest one-third on each one-year anniversary of the grant date, assuming continued employment with the Company. The term of the premium-priced stock options is six years from the grant date. RSUs We use RSUs to encourage retention of our employees over the long-term and simultaneously inspire our team to focus on corporate performance. The RSUs issued to our NEOs vest on the third anniversary of the grant date. RSUs granted prior to 2017 do not accrue dividend equivalent units. The value of RSUs varies directly with the market price of our common stock, but since somewhich creates an added incentive to make decisions that will build shareholder 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 regardingover the 2017 RSU grants.long term. 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 Incentive2020 LTI Grant Values.Values The Compensation Committee determined 2020 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 RSUs based on apremium-priced stock price of $100.89 at February 18, 2016, using pre-arranged proportions for each. The CEO’s mix was not pre-determined and the final mix of 70% performance shares/30% RSUs resulted from applying the full indicated pay increase to performance shares. The mix was 66⅔% performance shares and 33⅓% RSUs for the other NEOs. By using this approach, the number of RSUs varies from year to yearoptions based on the stock price, even ifgrant date fair value of the award on the relevant grant date. The grant date fair value at grant stays consistent from year to year.of performance shares is based on the Monte Carlo equity valuation model. 2016 Long-Term Incentive Awards. The Committee approved equity awards to the NEOs on February 18, 2016. The following table details the target grant value used by the Compensation Committee to determine the number of performance shares, RSUs and RSUs.premium-priced stock options granted to each NEO in 2020. Actual grant date values, computed in accordance with applicable accounting standards, are disclosed in the “20162020 Grants of Plan-Based Awards” table on page 43.60. The actual value of equity awards that may be realized by the NEOs will depend on their continued service and our future stock price performance.
EQUIFAX INC. - 2017 Proxy Statement35
FEBRUARY 2016 TARGET GRANT VALUE FOR EQUITY2020 LTI AWARDS
| Name | | Target Grant
Value ($) | | 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 February 2020, based on our then-current progress toward successful execution on our EFX2020 performance goals, the Committee significantly reduced target values for the long-term incentives as compared to the enhanced LTI opportunities provided in 2019. As compared to 2019, the target 2020 LTI opportunities represented a 26% decrease for our CEO and an average decrease of 45% for our other NEOs. 2014-2016The Committee determined it was appropriate to continue the use of premium-priced options for an additional year to reinforce the focus on the EFX2020 strategic initiatives and approved a 2020 LTI award mix that included TSR performance shares (weighted 50%), time-based RSUs (weighted 25%) and premium-priced stock options (weighted 25%).
| Name(1) | | Target Grant
Value ($) | | Target Number of
Performance Shares
Granted | | Number of
RSUs Granted | | Number of
Premium-Priced
Options Granted | | M. Begor | | 8,100,000 | | 18,754 | | 12,694 | | 100,240 | | J. Gamble | | 1,500,000 | | 3,473 | | 2,351 | | 18,563 | | R. Ploder | | 1,100,000 | | 2,547 | | 1,724 | | 13,613 | | B. Koehler | | 1,000,000 | | 2,316 | | 1,567 | | 12,376 | | S. Singh | | 1,100,000 | | 2,547 | | 1,724 | | 13,613 |
| (1) | The Committee approved annual equity awards to each of the NEOs with a February 21, 2020 grant date. The closing stock price on such date was $159.53. |
2018-2020 Performance Share Awards In February 2017,2021, the Compensation Committee approved the vesting and payment of the FY2014-FY2016FY2018-FY2020 performance shares at 200%164.1% of their target award level. The Committee’s determination was based on the Company’s achievement of total shareholder return relative to companies in the S&P 500 Index (as constituted on the initial grant date, subject to certain adjustments) over the three-year performance period ended December 31, 2016.2020. The number of performance shares payable was the target award multiplied by a percentage (from 0% to 200%) that was calculated by taking the average of the payout percentages achieved forthrough each of the last four quarters of the performance period, based upon | www.equifax.com | EQUIFAX INC | 2021Proxy Statement | 50 |
the Company’s cumulative TSR percentile ranking through the end of each such quarter, as shown in the “Outstanding Equity Awards at 20162020 Fiscal Year-End” table on page 45.pages 62-64. The FY2014-FY2016FY2018-FY2020 performance share awards were paid to those NEOs (Messrs. Gamble and Ploder) who were executive officers in February 2018 at the time such awards were granted. Actions Taken with Respect to 2021 Compensation Annual Incentive Plan Financial Goals Beginning in 2021, the Company will no longer exclude costs related to the 2017 cybersecurity incident when calculating Adjusted EPS, one of the two key financial metrics under the AIP. Security Goal Following the 2017 cybersecurity incident, the Committee added a cybersecurity performance measure as one of the metrics under the AIP, in order to promote a Company-wide focus on data security and reinforce our overall security program goals. Achievement of the cybersecurity metric could not increase annual incentive compensation, but failure to meet it could decrease the award otherwise payable. This cybersecurity performance measure was a unique provision that was not used by our peers, but the Committee believed the use of the measure was important in light of the 2017 cybersecurity incident and to evidence our commitment to cybersecurity. Since 2018, we have invested an additional $1.5 billion in our security and cloud technology transformation and achieved our goal of becoming an industry leader in data security. Each year since the cybersecurity metric was added to the AIP, our security program performance has been above target. Given the significant progress we have made in strengthening our data security program, the positive feedback we have received from shareholders on incorporating cybersecurity performance in the executive compensation program, the continued importance of prioritizing cybersecurity in our strategic priorities, and in an effort to further align pay practices with our peers, the Committee determined to move cybersecurity from a single Company-wide AIP performance metric to a required component of the non-financial goals that comprise up to 20% of the 2021 AIP opportunity for eligible employees (including the NEOs) who have such goals. As a result, beginning in 2021, Equifax employees (other than the CEO) who participate in the AIP will have a mandatory security-focused performance goal, making data security an integral and consistent element of the expected performance of our employees. CEO Goals and Target Award Opportunity On February 4, 2021, we entered into a letter agreement with our CEO that amends certain terms of his original employment agreement, including (i) specifying that Mr. Begor’s AIP award will be determined exclusively based upon achievement measured against Company financial goals (rather than 80% financial goals and 20% individual objectives) and (ii) increasing his target AIP award opportunity from 100% to 120% of base salary. In making these changes, the Committee considered Mr. Begor’s leadership role in the Company’s effort to regain the confidence of customers and consumers following the 2017 cybersecurity incident and his strategic, visionary and innovative leadership in driving a $1.5 billion cloud data and technology transformation across the global enterprise. These AIP changes were intended to ensure Mr. Begor’s continued leadership and to further align realized pay with long-term shareholder value and the continued success of our business strategy. See “CEO Employment Agreement” on pages 53-54 for a detailed description of this agreement. Long-Term Incentive Plan Based on a 91% approval of our compensation program at the 2020 Annual Meeting and direct engagement with nearly 47% of our shareholder base since that time, our investors have expressed support for our overall compensation strategy, including our LTI program. In February 2021, in connection with the extension of our CEO’s employment agreement, the Committee approved an LTI award mix for 2021 that consists of TSR performance shares (weighted 60%), time-based RSUs (weighted 20%) and premium-priced stock options (weighted 20%). See “CEO Employment Agreement” on pages 53-54 for more information regarding these awards. The exercise prices of stock options granted to our NEOs (other than Mr. Gamble, who was not then an executive officerCEO in 2021 were set above the fair market value of our stock in two equally weighted tranches, with exercise prices of 110% and 120% of the Company)fair market value of the stock. The premium-priced stock options cliff-vest on December 31, 2025, assuming continued employment with the Company, and have a seven-year term. | EQUIFAX INC | 2021Proxy Statement | 51 |
The changes described above result in 80% of our CEO’s annual LTI award being subject to substantive performance requirements and only 20% being subject to standard time-based vesting. This compares to an equity weighting of 50% each under the terms of the original employment agreement. Moreover, the inclusion of premium-priced stock options in place of traditional stock options tightens the link between the CEO’s LTI compensation and the creation of shareholder value. The Committee approved a 2021 LTI structure for our NEOs other than the CEO that is generally consistent with the standard award mix we had in place prior to the 2017 cybersecurity incident. For NEOs other than the CEO, the 2021 LTI award mix includes TSR performance shares (weighted 50%), time-based RSUs (weighted 25%) and market-priced stock options with a ten-year term (weighted 25%). This LTI award mix reflects the significant progress we’ve made to return to a position of market leadership following the successful execution of our three-year EFX2020 cloud technology, data and security transformation strategy. Effective for employees hired on or after January 1, 2021, the Committee amended the definition of retirement under the 2008 Omnibus Incentive Plan and other equity-based plans to increase the service requirement from age 55 and five years of service, to age 60 and five years of service. The Committee made these changes in order to align with market practice and to increase the retentive value of future equity awards. CEO Employment Agreement On February 2014.4, 2021, we entered into a letter agreement with our CEO that amends certain terms of his original employment agreement. See “CEO Employment Agreement” on pages 53-54 for a detailed description of this agreement. Other Compensation Program Information Equity Award Grant Practices We have a written policy on equity grants designed to formalize our equity grant practices and ensure that equity awards will be made on specified dates. The Compensation Committee reviews and approves annual equity-based awards to senior executives who are direct reports to the CEO or reporting officers under Section 16 of the Exchange Act in the first calendar quarter of each year (around the time of their annual performance reviews). In accordance with our policy and shareholder-approved 2008 Omnibus Incentive Plan, the Committee has delegated specific authority to the CEO to approve grants to non-executive officers and other eligible employees, typically in the fall of each year following their annual talent review cycle.employees. We may make equity awards at other times during the year for new hires or other reasons, such as a job promotion or as a result of an acquisition. We generally schedule Board and Committee meetings at least a year in advance and, as noted above, make annual equity awards to our NEOs at around the same time every year. 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.receive Company matching contributions. Supplemental Retirement Plan The Supplemental Retirement Plan for Executives of Equifax Inc. (the “SERP”) covers certain of our NEOs (Messrs. Gamble and Kelley were hiredPloder) as well as certain senior executive officers designated by the Compensation Committee. The SERP provides monthly supplemental retirement benefits after the date on which the USRIPretirement. The SERP was closed to new hires and thus have no benefit underparticipants after January 1, 2016. Supplemental Contribution Program In 2016, we amended the USRIP (see “Defined Benefit PensionExecutive Deferred Compensation 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 maintainestablish a qualifiedsupplemental retirement savings plancontributions program (the “401(k) Plan”“Supplemental Contribution Program”) that includes a discretionary Company matchfor senior executive officers designated by the Compensation Committee. The Supplemental Contribution Program provides for an annual contribution equal to 10% of the employee’s pre-tax and after-tax contributions. For NEOs and othersum of the 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% ofexecutive’s base salary and bonus, based on years of credited servicecash incentive earned for the year. Messrs. Begor, Koehler and reduced by benefits fromSingh participate in the defined benefit pension plan. A more complete description of the USRIPSupplemental Contribution Program. Messrs. Gamble and Ploder participate in effect as of December 31, 2016 and the SERP is provided under “Additional Discussion of Material Itemsand are not eligible to participate in Summarythe Supplemental Contribution Program.
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Deferred Compensation and Grants of Plan-Based Awards Tables” on page 43 and “Pension Benefits at 2016 Fiscal Year-End” on page 46.Plans The NEOs and certain other executives are eligible to participate in Company tax-deferredthe Company’s non-qualified deferred compensation plans. These plans allow the participants to elect to defer cash compensation and gains otherwise recognizedreceipt of shares of Company stock on vesting of RSU and performance share awards. Deferred amounts are payable upon the vestingexecutive’s retirement or other termination of RSUs. The purpose of these plans isemployment. Other Benefits We provide our NEOs with benefits generally available to give eligibleour U.S. employees, the opportunity to defer compensation on a pre-tax basisincluding participation 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 compensationemployee stock purchase 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 executivemedical, dental, vision, life insurance and are adjusted daily for any gains or losses.disability insurance benefits. Limited Perquisites Perquisites do not reward any particular performance, but meet certain business objectives, which is why we chooseWe offer limited perquisites to provide them.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; | | | | • | ensuringsupporting executives’ continued health and ability to render services to the Company through an annual physical programprogram; | | • | protecting the health and safety of the CEO by requiring the use of private aircraft for all travel for the CEO, monitoringmajority of home security; |
EQUIFAX INC. - 2017 Proxy Statement36
• | avoiding the executives having personal liability incidents interfere with work responsibilities by providing personal liability insurance; | | COVID-19 pandemic; 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; | | | • | 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.Committee. |
The NEOs are eligible to receive financial planning and tax services in an annual amount of up to $50,000 for the CEO and $10,000 for other NEOs ($12,500 in their first year for newly-hired and newly-promoted executives); and comprehensive medical examinations; 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.examinations. The attributed costs of perquisites are included in the “All Other Compensation” column of the Summary Compensation Table on page 4158 and Note 8 thereto. Since 2011, we no longerWe do not provide tax reimbursement on the value of the applicable perquisite.perquisite other than certain relocation and foreign tax expenses. CEO Employment Agreement On February 4, 2021, the Company entered into a letter agreement (the “Letter Agreement”) with our CEO which amends certain terms of the employment agreement between the Company and Mr. Begor dated March 27, 2018 (the “Original Employment Agreement” and, as amended by the Letter Agreement, the “Employment Agreement”). The Letter Agreement provides for a five-year term of employment, ending on December 31, 2025. This change in conjunction with those described below is intended to ensure Mr. Begor’s continued leadership and to further align realized pay with long-term shareholder value and the continued success of our business strategy. Since joining Equifax as CEO in 2018, Mr. Begor led the effort to regain the confidence of customers and consumers following the 2017 cybersecurity incident and drove a $1.5 billion cloud data and technology transformation across the global enterprise. This cloud data and technology transformation has repositioned Equifax as a global data, analytics and technology leader with industry-leading security. The Board believes that Mr. Begor’s strategic, visionary and innovative leadership and in-depth knowledge of our business make him uniquely qualified to continue to lead the Company and execute our strategy for shareholder value creation. Under the Employment Agreement, Mr. Begor’s annual base salary is $1.5 million, subject to increase, but not decrease, by the Board or the Compensation Committee. The Letter Agreement increases Mr. Begor’s target annual cash incentive award opportunity from 100% to 120% of his annual base salary, commencing in 2021. The Letter Agreement also specifies that, commencing in 2021, Mr. Begor’s annual cash incentive award will be determined exclusively based upon achievement measured against specified Company financial goals, rather than 80% Company financial goals and 20% individual objectives. Mr. Begor’s 2020 long-term incentive award minimum target grant date value was increased to $8.1 million by the Compensation Committee. Under the terms of the Letter Agreement, commencing in 2021, the minimum target grant value of Mr. Begor’s annual long-term incentive award has been replaced with a fixed target grant value of $10.1 million. Commencing in 2021, the components of Mr. Begor’s annual long-term incentive award will consist of (i) 60% performance shares, (ii) 20% premium-priced stock options and (iii) 20% time-based RSUs. Each grant of premium-priced stock options will cliff vest on the later of (i) December 31, 2025 and (ii) the third anniversary of the date of grant. The premium-priced stock options granted in 2021 and 2022 will have a seven-year term and the premium-priced stock options granted in 2023, 2024 and 2025 will have a six-year term. Each award of premium-priced options will be split evenly into two equally weighted tranches, based on fair value on the grant date, with exercise prices set at premiums of 110% and 120% to the fair market value of a share of our common stock on the applicable date of grant. The changes described above result in 80% of Mr. Begor’s annual long-term incentive award being subject to substantive performance requirements and only 20% being subject to time-based vesting. This compares to an equal weighting of 50% each under the terms of the Original Employment Agreement. The Letter Agreement includes premium-priced | EQUIFAX INC | 2021Proxy Statement | 53 |
stock options in place of traditional stock options that were contemplated under the terms of the Original Employment Agreement, which tighten the link between long-term incentive compensation and creation of shareholder value. Mr. Begor’s annual long-term incentive award will be subject to the Company’s enhanced clawback policy whereby the Board may recover incentive compensation awarded to employees in the event of misconduct or failure of oversight that results in significant financial or reputational harm, irrespective of whether there has been a financial restatement. Mr. Begor participates in the Company’s incentive, savings, retirement and welfare benefit plans and programs made available to senior executives. The Employment Agreement provides for perquisites that include health care and a financial planning allowance. These perquisites serve the important business purposes of ensuring that our CEO is aware of his personal health and receives adequate assistance in managing his personal finances, each of which enables him to focus his time on managing our business. If Mr. Begor is terminated by the Company without “cause” (other than due to “disability” or death) or resigns for “good reason” (each as defined in the Employment Agreement), he will be entitled to receive, provided he signs a release of claims against the Company and complies with applicable restrictive covenants: (i) a severance payment equal to twice the sum of (x) his annual base salary and (y) his target annual incentive opportunity for the year of termination, (ii) any accrued but unpaid annual incentive plus a pro rata annual incentive for the year of termination, (iii) full acceleration of vesting as of the termination date of his new hire award (subject, in the case of performance-based awards, to certification by the Board of the Company’s performance), (iv) for all other equity awards (except as described below for the long-term incentives awards commencing in 2021), continued vesting under the Company’s equity incentive plan until the second anniversary of the termination date (subject, in the case of performance-based awards, to certification by the Board of the Company’s performance), with vested stock options being exercisable until the second anniversary of termination (or, to the extent such options vest within the 90 days before such second anniversary, until such 90 day period after such vesting has elapsed) (but not beyond their original expiration date) and (v) access to the Company’s health plan for two years or the lesser period permitted by the Company’s general benefits plans and applicable law and monthly payments of or an amount equal to premiums for continuation of healthcare coverage under Section 4980B of the Internal Revenue Code (“Code”) or comparable law (“COBRA”) for 24 months. If Mr. Begor is terminated by the Company without cause (other than due to disability or death) or resigns for good reason, in each case on or following April 17, 2023, the annual long-term incentive awards granted to Mr. Begor in 2021 through 2025 will continue to vest until the earlier of the applicable vesting date and the second anniversary of the date of his termination of employment, with each such award becoming vested in accordance with the original vesting schedule. Upon the second anniversary of any such termination of employment, each such outstanding award will vest on a pro-rated basis determined based on the portion of the original vesting schedule that has elapsed through such second anniversary (subject, in the case of performance shares, to certification by the Board of the Company’s performance following the end of the applicable performance period). Following any such termination of employment, Mr. Begor will have 36 months to exercise his vested options (or, if earlier, until the applicable expiration date of the option). If Mr. Begor is terminated by the Company without cause (other than due to disability or death) or resigns for good reason within the period six months prior to and two years after a “change in control” (as defined in the Employment Agreement), he will be entitled to receive, provided he signs a release of claims against the Company and complies with applicable restrictive covenants, (i) a lump sum payment equal to three times the sum of (x) his annual base salary and (y) his target annual incentive opportunity for the year of termination, (ii) any accrued but unpaid annual incentive plus a pro rata annual incentive for the year of termination, (iii) full vesting of any outstanding equity awards (subject, in the case of performance-based awards, to the determination of achievement of the performance measures in accordance with the applicable award agreement and incentive plan) and (iv) access to the Company’s health plan for two years or the lesser period permitted by the Company’s general benefits plans and applicable law and monthly payments of or an amount equal to premiums under COBRA for 24 months. Mr. Begor is required to own and hold Company stock having a value equal to six times his annual base salary within five years of his appointment. The Employment Agreement contains confidentiality, non-competition and non-solicitation restrictions during the term of the Employment Agreement and Change in Control Severance Agreementsfor certain specified periods thereafter, that are comparable to the restrictions applicable to other senior executives. We entered into anExcept for Mr. Begor’s Employment Agreement, employment contract with Mr. Smith upon his hiring in 2005 but such agreements are not used with respect to theany other executive officers, who areofficer, each of whom is 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. Arrangements We have entered intoThe Equifax Inc. 2019 Change in Control Severance Plan (the “CIC Plan”) replaced the prior change in control agreements between the Company and all executive officers who previously were party to an existing change in
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control agreement, including Messrs. Gamble and Ploder. The CIC Plan applies to each of our NEOs and senior executives, except our CEO. The severance benefits applicable to Mr. Begor in the event of a change of control are contained in his employment agreement with our other NEOs, which are more fullythe Company, as described underabove. See “Potential Payments upon Termination or Change in Control Severance Plan.” The objectiveon page 73 for more information on the CIC Plan. Subject to the discretion of having suchthe Compensation Committee, under the 2008 Omnibus Incentive Plan and applicable award agreements, isequity awards granted to allow the participating officersour NEOs include a “double-trigger” change in control provision to focus on their duties during the process of an acquisition by ensuring they receive benefitslimit accelerated vesting in the event of a change in control of Equifax to those situations where an executive is terminated without cause, the Company. The agreements are designedexecutive terminates for good reason or the acquirer fails to reward executives for remaining employed when their prospects for continued employment followingassume 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.awards. Consideration of Certain Tax Effects The Company’s annual tax deduction for compensation paid to each of the NEOs and certain other current or former officers who are subject to the compensation limits of Code Section 162(m) is capped at $1 million. Section 162(m) providespreviously provided an exemption from the $1 million cap for compensation qualifying as “performance-based.” We intend for“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 thoughfor performance-based compensation was repealed effective for tax years beginning after December 31, 2017, and the portionnumber of employees who are considered “covered employees” subject to the CEO’s base salary that exceedsSection 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 ispaid to covered employees will not be deductible in 2018 or future years unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017 and not materially modified on or after such date. The Compensation Committee will continue to consider these implications, including the potential lack of deductibility under Section 162(m). The, 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). 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
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 2016,2020, which was conducted with the assistance of management and the Committee’s outside compensation consultant (FW Cook), covered a wide range of practices and policies. All plans were deemed to have substantial risk mitigators which, in the most material incentive plans, include a balanced mix of fixed and variable pay and short- and long-term incentives; use of multiple performance measures including corporate, business unit and individual performance weightings in incentive plans; a portfolio of long-term equity incentives including time-based and performance-based measures; caps, discretion in payment, oversight by non-plan participants, significant stock ownership guidelines, pre-approval requirements for executive stock transactions; and the existence of policies prohibiting Company stock hedging and pledging and requiring executive incentive compensation recoupment in specified circumstances. The Compensation Committee has also reviewed the Company’s overall enterprise risks and how compensation programs for employees generally impacted individual behavior that could exacerbate these enterprise risks. Board and management processes are in place to oversee risk associated with global compensation programs and practices, including, but not limited to, regular business reviews; alignment of compensation plan goals with our annual and long-term strategic goals and performance expectations; review of enterprise risk management by the Board as part of the annual strategy and budget reviews; and other appropriate internal controls. The Committee concluded that the Company’s compensation plans, programs and policies, considered as a whole, including applicable risk-mitigation features, are not reasonably likely to have a material adverse effect on the Company. EQUIFAX INC. - 2017 Proxy Statement38Policies on Clawback of Incentive Compensation
We have a clawback policy that covers all employees, including executive officers, and applies to equity awards and other incentive compensation awarded to such employees (excluding the one-time new hire award granted to our CEO in May 2018). The Compensation Committee has discretion to apply the policy to recover and recoup incentive compensation in all of the events described below. | EQUIFAX INC | 2021Proxy Statement | 55 |
Stock Ownership RequirementsThe provisions of the policy are summarized in the table below:
| Events that Trigger Action | | Covered Persons | | Covered Awards | | Material restatement with misconduct | | Current and former employees | | Annual and long-term incentives awarded within three-year period preceding the date the misconduct is discovered | | Material restatement without misconduct | | Current and former executives | | Excess amount of annual and long-term incentives awarded within three-year period preceding the restatement date | | Materially inaccurate financial statements or performance metrics with misconduct | | Current and former employees | | Annual and long-term incentives awarded within three-year period preceding the date the misconduct is discovered | | Materially inaccurate financial statements or performance metrics without misconduct | | Current and former employees | | Excess amount of annual and long-term incentives awarded within three-year period preceding the date the inaccuracy is discovered | | Misconduct resulting in significant financial and/or reputational harm and the employee either engaged in the misconduct or failed to fulfill his or her supervisory responsibility to prevent another employee from engaging in such misconduct | | Current and former employees | | Annual and long-term incentives awarded within three-year period preceding the date the misconduct is discovered |
The Compensation Committee recognizespolicy also provides that the critical role that executive stock ownership has in aligningCompany will disclose its decision to take action, the interestsnumber of management with those of shareholders. As such, we maintain a formal stock ownership policy, under whichemployees impacted and their seniority, and the CEO and other senior executives are required to acquire and hold Equifax common stock in anaggregate 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,clawback/forfeiture 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 sizeunderlying circumstances 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 are publicly disclosed. The policy provides that the Committee may takelimit 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 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 whichproceeding against the Company is requiredor its officers or directors, violate applicable law with respect to restate its financialsprivacy, violate legal privilege or the date on which the Company discovers the misconduct, as applicable.breach a contractual obligation.
Under the terms of award agreements issued under our 2008 Omnibus Incentive Plan, employees, including theour 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 RSUsshares 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 Statement39Stock Ownership Requirements
The Compensation Committee recognizes the critical role that executive stock ownership has in aligning the interests of management with those of shareholders. As such, we maintain a formal stock ownership policy, under which our CEO and our other senior executives are required to acquire and hold Equifax common stock with a market value of six times base salary and three times base salary, respectively, within five years of assuming their respective positions. As of the most recent annual measurement date, all of our executive officers were in compliance with our stock ownership requirements. Mandatory Trading Plans for Senior Executives Our insider trading policy prohibits our CEO and other senior executives from purchasing or selling Equifax securities except pursuant to a Rule 10b5-1 trading plan in a form that has been approved by the Office of Corporate Secretary. | www.equifax.com | EQUIFAX INC | 2021Proxy Statement | 56 |
Actions Taken with Respect to 2017 CompensationHedging and Pledging Policies
As partUnder our insider trading policy, our employees, officers and directors are prohibited from purchasing or selling financial instruments (including prepaid variable forward contracts, equity swaps, collars, exchange funds and other derivative securities), or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Equifax securities. We also prohibit our Board-directed shareholder engagement program,directors, officers and employees from holding our stock in 2015 and 2016, we discussed a range of topics with investors, including executive compensation. Certain ofmargin account or pledging our shareholders encouraged us to consider an additional performance measurestock as collateral 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.loan.
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.Mark Feidler, Robert Marcus, Siri Marshall and Messrs. Daleo, Driver, Humann, Marcus and TempletonRobert Selander were the members of the Compensation Committee during 2016.2020. None of these directors is or has been an executive officer of the Company, or had any relationship requiring disclosure by the Company under the SEC’s rules requiring disclosure of certain relationships and related party transactions. None of the Company’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director of the Company or a member of the Compensation Committee during 2016.2020.
EQUIFAX INC. - 2017 Proxy Statement40
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Summary Compensation Table The following table presents information regarding compensation of the named executive officers (the “NEOs”)NEOs for services rendered during 2016, 20152020, 2019 and 2014.2018. The table includes values for contingent compensation such as unvested or unpaid stock awards and unexercised stock options. The executives may never realize the value of certain items included in the column headed “Total,” or the amounts realized may differ materially from those listed in the table. 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
($) | | Richard F. Smith
Chairman and Chief Executive Officer | | 2016 | | 1,450,000 | | 0 | | 7,323,095 | | 0 | | 3,045,000 | | 3,027,100 | | | 119,368 | | 14,964,563 | | | | 2015 | | 1,450,000 | | 0 | | 8,315,508 | | 0 | | 3,045,000 | | 0 | (9) | | 112,203 | | 12,922,711 | | | | 2014 | | 1,450,000 | | 0 | | 6,159,236 | | 0 | | 2,345,184 | | 3,815,200 | | | 110,055 | | 13,879,675 | | John W. Gamble, Jr.
Corporate Vice President and Chief Financial Officer | | 2016 | | 632,243 | | 0 | | 1,244,532 | | 0 | | 758,692 | | 443,000 | | | 16,640 | | 3,095,107 | | | | 2015 | | 609,693 | | 0 | | 1,462,409 | | 0 | | 695,050 | | 266,700 | | | 19,792 | | 3,053,644 | | | | 2014 | | 353,077 | | 0 | | 5,983,154 | | 0 | | 482,526 | | 96,400 | | | 163,945 | | 7,079,102 | | John J. Kelley III
Corporate Vice President, Chief Legal Officer and Corporate Secretary | | 2016 | | 546,312 | | 0 | | 957,302 | | 0 | | 655,547 | | 615,400 | | | 21,135 | | 2,795,696 | | | | 2015 | | 522,358 | | 0 | | 1,218,695 | | 0 | | 595,487 | | 240,500 | | | 20,626 | | 2,597,666 | | | | 2014 | | 527,850 | | 0 | | 994,166 | | 0 | | 456,173 | | 420,700 | | | 21,384 | | 2,420,273 | | Rodolfo O. Ploder(1)
President, Workforce Solutions | | 2016 | | 500,000 | | 0 | | 785,003 | | 0 | | 600,000 | | 770,000 | | | 105,314 | | 2,760,317 | | | | 2015 | | 462,273 | | 0 | | 944,479 | | 0 | | 554,726 | | 93,800 | | | 24,831 | | 2,080,109 | | | | 2014 | | – | | – | | – | | – | | – | | – | | | – | | – | | Coretha M. Rushing(1)
Corporate Vice President and Chief Human Resources Officer | | 2016 | | 492,752 | | 0 | | 670,169 | | 0 | | 561,737 | | 391,700 | | | 18,640 | | 2,134,998 | | | | 2015 | | – | | – | | – | | – | | – | | – | | | – | | – | | | | 2014 | | 478,400 | | 0 | | 695,971 | | 0 | | 413,438 | | 843,800 | | | 18,455 | | 2,450,064 | |
Name and
Principal Position(1) | | Year | | Salary
($)(2) | | Bonus
($)(3) | | Stock
Awards
($)(4) | | Option
Awards
($)(5) | | Non-Equity
Incentive Plan
Compensation
($)(6) | | Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(7) | | All Other
Compensation
($)(8) | | Total
($) | Mark W. Begor
Chief Executive Officer | | 2020 | | 1,557,692 | | 0 | | 6,075,108 | | 2,024,985 | | 3,115,385 | | 0 | | 928,054 | | 13,701,224 | | | 2019 | | 1,500,000 | | 0 | | 7,749,940 | | 3,250,073 | | 1,407,465 | | 0 | | 374,074 | | 14,281,552 | | | 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 | | 2020 | | 711,424 | | 0 | | 1,125,069 | | 375,000 | | 1,209,421 | | 987,900 | | 22,006 | | 4,430,820 | | | 2019 | | 685,075 | | 0 | | 1,856,192 | | 843,811 | | 584,871 | | 867,000 | | 16,400 | | 4,853,349 | | | 2018 | | 681,622 | | 0 | | 1,649,314 | | 664,725 | | 510,781 | | 355,500 | | 17,043 | | 3,878,985 | | Rodolfo O. Ploder President, Workforce Solutions | | 2020 | | 597,116 | | 0 | | 825,069 | | 275,001 | | 955,385 | | 1,072,200 | | 42,071 | | 3,766,842 | | | 2019 | | 564,616 | | 75,000 | | 1,374,912 | | 625,090 | | 594,393 | | 1,057,900 | | 39,070 | | 4,330,981 | | | 2018 | | 512,404 | | 0 | | 1,223,646 | | 565,508 | | 336,940 | | 135,800 | | 39,321 | | 2,813,619 | | Bryson R. Koehler Chief Technology Officer | | 2020 | | 675,481 | | 0 | | 750,137 | | 250,012 | | 1,013,221 | | 0 | | 195,665 | | 2,884,516 | | | 2019 | | 625,000 | | 7,000 | | 1,237,471 | | 562,535 | | 533,583 | | | | 145,226 | | 3,110,815 | | | 2018 | | 317,308 | | | | 5,566,312 | | 178,584 | | 237,778 | | | | 81,282 | | 6,381,264 | | Sid Singh President, U.S. Information Solutions | | 2020 | | 592,308 | | 0 | | 825,069 | | 275,001 | | 930,418 | | 0 | | 177,350 | | 2,800,146 | | | 2019 | | 465,385 | | 750,000 | | 4,374,957 | | 580,789 | | 490,178 | | 0 | | 117,899 | | 6,779,208 | | | | | – | | – | | – | | – | | – | | – | | – | | – |
| (1) | Mr. Singh was hired in 2019. Mr. Ploder was an executive officer, but not an NEO, for 2014. Ms. Rushing was an executive officer, but not an NEO, for 2015.2018. | | (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. Amounts for 2020 reflect an additional 27th pay period, applicable to all employees, due to the leap year calendar. | | (3) | The entire annual incentiveamount for Mr. Ploder reflects a one-time, supplemental cash payment of $75,000. The amount for Mr. Koehler reflects a one-time cash recruiting bonus is included under the “Non-Equity Incentive Plan Compensation” column because it was subject toof $7,000. The amount for Mr. Singh reflects a performance-based condition (cap) based on the Company’s operating income for the applicable year for purposesone-time, new hire cash payment of Code Section 162(m), as described under“Consideration of Certain Tax Effects” on page 37.$750,000. 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 2016, 2015 and 20142020 included time-vested RSUs and TSR performance shares. For the 20162020 TSR performance share awards, the value at the grant date is determined under theusing a Monte Carlo valuation model consistent with the estimated full cost to be recognized over the three-year performance period based on the probable outcome of the performance conditions. The calculations reflect an accounting value for the 20162020 TSR performance share grants of $96.38$215.96 per share for the awards, which was 95.5%135.37% of our closing stock price of $100.89$159.53 on the February 21, 2020 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, 2016,2020, in our 20162020 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 20162020 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 ($100.89 for all grants) are as follows: Mr. Smith, $12,459,678;Begor, $8,008,725; Mr. Gamble, $2,072,534; Mr. Kelley, $1,594,279;$1,483,150; Mr. Ploder, $1,307,288;$1,087,676; Mr. Koehler, $988,926; and Ms. Rushing $1,116,120.Mr. Singh, $1,087,676. 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) | The amount in this column shows the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718. The amount is based on the fair value of the stock option award as estimated using the binomial model multiplied by the number of shares subject to the option award. Assumptions used in the binomial model for calculation of the amounts in this column are described in Note 8 to our audited consolidated financial statements for the fiscal year ended December 31, 2020, in our 2020 Form 10-K. |
| www.equifax.com | EQUIFAX INC | 2021Proxy Statement | 58 |
| (6) | Represents annual incentive bonusesawards paid under the Annual Incentive Plan for services performed in 2016, 2015,2020, 2019 and 2014,2018, 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)(7) | AmountsFor Messrs. Gamble and Ploder, the amounts in this column reflect the aggregate increase (or decrease), if any, of accumulated pension benefit accruals at the earliest unreduced retirement age for the officerssuch NEOs under the Company’sSERP in the applicable fiscal year. For Mr. Ploder, amounts also reflect accruals under the Equifax Inc. 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 marketabove-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 20162020 Fiscal Year-End”table on page 46.65. 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 resultresulted in anyan 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 to participants under the SERP (and 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.for Mr. Ploder). See“Pension Benefits at 20162020 Fiscal Year-End”on page 4665 for more information on pension benefits. |
EQUIFAX INC. - 2017 Proxy Statement41
| (8) | The “All Other Compensation” column for 20162020 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 | |
| Name | | Perquisites
and Personal
Benefits(a)
($) | | Relocation and
Living Expenses
($) | | Tax
Reimbursements(b)
($) | | Company
Contributions
to Defined
Contribution
Plans(c)
($) | | Insurance
Premiums(d)
($) | | Total
($) | | M. Begor | | 452,265 | | 0 | | 0 | | 475,789 | | 0 | | 928,054 | | J. Gamble | | 13,456 | | 0 | | 0 | | 8,550 | | 0 | | 22,006 | | R. Ploder | | 15,341 | | 0 | | 0 | | 8,550 | | 18,180 | | 42,071 | | B. Koehler | | 14,921 | | 0 | | 0 | | 180,743 | | 0 | | 195,665 | | S. Singh | | 12,921 | | 0 | | 0 | | 164,429 | | 0 | | 177,350 |
| | (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 duesmandatory private aircraft usage, 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. Smith,Begor, whose total includes $50,000 for tax and financial planning services and Mr. Ploder, whose total includes $51,844$374,691 for relocation expenses, $10,000 for taxmandatory private aircraft usage during 2020 to protect his health and financial planning services and payments for an executive physical. Mr. Ploder’s relocation expenses include costs associated withsafety during 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.COVID-19 pandemic. | | | (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 upgross-up for certain relocation assistance, other than with respect to $10,000 for a miscellaneous lump sum payment for relocation expenses.assistance. | | | (c) | For 2016,Messrs. Begor, Koehler and Singh, the amounts in this column reflect the aggregate increase (or decrease), if any, of accumulated benefit accruals for such individuals under the Company’s Supplemental Contribution Program in the applicable fiscal year as well as a Company matchedmatch of 100% of the first 5% of compensation (subject to the government limit on compensation of $285,000 in 2020) contributed on a pre-tax or after-tax basis to the tax-qualified profit sharing and 401(k) Plan. For Messrs. Gamble and Ploder, the amounts reflect a Company match of 50% of the first 6% of compensation (subject to the government limit on compensation of $265,000$285,000 in 2016)2020) contributed on a pre-tax or after-tax basis to the tax-qualified profit sharing and 401(k) Plan. See ““401(k) Plan”Plan” on page 4361 and “Defined Benefit Pension Plan”“Supplemental Contribution Program” on page 44.67. | | | (d) | Represents insurance premiums paid for NEO personal excess liability insurance and imputed income related to Company-paidfor the cost of $3,000,000 in life insurance forcoverage. Mr. Smith. | (9) | Mr. Smith’s actuarial-determined increasePloder has this coverage as a participant in the Equifax Inc. Executive Life and Supplemental Retirement Benefit Plan, which was closed to new participants in 2005. Existing participants at time of accumulated pension benefit accrualsclosure were grandfathered under the USRIP and the SERP was $3,027,100 in fiscal 2016.plan. |
EQUIFAX INC. - 2017 Proxy Statement42
| EQUIFAX INC | 2021Proxy Statement | 59 |
20162020 Grants of Plan-Based Awards
Set forth below is information regarding awards provided to the NEOs in 2016.2020. The non-equity incentive awards were made under the Annual Incentive Plan (“AIP”)AIP which is part of our shareholder-approved amended and restated 2008 Omnibus Incentive Plan (the “2008 Omnibus Incentive Plan”). The equity awards were also made under the 2008 Omnibus Incentive Plan. | | | | | | | | | | | Estimated Future | | All Other | | All Other | | | | Grant | | | | | | | Estimated Potential | | Payouts | | Stock | | Option | | | | Date Fair | | | | | | | Payouts Under Non-Equity | | Under Equity | | Awards: | | Awards: | | Exercise | | Value of | | | | | | | Incentive | | Incentive | | Number of | | Number of | | or Base | | Stock | | | | | | | Plan Awards(2) | | Plan Awards(3) | | Shares of | | Securities | | Price of | | and | | | | | | | | | | | | | | | | | | | Stock or | | Underlying | | Option | | Option | | | Name(1) | | Grant
Date | | Threshold
($) | | 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 | | All Other
Option
Awards:
Number of
Securities | | Exercise
or Base
Price of | | Grant
Date Fair
Value of
Stock
and | | Name(1) | | Grant
Date | | Threshold
($) | | Target
($) | | Maximum
($) | | Threshold
(#) | | Target
(#) | | Maximum
(#) | | Stock or
Units(4)
(#) | | Underlying
Options
(#) | | Option
Awards(5)
($/Sh) | | Option
Awards(6)
($) | | M. Begor | | | | | | | | | | | | | | | | | | | | | | | | AIP | | 2/21/20 | | 623,077 | | 1,557,692 | | 3,115,385 | | | | | | | | | | | | | | | | PS | | 2/21/20 | | | | | | | | 9,377 | | 18,754 | | 37,508 | | | | | | | | 4,050,034 | | RSUs | | 2/21/20 | | | | | | | | | | | | | | 12,694 | | | | | | 2,025,074 | | PPSOs | | 2/21/20 | | | | | | | | | | | | | | | | 44,321 | | 175.48 | | 1,012,292 | | PPSOs | | 2/21/20 | | | | | | | | | | | | | | | | 55,919 | | 191.44 | | 1,012,693 | | J. Gamble | | | | | | | | | | | | | | | | | | | | | | | | AIP | | 2/21/20 | | 241,884 | | 604,710 | | 1,209,421 | | | | | | | | | | | | | | | | PS | | 2/21/20 | | | | | | | | 1,737 | | 3,473 | | 6,946 | | | | | | | | 750,014 | | RSUs | | 2/21/20 | | | | | | | | | | | | | | 2,351 | | | | | | 375,055 | | PPSOs | | 2/21/20 | | | | | | | | | | | | | | | | 8,208 | | 175.48 | | 187,471 | | PPSOs | | 2/21/20 | | | | | | | | | | | | | | | | 10,355 | | 191.44 | | 187,529 | | R. Ploder | | | | | | | | | | | | | | | | | | | | | | | | AIP | | 2/21/20 | | 191,077 | | 477,692 | | 955,385 | | | | | | | | | | | | | | | | PS | | 2/21/20 | | | | | | | | 1,274 | | 2,547 | | 5,094 | | | | | | | | 550,039 | | RSUs | | 2/21/20 | | | | | | | | | | | | | | 1,724 | | | | | | 275,030 | | PPSOs | | 2/21/20 | | | | | | | | | | | | | | | | 6,019 | | 175.48 | | 137,474 | | PPSOs | | 2/21/20 | | | | | | | | | | | | | | | | 7,594 | | 191.44 | | 137,527 | | B. Koehler | | | | | | | | | | | | | | | | | | | | | | | | AIP | | 2/21/20 | | 202,644 | | 506,611 | | 1,013,221 | | | | | | | | | | | | | | | | PS | | 2/21/20 | | | | | | | | 1,158 | | 2,316 | | 4,632 | | | | | | | | 500,154 | | RSUs | | 2/21/20 | | | | | | | | | | | | | | 1,567 | | | | | | 249,984 | | PPSOs | | 2/21/20 | | | | | | | | | | | | | | | | 5,472 | | 175.48 | | 124,980 | | PPSOs | | 2/21/20 | | | | | | | | | | | | | | | | 6,904 | | 191.44 | | 125,031 | | S. Singh | | | | | | | | | | | | | | | | | | | | | | | | AIP | | 2/21/20 | | 189,539 | | 473,846 | | 947,693 | | | | | | | | | | | | | | | | PS | | 2/21/20 | | | | | | | | 1,274 | | 2,547 | | 5,094 | | | | | | | | 550,039 | | RSUs | | 2/21/20 | | | | | | | | | | | | | | 1,724 | | | | | | 275,030 | | PPSOs | | 2/21/20 | | | | | | | | | | | | | | | | 6,019 | | 175.48 | | 137,474 | | PPSOs | | 2/21/20 | | | | | | | | | | | | | | | | 7,594 | | 191.44 | | 137,527 |
| www.equifax.com | EQUIFAX INC | 2021Proxy Statement | 60 |
| (1) | 2016 AIP 2016= cash incentive award under 2020 Annual Incentive Plan; PS and 2016= TSR performance shares granted under annual LTIP; RSUs refer to 2016= time-vested RSUs granted under annual incentive plan awards, performance share awards and RSU awards.LTIP; PPSOs = grant of premium-priced stock options granted under annual LTIP. | | (2) | The amounts shown represent the range of possible dollar payouts that could have been earned under the 2020 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.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”“achieves expectations” for the individual performance portion of the award (100% of threshold)target), resulting in an award equal to 40% of his or hereach NEO’s award target. | | (3) | Represents grants to each NEO during 20162020 of TSR performance shares under our 2008 Omnibus Incentive Plan. PerformanceTSR 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 unvestedTSR performance shares granted prior to 2017.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 areis set forth under ““2020 Long-Term Equity Incentive Compensation”Compensation” beginning on page 34.49. | | (4) | Represents the number of RSUs granted to each NEO during 2016.2020. The RSUs will vest, subject to continued employment, on the third anniversary of the grant date. No dividendDividend equivalents are accruedaccrue on unvested RSU awards granted prior to 2017.shares. Additional information regarding RSUs is set forth under the heading ““2020 Long-Term Equity Incentive Compensation”Compensation” beginning on page 34.49. | | (5) | NoRepresents premium-priced stock options were grantedissued with an exercise price equal to 110% ($175.48) or 120% ($191.44) of the NEOs in 2016.grant date fair value of the stock ($159.53). | | (6) | Represents full grant date fair value of stock and option awards granted to each NEO in 20162020 computed in accordance with FASB ASC Topic 718, excluding the estimated effect of forfeitures. The grant date fair valuestock options vest, subject to continued employment, one-third annually for each of the RSU awards represents the closing stock price onthree years following the grant date lessand have 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.six-year term. |
Additional Discussion of Material Items in Summary Compensation and Grants of Plan-Based Awards Tables Our executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and the Grants of Plan-Based Awards Table was paid or awarded, are described under ““Compensation Discussion and Analysis”Analysis” beginning on page 24.35. A summary of certain material terms of our compensation plans and arrangements is set forth below. 20162020 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 2016NEO pursuant to the individual performance portion is reported in the ““Non-Equity Incentive Plan Compensation”Compensation” column in the Summary Compensation Table. Annual incentive plan thresholds, targets and maximums are identified for each NEO in the “Estimated FuturePossible Payouts under the“Under Non-Equity Incentive Plan Awards”Awards” column of the ““20162020 Grants of Plan-Based Awards”Awards” table above.on page 60. Additional information regarding the design of the annual incentive plan is included in the CD&A. 401(k) Plan.Plan We sponsor a tax-qualified 401(k) Plan in which eligible salaried employees may participate in either a basic plan EQUIFAX INC. - 2017 Proxy Statement43
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,2020, we matched either 50% of the first 6% of pay, or 100% of 4%5% 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$285,000 in 2016) (the “basic plan”)2020). 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 theSupplemental Retirement Plan and 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
Descriptions of the NEOs),SERP 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 describedare set forth 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 employedunder “Pension Benefits at 2020 Fiscal Year-End” on December 31, 2014 had their pension benefits fully frozen on this date.page 65. Executive Life and Supplemental Retirement Benefit Plan.Plan The Executive Life and Supplemental Retirement Benefit 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 EventEQUIFAX INC | 2021Proxy Statement | | 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.
61 |
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
Outstanding Equity Awards at 20162020 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 | |
| | | 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 | | 41,497 | | 20,749 | | 0 | | 112.46 | | 5/4/28 | | | | | | | | | | | | | | | 59,279 | | 29,640 | | 0 | | 112.46 | | 5/4/28 | | | | | | | | | | | | | | | 0 | | 63,597 | | 0 | | 127.37 | | 2/22/25 | | | | | | | | | | | | | | | 0 | | 76,895 | | 0 | | 138.45 | | 2/22/25 | | | | | | | | | | | | | | | 0 | | 92,712 | | 0 | | 149.53 | | 2/22/25 | | | | | | | | | | | | | | | 0 | | 44,321 | | 0 | | 175.48 | | 2/21/26 | | | | | | | | | | | | | | | 0 | | 55,919 | | 0 | | 191.44 | | 2/21/26 | | | | | | | | | | | | | | | | | | | | | | | | | 22,937 | (3) | | 4,423,171 | | | | | | | | | | | | | | | | | | | | 16,056 | (3) | | 3,096,239 | | | | | | | | | | | | | | | | | | | | 16,140 | (3) | | 3,112,438 | | | | | | | | | | | | | | | | | | | | 12,815 | (3) | | 2,471,245 | | | | | | | | | | | | | | | | | | | | | | | | | 32,112 | (8) | | 10,161,857 | | | | | | | | | | | | | | | | | | | | 45,875 | (8) | | 14,517,164 | | | | | | | | | | | | | | | | | | | | 36,758 | (9) | | 7,088,413 | | | | | | | | | | | | | | | | | | | | 51,462 | (9) | | 9,923,932 | | | | | | | | | | | | | | | | | | | | 37,866 | (10) | | 7,302,079 | | | J. Gamble | | 10,385 | | 0 | | 0 | | 129.93 | | 2/16/27 | | | | | | | | | | | | | | | 7,418 | | 3,710 | | 0 | | 121.35 | | 3/5/28 | | | | | | | | | | | | | | | 10,797 | | 5,399 | | 0 | | 123.49 | | 7/27/28 | | | | | | | | | | | | | | | 0 | | 16,512 | | 0 | | 127.37 | | 2/22/25 | | | | | | | | | | | | | | | 0 | | 19,965 | | 0 | | 138.45 | | 2/22/25 | | | | | | | | | | | | | | | 0 | | 24,069 | | 0 | | 149.53 | | 2/22/25 | | | | | | | | | | | | | | | 0 | | 8,208 | | 0 | | 175.48 | | 2/21/26 | | | | | | | | | | | | | | | 0 | | 10,355 | | 0 | | 191.44 | | 2/21/26 | | | | | | | | | | | | | | | | | | | | | | | | | 2,878 | (4) | | 554,994 | | | | | | | | | | | | | | | | | | | | 4,164 | (4) | | 802,986 | | | | | | | | | | | | | | | | | | | | 3,112 | (4) | | 600,118 | | | | | | | | | | | | | | | | | | | | 2,373 | (4) | | 457,609 | | | | | | | | | | | | | | | | | | | | | | | | | 5,757 | (8) | | 1,821,805 | | | | | | | | | | | | | | | | | | | | 9,924 | (9) | | 1,913,744 | | | | | | | | | | | | | | | | | | | | 12,404 | (9) | | 2,391,987 | | | | | | | | | | | | | | | | | | | | 7,012 | (10) | | 1,352,194 | |
| www.equifax.com | EQUIFAX INC | 2021Proxy Statement | 62 |
| | | 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) | | | R. Ploder | | 6,469 | | 0 | | 0 | | 129.93 | | 2/16/27 | | | | | | | | | | | | | | | 4,671 | | 2,336 | | 0 | | 121.35 | | 3/5/28 | | | | | | | | | | | | | | | 10,797 | | 5,399 | | 0 | | 123.49 | | 7/27/28 | | | | | | | | | | | | | | | 0 | | 12,233 | | 0 | | 127.37 | | 2/22/25 | | | | | | | | | | | | | | | 0 | | 14,788 | | 0 | | 138.45 | | 2/22/25 | | | | | | | | | | | | | | | 0 | | 17,831 | | 0 | | 149.53 | | 2/22/25 | | | | | | | | | | | | | | | 0 | | 6,019 | | 0 | | 175.48 | | 2/21/26 | | | | | | | | | | | | | | | 0 | | 7,594 | | 0 | | 191.44 | | 2/21/26 | | | | | | | | | | | | | | | | | | | | | | | | | 1,812 | (5) | | 349,426 | | | | | | | | | | | | | | | | | | | | 4,164 | (5) | | 802,986 | | | | | | | | | | | | | | | | | | | | 2,305 | (5) | | 444,496 | | | | | | | | | | | | | | | | | | | | 1,740 | (5) | | 335,542 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,625 | (8) | | 1,147,133 | | | | | | | | | | | | | | | | | | | | 9,188 | (9) | | 1,771,814 | | | | | | | | | | | | | | | | | | | | 7,350 | (9) | | 1,417,374 | | | | | | | | | | | | | | | | | | | | 5,142 | (10) | | 991,583 | | | B. Koehler | | 4,859 | | 2,430 | | 0 | | 123.49 | | 7/27/28 | | | | | | | | | | | | | | | 0 | | 11,007 | | 0 | | 127.37 | | 2/22/25 | | | | | | | | | | | | | | | 0 | | 13,310 | | 0 | | 138.45 | | 2/22/25 | | | | | | | | | | | | | | | 0 | | 16,047 | | 0 | | 149.53 | | 2/22/25 | | | | | | | | | | | | | | | 0 | | 5,472 | | 0 | | 175.48 | | 2/21/26 | | | | | | | | | | | | | | | 0 | | 6,904 | | 0 | | 191.44 | | 2/21/26 | | | | | | | | | | | | | | | | | | | | | | | | | 13,329 | (6) | | 2,570,364 | | | | | | | | | | | | | | | | | | | | 1,874 | (6) | | 361,382 | | | | | | | | | | | | | | | | | | | | 2,074 | (6) | | 399,950 | | | | | | | | | | | | | | | | | | | | 1,582 | (6) | | 305,073 | | | | | | | | | | | | | | | | | | | | | | | | | 3,748 | (8) | | 1,186,056 | | | | | | | | | | | | | | | | | | | | 6,616 | (9) | | 1,275,829 | | | | | | | | | | | | | | | | | | | | 8,270 | (9) | | 1,594,787 | | | | | | | | | | | | | | | | | | | | 4,676 | (10) | | 901,720 | |
| EQUIFAX INC | 2021Proxy Statement | 63 |
| | | 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) | | | S. Singh | | 3,010 | | 6,022 | | 0 | | 110.76 | | 2/22/29 | | | | | | | | | | | | | | | 0 | | 7,339 | | 0 | | 127.37 | | 2/22/25 | | | | | | | | | | | | | | | 0 | | 8,872 | | 0 | | 138.45 | | 2/22/25 | | | | | | | | | | | | | | | 0 | | 10,697 | | 0 | | 149.53 | | 2/22/25 | | | | | | | | | | | | | | | 0 | | 6,019 | | 0 | | 175.48 | | 2/21/26 | | | | | | | | | | | | | | | 0 | | 7,594 | | 0 | | 191.44 | | 2/21/26 | | | | | | | | | | | | | | | | | | | | | | | | | 13,836 | (7) | | 2,668,134 | | | | | | | | | | | | | | | | | | | | 2,305 | (7) | | 444,496 | | | | | | | | | | | | | | | | | | | | 1,740 | (7) | | 335,542 | | | | | | | | | | | | | | | | | | | | | | | | | 7,350 | (9) | | 1,417,374 | | | | | | | | | | | | | | | | | | | | 9,188 | (9) | | 1,771,814 | | | | | | | | | | | | | | | | | | | | 5,142 | (10) | | 991,583 | |
| (1) | Options granted prior to 2019 and in 2020 vest one-third annually for three years following the grant date. Options granted in 2019 vest on the third anniversary of the grant date (except for an option granted to Mr. Singh on February 22, 2019 (9,032 underlying shares) in connection with his agreement to join the Company as President—USIS, which vest one-third annually for three years following the grant date). | | (2) | Based on the closing price of Equifax common stock ($118.23)192.84) on December 30, 2016. | (2) | RSUs vest on February 21, 2017 (35,686), February 19, 2018 (24,464) and February 18, 2019 (22,546).31, 2020. | | (3) | RSUs vest on May 21, 2017 (9,368 and 70,616)4, 2021 (22,937), May 4, 2021 (16,056), February 19, 2018 (4,302)22, 2022 (16,140) and February 18, 2019 (4,295)21, 2023 (12,815). | | (4) | RSUs vest on March 5, 2021 (2,878), July 27, 2021 (4,164), February 22, 2022 (3,112) and February 21, 2017 (7,258), February 19, 2018 (3,585) and February 18, 2019 (3,303)2023 (2,373). | | (5) | RSUs vest on March 5, 2021 (1,812), July 27, 2021 (4,164), February 22, 2022 (2,305) and February 21, 2017 (5,625), February 19, 2018 (2,779) and February 18, 2019 (2,709)2023 (1,740). | | (6) | RSUs vest on July 27, 2021 (13,329), July 27, 2021 (1,874), February 22, 2022 (2,074) and February 21, 2017 (5,081), February 19, 2018 (2,509) and February 18, 2019 (2,312)2023 (1,582). | | (7) | RSUs vest on February 22, 2021 (13,836), February 22, 2022 (2,305), and February 21, 2023 (1,740). | | (8) | Performance shares granted during 20142018 that were earned based on Equifax’s performance for the three-year performance period ended December 31, 2016;2020; the performance shares did not vest until performance was approved by the Compensation Committee in February 20172021 and therefore were unvested as of December 31, 2016.2020. | (8)(9) | Maximum (200% of target) of performance shares granted during 20152019 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, 2017.2021. | (9)(10) | Maximum (200% of target) of performance shares granted during 20162020 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, 2018.2022. |
EQUIFAX INC. - 2017 Proxy Statement45
| www.equifax.com | EQUIFAX INC | 2021Proxy Statement | 64 |
Option Exercises and Stock Vested in Fiscal Year 20162020 | | | Option Awards | | Stock Awards | 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) | | 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 | | | | M. Begor | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | | J. Gamble | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 2,699 | | 430,841 | | 1,573 | | 254,637 | | | 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 | | 0 | | 0 | | 1,678 | | 267,859 | | 978 | | 158,319 | | | C. Rushing | | 0 | | 0 | | 6,880 | | 646,032 | | 12,033 | | 1,224,839 | | | | B. Koehler | | 0 | | 0 | | 13,268 | | 2,193,996 | | 0 | | 0 | | | S. Singh | | 0 | | 0 | | 13,702 | | 2,185,880 | | 0 | | 0 | |
| (1) | The value realized upon stock option exercises during 2016 wasis 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 20162020 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%58.3%) by the market price of Equifax common stock on February 17, 201619, 2020 ($101.79)161.88). |
Retirement Plans The following table shows the present value at December 31, 20162020 of accumulated benefits payable to each of our NEOs at the earliest unreduced retirement age (age 60 or current age for executives over the age of 60), including the number of years of service credited to each NEO, under the USRIP and the SERP. Age 60 is the earliest age at which a participant can begin receiving an unreduced early retirement benefit under the SERP. No pre-retirement mortality was assumed. Messrs. Smith andMr. Ploder and Ms. Rushing areis currently eligible for retirement under the USRIP and Messrs. Gamble and Ploder are currently eligible for retirement under the SERP. Pension Benefits at 20162020 Fiscal Year-End | Name | | Plan Name | | Number of Years
Credited Service
(#) | | | Present Value of
Accumulated Benefit(3)
($) | | Payments During
Last Fiscal Year(s)
($) | | | R. Smith | | USRIP | | 3 | | | 110,200 | | 0 | | | | | SERP | | 16 | (1) | | 18,263,300 | | 0 | | | J. Gamble | | USRIP | | N/A | (2) | | N/A | | 0 | | | | | SERP | | 3 | | | 806,100 | | 0 | | | J. Kelley | | USRIP | | N/A | (2) | | N/A | | 0 | | | | | SERP | | 4 | | | 1,276,600 | | 0 | | | R. Ploder | | USRIP | | 5 | | | 175,600 | | 0 | | | | | SERP | | 13 | | | 3,063,300 | | 0 | | | C. Rushing | | USRIP | | 3 | | | 130,000 | | 0 | | | | | SERP | | 11 | | | 3,540,000 | | 0 | |
| Name | | Plan Name | | Number of Years
Credited Service
(#) | | Present Value of
Accumulated Benefit(1)
($) | | Payments During
Last Fiscal Year(s)
($) | | M. Begor(2) | | USRIP | | N/A | | — | | — | | | | SERP | | N/A | | — | | — | | J. Gamble(2) | | USRIP | | N/A | | — | | — | | | | SERP | | 7 | | 3,895,100 | | — | | R. Ploder | | USRIP | | 5 | | 255,700 | | — | | | | SERP | | 17 | | 6,518,700 | | — | | B. Koehler(2) | | USRIP | | N/A | | — | | — | | | | SERP | | N/A | | — | | — | | S. Singh(2) | | USRIP | | N/A | | — | | — | | | | SERP | | N/A | | — | | — |
| (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 statementsstatements. | | (2) | Mr. Begor, Mr. Koehler and include amounts which the executive may not currently be entitled to receive because such amountsMr. Singh are not vested.participants in the USRIP or the SERP. Mr. Gamble is not a participant in the USRIP. |
U.S. Retirement Income Plan. The USRIP is oura tax-qualified retirementdefined benefit plan available to all activethat covers eligible salaried U.S. employees after they have attained age 21 and completed one year of service.employees. The USRIP is fully frozen for all U.S. employees, including for Mr. Ploder who is the only NEO who is a participant in the USRIP. For Mr. Ploder, service credit was amended in 2009, 2012frozen as of December 31, 2008, and salary increase was frozen as of December 31, 2012. Mr. Ploder and other grandfathered participants who were still employed on December 31, 2014 as described under “Retirement and Other Benefits”had their pension benefits fully frozen 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).such date. “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.
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“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.Supplemental Retirement Plan
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 SERP covers thecertain NEOs (Messrs. Gamble and Ploder) and other senior executive officers designated by the Compensation Committee. Messrs. Begor, Koehler and Singh 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. EffectiveThe SERP was closed to new participants after 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.2016.
The benefit under the SERP is reduced by the benefit payable under the USRIP and is paid without regard to the limitations under Code Sections 401(a) and 415. However, the maximum aggregate benefit from both the SERP and the USRIP cannot exceed 50% of the executive’s average total earnings. The normal retirement age under the SERP is age 65. However, participants can retire early once they reach age 55 if they have five years of service under the plan. The benefit would be reduced to reflect the early commencement of the benefit. The benefit for senior executive officer service is unreduced at age 60, with reductions from age 60 for those who retire prior to age 60. The “restoration benefit” is reduced from normal retirement age to the participant’s early retirement age in the same manner as the USRIP. The normal form of benefit and optional forms of benefit are the same as those in the USRIP. Non-Qualified Deferred Compensation The following table sets forth information regarding the NEOs’ participation in our non-qualified deferred compensation plans in 2016.2020. 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 67 with respect to the Supplemental Contribution Program. | | | 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 2020 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 | | 461,539 | | 105,050 | | 0 | | 1,064,729 | | | J. Gamble | | 0 | | 0 | | 0 | | 0 | | 0 | | | R. Ploder | | 0 | | 0 | | 0 | | 0 | | 0 | | | B. Koehler | | 0 | | 166,493 | | 38,325 | | 0 | | 387,405 | | | S. Singh | | 0 | | 150,179 | | 25,109 | | 0 | | 273,128 | |
| (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” column in the Summary Compensation Table.Table on page 58. | | (2) | These amounts represent the Company’s contribution on behalf of the NEO under the Supplemental Contribution Program funded in February 2021 based on base salary and incentives earned in 2020. Participants in the SERP are not eligible to participate in the Supplemental Contribution Program. | | (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 Program as of December 31, 2016.2020. 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. |
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Supplemental Contribution Program After the SERP was closed to new participants on January 1, 2016, 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 Program”). NEOs and senior executive officers who participate in the SERP are not eligible to participate in the Supplemental Contribution Program. Messrs. Begor, Koehler and Singh participate in the Supplemental Contribution Program. The Supplemental Contribution Program provides for an annual contribution equal to 10% of the sum of the eligible executive’s base salary and annual cash incentive earned for the year. The Company’s contributions are credited to an account for the executive and the executive directs the investments of the account among designated investment alternatives. The account fully vests upon the executive’s completion of three years of service after the date the executive becomes a participant in the plan. The account also fully vests upon the executive’s termination of employment as a result of death or disability. Upon the executive’s termination of employment after age 55 (or in the event of death or disability), the vested amount credited to the account is payable in a lump sum or in annual installments over a period of up to 15 years. If the executive terminates employment prior to age 55 (except for death or disability), the vested account is not payable until the executive attains age 55 and is paid in a lump sum. 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. The purpose of this trust is to ensure the distribution of benefits byto 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.creditors in the event of bankruptcy. Director and Executive Stock Deferral Plan.Plan This nonqualified plan permits the directors, NEOs and other eligible employeessenior leadership team members to defer receipt of compensation and taxes upon the vesting of RSUs.RSUs and performance shares. 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, withoutwith credit for dividends.dividends beginning with grants made in 2020. 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 two years up to 15five 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.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.or periodic incentives. 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. 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, 20162020 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 bonuscash incentive for 2016,2020, and vested account balances in our 401(k) Plan that are generally available to all of our active U.S. salaried employees. Actual amounts to be paid can only be determined at the time of such executive’s termination of service. R. SMITH
| | | | | | | | | | | | 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 | |
EQUIFAX INC. - 2017 Proxy Statement48
| EQUIFAX INC | 2021Proxy Statement | 67 |
J. GAMBLEM. 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
($) | | | Severance payments | | | 0 | | 0 | (1) | 6,000,000 | (2) | 9,000,000 | (3) | 0 | | 0 | | 0 | | | Pension/supplemental retirement plan(4) | | | 0 | | 0 | | 0 | | 0 | | 0 | | 1,064,729 | | 1,064,729 | | | Executive compensation deferral program(6) | | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | | Life insurance benefits | | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 250,000 | (7) | | Disability benefits | | | 0 | | 0 | | 0 | | 0 | | 0 | | 527,800 | (8) | 0 | | | Healthcare benefits | | | 0 | | 0 | | 38,949 | (9) | 38,949 | (9) | 0 | | 129,900 | (10) | 6,400 | (11) | | Perquisites and other personal benefits(12) | | | 0 | | 0 | | 50,000 | | 50,000 | | 0 | | 50,000 | | 50,000 | | | Tax gross-up | | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | | Market value of stock options vesting on termination | | | 0 | | 0 | | 1,667,805 | (17) | 17,259,338 | (13) | 0 | | 17,259,338 | (13) | 17,259,338 | (13) | | Market value of restricted stock units and performance shares vesting on termination | | | 0 | | 0 | | 13,258,096 | (14) | 58,445,497 | (15) | 0 | | 58,445,497 | (15) | 58,445,497 | (15) | | TOTAL | | | 0 | | 0 | | 21,014,849 | | 84,793,785 | | 0 | | 77,477,264 | | 77,075,964 | | | | | | | | | | | | | Termination | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | by us without | | | | | | | | | | | | | | | | | | | | | | | cause or by | | | | | | | | | | | | | | | | | | | | Termination | | | the NEO with | | | | | | | | | | | | | | | | | | | | by us without | | | good reason | | | | | | | | | | | | | | | Voluntary | | Termination | | | cause or by | | | following a | | | | | | | | | | | | | | | termination | | by us for | | | the NEO with | | | change in | | | | | | | | | | | | | J. GAMBLE | | | | | | | | | | | | | | | | | | | | by the NEO | | cause | | | good reason | | | control | | | Retirement | | | Disability | | | Death | | | | | | | | | | | | | | | | | | Payment or benefit | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | Voluntary
termination
by the NEO
($) | | Termination
by us for
cause
($) | | Termination
by us
without
cause or by
the NEO
with
good reason
($) | | Termination
by us without
cause or by
the NEO with
good reason
following a
change in
control
($) | | Retirement
($) | | Disability
($) | | Death
($) | | | Severance payments | | | 0 | | | | 0 | (1) | | | 97,920 | (2) | | | 5,547,019 | (3) | | | 0 | | | | 0 | | | | 0 | | | 0 | | 0 | (1) | 210,792 | (2) | 2,534,778 | (3) | 0 | | 0 | | 0 | | | Pension/supplemental retirement plan(4) | | | 420,000 | | | | 420,000 | | | | 420,000 | | | | 806,100 | | | | 420,000 | | | | 420,000 | | | | 217,000 | (5) | | 3,895,100 | | 3,895,100 | | 3,895,100 | | 3,895,100 | | 3,895,100 | | 3,895,100 | | 1,761,800 | (5) | | Executive compensation deferral program(6) | | | 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 | | 1,250,000 | (7) | | Disability benefits | | | 0 | | | | 0 | | | | 0 | | | | 9,936 | (9) | | | 0 | | | | 948,600 | (10) | | | 0 | | | 0 | | 0 | | 0 | | 0 | | 0 | | 712,600 | (8) | 0 | | | Healthcare benefits | | | 0 | | | | 0 | | | | 0 | | | | 62,910 | (12) | | | 0 | (18) | | | 118,900 | (13) | | | 4,200 | (14) | | 0 | | 0 | | 0 | | 25,475 | (9) | 0 | | 129,300 | (10) | 6,400 | (11) | | Perquisites and other personal benefits | | | 0 | | | | 0 | | | | 0 | | | | 10,000 | (15) | | | 0 | | | | 0 | | | | 0 | | | | Perquisites and other personal benefits(12) | | | 0 | | 0 | | 10,000 | | 10,000 | | 10,000 | | 10,000 | | 10,000 | | | Tax gross-up | | | 0 | | | | 0 | | | | 0 | | | | 0 | (16) | | | 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 | | 4,006,002 | (13) | 0 | | 4,006,002 | (13) | 4,006,002 | (13) | | Market value of restricted stock vesting on termination | | | 0 | | | | 0 | | | | 0 | | | | 13,613,593 | (17) | | | 0 | | | | 13,613,593 | (17) | | | 13,613,593 | (17) | | | Market value of restricted stock units and performance shares vesting on termination | | | 0 | | 0 | | 0 | | 9,219,340 | (15) | 0 | | 9,219,340 | (15) | 9,219,340 | (15) | | TOTAL | | | 420,000 | | | | 420,000 | | | | 517,920 | | | | 20,053,878 | | | | 420,000 | | | | 15,101,093 | | | | 15,084,793 | | | 3,895,100 | | 3,895,100 | | 4,115,892 | | 19,690,695 | | 3,905,100 | | 17,972,342 | | 16,253,542 | |
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 | |
EQUIFAX INC. - 2017 Proxy Statement 49
| www.equifax.com | EQUIFAX INC | 2021Proxy Statement | 68 |
R. PLODER | Payment or benefit | | Voluntary
termination
by the NEO
($) | | Termination
by us for
cause
($) | | Termination
by us
without
cause or by
the NEO
with
good reason
($) | | Termination
by us without
cause or by
the NEO with
good reason
following a
change in
control
($) | | Retirement
($) | | Disability
($) | | Death
($) | | | Severance payments | | 0 | | 0 | (1) | 398,077 | (2) | 2,070,000 | (3) | 0 | | 0 | | 0 | | | Pension/supplemental retirement plan(4) | | 6,774,400 | | 6,774,400 | | 6,774,400 | | 6,774,400 | | 6,774,400 | | 6,774,400 | | 3,155,200 | (5) | | Executive compensation deferral program(6) | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | | Life insurance benefits | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 3,000,000 | (7) | | Disability benefits | | 0 | | 0 | | 0 | | 0 | | 0 | | 531,700 | (8) | 0 | | | Healthcare benefits | | 0 | | 0 | | 0 | | 44,720 | (9) | 60,000 | (16) | 137,100 | (10) | 6,400 | (11) | | Perquisites and other personal benefits(12) | | 0 | | 0 | | 10,000 | | 10,000 | | 10,000 | | 10,000 | | 10,000 | | | Tax gross-up | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | | Market value of stock options vesting on termination | | 0 | | 0 | | 0 | | 3,034,017 | (13) | 0 | | 3,034,017 | (13) | 3,034,017 | (13) | | Market value of restricted stock units and performance shares vesting on termination | | 0 | | 0 | | 0 | | 6,764,562 | (15) | 0 | | 6,764,562 | (15) | 6,764,562 | (15) | | TOTAL | | 6,774,400 | | 6,774,400 | | 7,182,477 | | 18,697,700 | | 6,844,400 | | 17,251,779 | | 15,970,179 | | | | | | | | | | | | | | | | | | | | B. KOEHLER | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Payment or benefit | | Voluntary
termination
by the NEO
($) | | Termination
by us for
cause
($) | | Termination
by us
without
cause or by
the NEO
with
good reason
($) | | Termination
by us without
cause or by
the NEO with
good reason
following a
change in
control
($) | | Retirement
($) | | Disability
($) | | Death
($) | | | Severance payments | | 0 | | 0 | (1) | 100,962 | (2) | 2,296,875 | (3) | 0 | | 0 | | 0 | | | Pension/supplemental retirement plan(4) | | 0 | | 0 | | 0 | | 387,405 | | 0 | | 387,405 | | 387,405 | | | Executive compensation deferral program(6) | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | | Life insurance benefits | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 250,000 | (7) | | Disability benefits | | 0 | | 0 | | 0 | | 0 | | 0 | | 1,533,800 | (8) | 0 | | | Healthcare benefits | | 0 | | 0 | | 0 | | 44,720 | (9) | 0 | | 97,100 | (10) | 500 | (11) | | Perquisites and other personal benefits(12) | | 0 | | 0 | | 10,000 | | 10,000 | | 0 | | 10,000 | | 10,000 | | | Tax gross-up | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | | Market value of stock options vesting on termination | | 0 | | 0 | | 0 | | 2,412,735 | (13) | 0 | | 2,412,735 | (13) | 2,412,735 | (13) | | Market value of restricted stock units and performance shares vesting on termination | | 0 | | 0 | | 0 | | 8,144,302 | (15) | 0 | | 8,144,302 | (15) | 8,144,302 | (15) | | TOTAL | | 0 | | 0 | | 110,962 | | 13,296,037 | | 0 | | 12,585,342 | | 11,204,942 | |
| | | | | | | | | | | | 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) | | | 269,231 | (2) | | | 3,386,040 | (3) | | | 0 | | | | 0 | | | | 0 | | | Pension/supplemental retirement plan(4) | | | 3,238,900 | | | | 3,238,900 | | | | 3,238,900 | | | | 3,238,900 | | | | 3,238,900 | | | | 3,238,900 | | | | 1,706,600 | (5) | | Executive compensation deferral program(6) | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | Life insurance benefits | | | 0 | | | | 0 | | | | 0 | | | | 0 | (7) | | | 0 | | | | 0 | | | | 3,500,000 | (8) | | Disability benefits | | | 0 | | | | 0 | | | | 0 | | | | 9,936 | (9) | | | 0 | | | | 817,900 | (10) | | | 0 | | | Healthcare benefits | | | 0 | | | | 0 | | | | 0 | | | | 64,188 | (12) | | | 99,400 | (18) | | | 199,700 | (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 | | | | 3,276,626 | (17) | | | 0 | | | | 3,276,626 | (17) | | | 3,276,626 | (17) | | TOTAL | | | 3,238,900 | | | | 3,238,900 | | | | 3,508,131 | | | | 9,985,690 | | | | 3,338,300 | | | | 7,533,126 | | | | 8,487,426 | |
| EQUIFAX INC | 2021Proxy Statement | 69 |
C. RUSHINGS. SINGH
| | | | | | | | | | | 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
($) | | Termination
by us without
cause or by
the NEO with
good reason
following a
change in
control
($) | | Retirement
($) | | Disability
($) | | Death
($) | | | Severance payments | | | 0 | | | | 0 | (1) | | | 227,424 | (2) | | | 3,646,976 | (3) | | | 0 | | | | 0 | | | | 0 | | | 0 | | 0 | (1) | 66,346 | (2) | 2,070,000 | (3) | 0 | | 0 | | 0 | | | Pension/supplemental retirement plan(4) | | | 3,670,000 | | | | 3,670,000 | | | | 3,670,000 | | | | 3,670,000 | | | | 3,670,000 | | | | 3,670,000 | | | | 1,776,800 | (5) | | 0 | | 0 | | 0 | | 273,128 | | 0 | | 273,128 | | 273,128 | | | Executive compensation deferral program(6) | | | 671,478 | | | | 671,478 | | | | 671,478 | | | | 671,478 | | | | 671,478 | | | | 671,478 | | | | 671,478 | | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | | Life insurance benefits | | | 0 | | | | 0 | | | | 0 | | | | 4,320 | (7) | | | 0 | | | | 0 | | | | 250,000 | (8) | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 750,000 | (7) | | Disability benefits | | | 0 | | | | 0 | | | | 0 | | | | 9,936 | (9) | | | 0 | | | | 520,600 | (10) | | | 0 | | | 0 | | 0 | | 0 | | 0 | | 0 | | 1,675,900 | (8) | 0 | | | Healthcare benefits | | | 0 | | | | 0 | | | | 0 | | | | 62,910 | (12) | | | 83,000 | (18) | | | 194,400 | (13) | | | 4,200 | (14) | | 0 | | 0 | | 0 | | 35,759 | (9) | 0 | | 92,000 | (10) | 0 | (11) | | Perquisites and other personal benefits | | | 0 | | | | 0 | | | | 0 | | | | 10,000 | (15) | | | 0 | | | | 0 | | | | 0 | | | | Perquisites and other personal benefits(12) | | | 0 | | 0 | | 10,000 | | 10,000 | | 0 | | 10,000 | | 10,000 | | | Tax gross-up | | | 0 | | | | 0 | | | | 0 | | | | 0 | (16) | | | 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 | | 2,035,727 | (13) | 0 | | 2,035,727 | (13) | 2,035,727 | (13) | | Market value of restricted stock vesting on termination | | | 0 | | | | 0 | | | | 0 | | | | 2,912,005 | (17) | | | 0 | | | | 2,912,005 | (17) | | | 2,912,005 | (17) | | | Market value of restricted stock units and performance shares vesting on termination | | | 0 | | 0 | | 0 | | 7,133,152 | (15) | 0 | | 7,133,152 | (15) | 7,133,152 | (15) | | TOTAL | | | 4,341,478 | | | | 4,341,478 | | | | 4,568,902 | | | | 10,987,625 | | | | 4,424,478 | | | | 7,968,483 | | | | 5,614,483 | | | 0 | | 0 | | 76,346 | | 11,557,765 | | 0 | | 11,219,906 | | 10,202,006 | |
| (1) | The broad-based Equifax Inc. Severance Plan as described on page 5171 does not pay a benefit for termination for cause by the Company. | | (2) | For Mr. Smith, reflects a lump sum severance payment under the broad-based Equifax Inc. Severance Plan, and under his employment agreement, equal to the product of 12 and one-twelfth of the sum of his annual base salary and the highest annual bonus earned by him under the Company’s annual incentive plan over the three calendar year period preceding the year in which the date of termination occurs. For all other NEOs,Begor, reflects the amount payable under the terms of his employment agreement. For NEOs other than Mr. Begor, reflects the amount payable to such executive under the broad-based Equifax Inc. Severance Plan. |
EQUIFAX INC. - 2017 Proxy Statement50
| (3) | ReflectsFor Mr. Begor, reflects the amount payable under the terms of his employment agreement. For NEOs other than Mr. Begor, reflects the value of lump sumlump-sum severance payment and additional retirement benefit pursuant to an employment agreement for Mr. Smith or a Tier I Changeparticipant in Control Agreement for all other NEOs.the CIC Plan. | | (4) | ReflectsFor Messrs. Begor, Koehler and Singh, reflects the account balance as of December 31, 2020 under the Supplemental Contribution Program as described under “Non-Qualified Deferred Compensation” on page 66. For Messrs. Gamble and Ploder, reflects pension benefits as described under the “Pension Benefits at 20162020 Fiscal Year-End” table on page 46,65, including commencement at the earliest age for unreduced retirement (age 60 or current age of executives over 60), and determined using interest and mortality rate assumptions consistent with those used in the Company’s financial statements under FASB ASC 715 for the SERP. For Messrs. Gamble and Kelley, a change in control triggers full vesting; all other values reflect only the vested portion of the accrued benefit at December 31, 2016.Topic 715. | | (5) | Reflects the present value of the death benefit payable under the SERP to a surviving spouse at the executive’s earliest retirement age (age 55 or current age, if older). | | (6) | Reflects amounts previously earned but deferred by the NEO, as described in the “Non-Qualified Deferred Compensation” table on page 47.66. | | (7) | Reflects the sum of 36 months of premiums under the Company’s broad-based basic life and accidental death and dismemberment insurance program. Messrs. Smith and Ploder are ineligible for the broad-based basic life program because of their coverage in the executive life program. | (8) | For Messrs. Smith and Ploder (and for Mr. Ploder, includes one-times base salary of supplemental life coverage), reflects the executive life insurance death benefit payable assuming the executive’s death occurred on December 31, 2016. Messrs. Gamble and Kelley2020. For the other NEOs, who were hired after the date on which the executive life program was closed to new entrants, while Ms. Rushing voluntarily withdrew from the program in a prior year. Messrs. Gamble and Kelley and Ms. Rushing havereflects one-times annual base salary (limited to $250,000) of basic life insurance coverage. In addition, Mr. Gamble has two-times base annual salary supplemental life coverage limited to $1 million.million and Mr. Singh has $500,000 of supplemental life insurance coverage. The Company also maintains a travel and accidental death insurance policy for most employees, including executive officers that would provide an additional $1 million benefit payable to the executive’s estate if the executive’s death occurred during Company-related travel. | (9) | Reflects the value (without discounting) of the executive’s disability benefit premiums as of December 31, 2016, determined by (a) based on our current costs of providing such benefits and assuming such costs do not increase during the benefit continuation period, and (b) assuming we pay such costs throughout the benefit continuation period in the same manner as we currently pay such costs. | (10)(8) | Reflects the present value of the executive’s disability income benefits as of December 31, 20162020 determined by (a) assuming full disability at December 31, 20162020 and continuing until age 65 for those under age 60, for 60 months for those between ages 60 and 65, and to age 70 for those over age 65, (b) assuming mortality according to the RP-2016Pri-2012 disabled retiree mortality table with fully generational projections using scale MP-2016MP-2020 published by the Society of Actuaries, and (c) applying a discount rate of 4.03%2.49% per annum. | (11)(9) | Pursuant to Mr. Smith’s employment agreement, this amount reflects the present value of 18Reflects 24 months of family consumer driven health plan (CDHP) health, dental and vision coverage using our COBRA premium rate (and the same inflation assumptions described in footnote 12 below), discounted at an interest rate of 4.03%.rate. | (12) | Reflects the present value of group health and dental benefits and a 401(k) Plan employer match equivalent for three years assuming the executive’s employment had been terminated on December 31, 2016, determined by (a) assuming continuation coverage in our group health and dental plans, (b) based on current COBRA coverage rates for 2017 and assuming 7% annual inflation in cost of medical coverage for the ensuing three years, (c) assuming the executive pays premiums for such coverage throughout the benefit continuation period in the same manner as if he were an active employee, and (d) applying a discount rate of 4.03% per annum. Includes a 401(k) Plan employer match equivalent of $24,750, calculated as a lump sum value (undiscounted) of 3% of pay (limited to government compensation limit) over the ensuing three years. | (13)(10) | Reflects the actuarial present value of the employer cost of providing continuation medical coverage assuming disablement at December 31, 2016,2020, with coverage until the earlier of 36 months and age 65, determined using interest and mortality rate assumptions consistent with those used in the Company’s financial statements under FASB ASC Topic 715. | (14)(11) | Reflects the actuarial present value of the employer cost of providing surviving spouse continuation medical coverage for a period of 12 months from the employee’s date of death, or, if earlier, employee’s age 65, determined using interest rate and mortality rate assumptions consistent with those used in the Company’s consolidated financial statements under FASB ASC Topic 715. | (15)(12) | Reflects the estimated cost to us of continuing financial planning and tax services for one year. | (16)(13) | Pursuant to the applicable award agreement, executive would become immediately vested in all outstanding stock options. This value reflects the difference between the closing market price of the Company’s common stock ($192.84) on December 31, 2020, the last trading date of the year, as reported on the NYSE and the exercise price of all outstanding unvested options. |
| www.equifax.com | EQUIFAX INC | 2021Proxy Statement | 70 |
| (14) | Pursuant to Mr. Begor’s employment agreement and equity award agreements, he would become immediately vested in all outstanding RSUs and performance shares awarded pursuant to his 2018 new hire award. The Companyamount reported with respect to the 2018 new hire award represents (a) the value of unvested RSUs at the closing market price of the Company’s common stock ($192.84) on December 31, 2020, as reported on the NYSE, and (b) the value of the unvested performance shares that will providebe paid based on the eligible executives with a gross-up payment for federal and state income taxes and federal excise taxes imposed on any “excess parachute payment.” The Company eliminated tax gross-ups for anyone hired after 2010. Thus, Messrs. Gamble’s and Kelley’s gross-up is reflected as $0. Messrs. Smith and Ploder and Ms. Rushing have a $0 tax gross up because an excess parachute payment excise tax would not have been triggered had a change in control occurredCompany’s cumulative TSR percentile rank at December 31, 2016.2020. All other outstanding RSU and performance share awards will continue to vest until the earlier of the applicable vesting date or the second anniversary of his termination date and, solely with respect to Mr. Begor’s 2018 long-term incentive award, a prorated amount of RSUs and performance shares will be paid. | (17)(15) | Pursuant to our 2008 Omnibus Incentive Plan and previous stock benefit plans,Mr. Begor’s employment agreement, the executive would become immediately vested in all outstanding RSUs and performance shares upon a death, disability or termination following a change ofin control. The amount reported represents (a) the value of unvested RSUs at the closing market price of the Company’s common stock ($118.23)192.84) on December 30, 2016,31, 2020, as reported on the NYSE, and (b)(i) for a termination following a change in control, the value of the unvested performance shares, with respect to a change of control,determined for each outstanding award as follows: if at least one calendar year of performance during the performance period of the performance share award has been completed prior to the change ofin control, the shares will be paid based on the Company’s relative cumulative TSR positioningpercentile rank at December 31, 20162020 and the Company’s cumulative adjusted EPS compared to the performance goals at December 31, 2020, otherwise the target award payout level (100%), will be used, and with respect to all other events,(ii) for a termination as a result of death or disability, the value of the unvested performance shares at December 31, 2020, based on the target award payout level (100%). | (18)(16) | Reflects the actuarial present value of the employer cost of providing continuation medical coverage assuming retirement at December 31, 20162020 based on the assumptions for year-end disclosure under FASB ASC Topic 715. Messrs. Gamble | | (17) | Pursuant to Mr. Begor’s employment agreement and Kelley were hired afterequity award agreements, he would become immediately vested in all outstanding options awarded pursuant to his 2018 new hire award. This value reflects the difference between the closing market price of the Company’s common stock ($192.84) on December 31, 2020, the last trading date of the year, as reported on which the Company ceased providing a retiree medical premium subsidy.NYSE and the exercise price of all outstanding unvested options awarded pursuant to his 2018 new hire award. All other outstanding options will continue to vest until the earlier of the applicable vesting date or the second anniversary of his termination date. |
Payments Made Upon Termination Regardless of the manner in which an NEO’s employment terminates, the executive is entitled to receive amounts earned during the executive’s term of employment. TheseThe amounts include: | • | annual incentive compensation earned during the fiscal year for certain termination causes which includedue to retirement, job elimination, death or death; | | disability; | | • | vested shares awarded under the 2008 Omnibus Incentive Plan or prior stock benefit plans; | | Plan; | | • | amounts contributed under the 401(k) Plan andfor termination due to retirement, job elimination, death or disability; | | • | amounts contributed under executive compensation deferral programs;programs for termination due to death, disability or retirement; and | | | | • | accrued but unused vacation pay and amounts accrued and vested under the USRIP and the SERP. |
Equifax Inc. Severance Plan Under this plan, our full-time U.S. salaried employees are eligible for a severance benefit in the event: (i) their employment is terminated because of the elimination of their position, unless they were offered replacement employment as defined in the plan; (ii) their office is relocated to a place requiring a commute more than 35 miles longer than their prior commute; or (iii) they are terminated due to inability or failure to meet job expectations, provided the employee signs a general release of claims. The amount of the severance benefit is determined based on the employee’s length of service and base salary. In general, for job elimination or relocation, an eligible exempt employee is entitled to receive four weeks of severance for any portion of their first year of service plus two weeks for each year of completed service, up to 52 weeks. Termination for inability or failure EQUIFAX INC. - 2017 Proxy Statement51
to meet job expectations of eligible exempt employees entitles the employee to four weeks of severance for less than five years of service, eight weeks of severance for at least five but less than 10 years of service, and 12 weeks of severance for 10 or more years of service. | EQUIFAX INC | 2021Proxy Statement | 71 |
Payments Made Upon Retirement In the event of the retirement of an NEO, in addition to the items identified above, the executive will:outstanding and unvested equity awards will be treated as followed: •Equity Award Type | continue | Treatment | | Stock options granted to the CEO in 2018 (10-year term; exercise price equal to closing stock price on grant date) | | Award will immediately vest in all outstanding stock options and he will retain such options for the lesser of five years following his retirement or the remainder of the outstanding 10-year term;term (Mr. Begor will not be eligible for retirement before the final vesting date) | | Stock options granted to Messrs. Gamble and Ploder in 2018 (10-year term; exercise price equal to closing stock price on grant date) | | • | Award will continue to vest in any performance-basedaccordance with the original vesting schedule; executive will retain such options for the lesser of five years following the executive’s retirement or the remainder of the outstanding 10-year term (except stock options granted to Messrs. Gamble and Ploder in July 2018, which are forfeited if such NEO retires before vesting) | Premium-priced stock options representing incremental opportunity under the Equifax Transformation Leadership Program (the “2019 ETLP”) (6-year term; exercise price equal to 115%, 125% and 135% of closing stock price on grant upondate) | | Forfeited | | Other premium-priced stock options granted under the 2019 ETLP (6-year term; exercise price equal to 115%, 125% and 135% of closing stock price on grant date) | | Award will continue to vest in accordance with the original vesting schedule (except for stock options granted to Mr. Begor, which would immediately vest) and remain exercisable for the lesser of five years following the executive’s retirement or the remainder of the outstanding 10-year term | | Performance shares representing incremental opportunity under the 2019 ETLP | | Forfeited (except for performance shares granted to Mr. Begor, which would remain eligible to vest, subject to completion of suchthe performance milestones;milestones) | | Other performance shares granted under the 2019 ETLP | | Award will remain eligible to vest, subject to completion of the performance milestones | | Stock options granted to Mr. Singh in February 2019 (10-year term; exercise price equal to closing stock price on grant date) | | Award will continue to vest in accordance with the original vesting schedule; executive will retain such options for the lesser of five years following the executive’s retirement or the remainder of the outstanding 10-year term | | Premium-priced stock options granted under 2020 annual LTI program (6-year term; exercise price equal to 110% and 120% of closing stock price on grant date) | | Award will continue to vest (except for stock options granted to Mr. Begor, which would immediately vest) and remain exercisable for the lesser of five years following the executive’s retirement or the remainder of the outstanding 10-year term | | Premium-priced stock options granted under 2021 annual LTI program to Mr. Begor (7-year term; exercise price equal to 110% and 120% of closing stock price on grant date) | | Award will continue to vest and remain exercisable for the remainder of the outstanding 10-year term | | TSR performance shares | | Award will remain eligible to vest, subject to completion of the performance milestones | | Time-based RSUs | | Award will continue to vest (except for RSUs granted to Mr. Begor, which would immediately vest) |
In addition, in the event of retirement, our NEOs will: | • | havereceive reimbursement by the Company for an executive physical in the year of retirement and retain access to retiree medical benefits for life (assuming the plan is not terminated and the executive is eligible and pays applicable premiums), including benefits for his or her dependents, as applicable, pursuant to the terms of the Company’s retiree medical plan; and | | | | • | receive reimbursement by the Company for up to $10,000 ($12,500 in their first year for newly-hired executives) of financial planning and tax services incurred in the year of retirement and the subsequent year ($50,000 for the CEO). |
In addition, the CEO and Mr. Ploder will continue to receive executive life insurance benefits.
Payments Made Upon Death or Disability In the event of the death or disability of an NEO, in addition to the benefits listed under the previous two headings,above, the executive will receive benefits under our disability plan or payments under our group life insurance plan and executive life insurance plan, as appropriate. In addition, pursuant to our 2008 Omnibus Incentive Plan, and previous stock benefit plans, upon death or disability, the executive would become immediately vested in all outstanding RSUs, and performance shares. Beginning with equity grants made in 2017, the executive would also become immediately vested in all outstandingshares and stock options. | www.equifax.com | EQUIFAX INC | 2021Proxy Statement | 72 |
Payments Made Upon a Change in Control Change in Control Severance Plan In February 2019, the Compensation Committee adopted the CIC Plan. The Company is partyCIC Plan applies to Tier I change in control agreements (the “CIC Agreements”) with each of theour NEOs, (other thanexcept Mr. Smith, who hasBegor whose severance benefits upon a change in control provisionare contained in his employment agreement as described above)(see “CEO Employment Agreement” on pages 53-54). The Compensation Committee adopted the CIC Plan to ensure a uniform set of provisions among participating NEOs that is aligned with best practices. The CIC Agreements providePlan supports the creation of shareholder value by mitigating economic anxiety that each executivecould arise due to uncertainty about future job continuity, which is intended to ensure the delivery of an at-will employee ofintact leadership team to the Company entitledsuccessor organization and focus the team on shareholder objectives rather than how the outcome may affect them personally. The CIC Plan is not intended to receive certain payments andreplace or affect other compensation elements. The CIC Plan provides the participating NEOs with severance benefits in the event that (i) a “change in control” of an employment terminationthe Company occurs, and (ii) within 6 months prior to or within 24 months after athe change in control, of the Company. The CIC Agreements provide that if an executive’s employmenta participating NEO is terminated within three years following a change in control (other than termination by the Company for causewithout “cause” or by reason of death or disability), or if the executive terminates his or her employment in certain circumstances defined in the agreement which constitute “good reason,” the NEO willfor “good reason” (referred to as a “CIC Qualifying Termination”). If a CIC Qualifying Termination occurs, the NEO is eligible to receive:
| • | a cash payment equal to two times the sum of (i)NEO’s current base salary through the date of termination, plus (ii)and target annual incentive for any completed year, any unpaid amount accrued under the Company’s executive bonus plan, plus (iii) for any partially completed year, 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; | | | • | a severance payment equal to three times the sum of (i) his or her highest annual base salary during the 12 months immediately preceding the date of termination, plus (ii) his or her highest annual bonus earned under the executive bonus plan with respect to the three calendar years immediately preceding the year of termination; | | • | a pro rata target annual incentive for the year of termination; | | • | a lump sum retirement benefit, in addition to the benefits accrued under the USRIP or the SERP (collectively, the “Retirement Plan”), in an amount actuarially equivalent to the executive’s benefits under the USRIP with the following adjustments: (a) executive will be treated as if 100% vested under the Retirement Plan regardless of actual years of credited service; (b) executive will be credited with up to five additional years of service with respect to any SERP, in an amountcash payment equal to what24 months of the executive would have earned if executive had remained a Company employee until age 62; (c) executive’s final average earnings will be determined usingcost of COBRA coverage for the highest monthly rate of base salary in effect during the 12 months preceding the executive’s termination plus the executive’s highest annual bonus paid to himNEO and his or her or paid but deferred with respect to the three calendar years prior to the executive’s termination (regardless of any earnings limitations under the defined benefit retirement plan or governmental regulations applicable to such plan);dependents; and (d) the monthly retirement benefit so calculated shall be reduced by an amount equal to the monthly retirement benefit payable to executive under the Retirement Plan; | | | | • | continuationfull vesting of executive’s group health, dental, vision, life, disability and similar coverages for three years; | | | • | upon satisfaction of requirements for coverage prior to the three-year benefit continuation period, the Company’s retiree medical coverage program for life; and | | | • | participation in the 401(k) Plan for a three-year period, assuming the executive had made maximum contributions (if the Company cannot contribute these additional amounts because of the terms of the 401(k) Plan or applicable law, the Company will pay the executive a lump sum payment equal to the additional amounts the Company would have been required to contribute).any unvested supplemental retirement benefits. |
Generally, pursuantSeverance payments to an NEO are generally capped such that the payments will be reduced to satisfy the “parachute payment” limits of Code Section 280G.
Pursuant to the CIC Agreements,Plan, a change“change in controlcontrol” is deemed to occur:occur upon: | • | upon an accumulation by any person, entity or group of 20% or more of the combined voting power of our votingCompany’s common stock; | | | | • | a business combination resulting in the shareholders immediately prior to the combination owning less than two-thirds of the Company’s common stock and combined voting power of the new company; | | stock; | | • | the members of the current Board of Directors ceasing to constitute a majority of the Board of Directors, except for new directors that are regularly elected; or | | • | shareholder approval of a plan of complete liquidation or dissolution of the Company or an agreement for the sale orof disposition of all or substantially all of our assets; or | | | • | a complete liquidation or dissolution of the Company.Company’s assets. |
“Good reason” underUnder the terms of the CIC Agreements means (i) a reduction inPlan, the executive’s base salary or material diminutionparticipating NEOs become subject to standard definitions of annual bonus opportunity, or failure“Cause” and “Good Reason” that align with contemporary best practices and severance benefits become subject to continue in effect benefits under the Company’s retirement compensation clawback policy. An NEO can be terminated for “cause” as a result of: (i) conviction or plea of guilty or nolo contendere to a felony or other benefit plans;serious crime involving moral turpitude; (ii) a requirement that the executive be based at a location more than 35 miles from his or her principal work location prior to the change of control; or (iii) assignment of duties inconsistent with his or her position prior to the change of control, or a substantial change in the nature of executive’s responsibilities. “Cause” generally means the executive has (a) willfully failed to substantially perform his or her duties to us (other than resulting from physical incapacity or mental illness) or (b) willfully engaged inwillful misconduct that is materially injurious to the Company or any of its subsidiaries (whether financially, reputationally, or otherwise); (iii) willful and continued failure of an NEO to perform his or her duties and responsibilities (other than as a result of physical or mental illness or injury) after receipt of written notice of such failure, provided that the NEO shall have 30 days after the date of receipt of such notice in which to cure such failure (to the extent cure is possible); (iv) gross negligence in managing the material risks of the Company or its subsidiaries; (v) material breach of the CIC Plan or of the restrictive covenants after receipt of written notice of such breach, provided, that the NEO shall have 30 days after the date of receipt of such notice in which to cure such breach (to the extent cure is possible); or (vi) material violations of law or the Company’s Code of Conduct or insider trading policy, any of which results in material financial or reputational harm to the Company. An NEO can terminate his or her employment for “good reason” based upon (i) a material adverse change in the NEO’s duties, authority, or responsibilities; (ii) a material reduction in the NEO’s base salary (which for purposes of the CIC Plan shall mean a reduction of 10% or more) or the target percentage of base salary under the Annual Incentive Plan; (iii) a material reduction in the value of the NEO’s annual equity or long term incentive award opportunity; (iv) a relocation of the NEO’s primary work location of more than 35 miles; or (v) the material breach by the Company of the terms of the CIC Plan.
EQUIFAX INC. - 2017 Proxy Statement52In order to be eligible to receive severance benefits, the NEO must execute a release of claims against the Company and comply with confidentiality, non-competition and non-solicitation restrictive covenants. In addition, severance benefits are subject to the Company’s clawback policy.
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Under the CIC Agreements for Mr. Ploder and Ms. Rushing, benefits payable under their respective CIC Agreement and other Company compensation or benefit plans are not reduced to satisfy the limits of Code Section 280G, or similar state or local tax imposed on such payments. As a result, any payments Mr. Ploder or Ms. Rushing receives will be increased, if necessary, so that after taking into account all taxes he or she would incur as a result of those payments, he or she would receive the same after-tax amount he or she would have received had no excise tax been imposed under Code Section 4999. The CIC Agreements for Messrs. Gamble and Kelley do not provide for such payments. No payments have been made to Mr. Ploder or Ms. Rushing under their respective CIC Agreement.
The CIC Agreements added confidentiality provisions during the NEO’s employment and for two years after termination of employment. The agreement also subjects the NEO to certain non-compete and non-solicitation obligations during the term of employment with the Company and for a one-year period following termination of employment.
Change in Control and Termination Provisions of Other Plans Annual Incentive Plan.Plan Under the AIP, which is established pursuant to the 2008 Omnibus Incentive Plan, an NEO would forfeit his or her award if he or she voluntarily terminated his or her employment other than for “good reason” (as defined in the plan) prior to year-end or if he or she is terminated by us for “cause” (as defined in the plan). However, the executive would receive a pro rata award under the plan if the executive’s employment is terminated prior to year-end as a result of death, disability, normal retirement or full early retirement or if the executive is involuntarily terminated by the Company without cause, or is voluntarily terminated by him or her for good reason.cause. If there is a change in control event and an NEO is terminated without cause or terminates for “good reason,” payments for annual incentive opportunities would be made to the executive in the manner described under ““Payments Made Upon a Change in Control”Control” on page 52.73. 2008 Omnibus Incentive Plan.Plan Although subject to the discretion of the Compensation Committee, under the 2008 Omnibus Incentive Plan and applicable award agreements, stock option grants have historically provided that options are not exercisable afterequity awards to our NEOs include a participant terminates employment with“double-trigger” change in control provision to limit accelerated vesting in the Company, unless the termination was the resultevent of the participant’s death, disability, retirement or job elimination. Under the plan, an executive’s stock options which have not yet been exercised will become immediately vested and exercisable and RSUs and performance shares will vest if a change in control (as defined in such plan) of the Company occurs while suchEquifax to those situations where an executive is an employee ofterminated without cause, the Company.executive terminates for good reason or the acquirer fails to assume the awards. • | Double-Trigger Change-in-Control Provisions. Following discussions with shareholders and a review of our long-term incentive program, beginning 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. |
Rabbi Trust Rabbi Trust.We maintain a trust agreement with an independent trustee establishing a springing rabbi trust for the purpose of funding benefits payable to participants (including each NEO)participating NEOs) under our SERP. The trust is a grantor trust, irrevocable except in the event of an unfavorable ruling by the IRS as to the tax status of the trust or certain changes in tax law. It is currently funded with a nominal amount of cash. Future contributions will be made to the grantor trust if and when required by the provisions of the trust or at the discretion of the Company. If there is a change in control, the grantor trust must be fully funded, within 10 days following the change in control, with an amount equal to the entire benefit to which each participant would be entitled under the covered plan as of the date of the change in control (calculated on the basis of the present value of the projected future benefits payable under the covered plan).“Change “Change in Control” is defined in substantially the same manner as in the change in control agreementsCIC Plan described under ““Payments Made Upon a Change in Control,” except that (i) there is no “double trigger” and, for, (ii) a stock acquisition above a threshold of 20%business combination resulting in shareholders immediately prior to the combination owning equal to or less than two-thirds of the outstanding voting sharesCompany’s common stock constitutes a change in control, (iii) a business combination in which there is not a change in at least a majority of the Companymembers of the Board of Directors does not constitute a change in control and below(iv) a change in a majority of the 50% level,members of the Compensation Committee has discretion to determine whether the trust should be funded.Board of Directors does not constitute a change in control. The assets of the grantor trust are required to be held separate and apart from the other funds of Equifax and its subsidiaries, but remain subject to the claims of general creditors under applicable state and federal law.
EQUIFAX INC. - 2017 Proxy Statement53CEO Pay Ratio
As required by Item 402(u) of Regulation S-K, we are providing the following information concerning the ratio of the pay of our CEO to the median pay of all other employees. | • | For fiscal 2020: (i) the annual total compensation of our median employee (excluding our CEO) was $75,573 (comprised of base salary, and an award from a points-based employee recognition program); and (ii) the annual total compensation of our CEO was $13,701,224 as reported on the Summary Compensation Table on page 58. Based on this information, the ratio of the annual total compensation of our CEO to the median employee is 181 to 1. | | • | The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described below. | | - | We chose November 30th as the determination date to identify our median employee, compared to a determination date of December 31st from the prior year, for administrative ease. | | - | Our employee population on November 30, 2020 consisted of 11,697 individuals. Our median employee is a full time, non-exempt employee located in the U.S. No employee groups were excluded from the employee population. | | - | To identify our median employee, we used annual base salary as of November 30, 2020, which was annualized for all permanent employees who did not work the entire fiscal year, plus short-term incentives paid in the twelve month period ended November 30, 2020. |
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Equity Compensation Plan Information The following table shows information, as of December 31, 2016,2020, concerning shares of the Company’s common stock authorized for issuance under the Company’s equity compensation plans. | | | | | | | | | Number of securities | | | | | | | | | | | | remaining available for | | | | | | Number of securities to | | | Weighted-average | | future issuance under | | | | | | be issued upon exercise | | | exercise price of | | equity compensation | | | | | | of outstanding options, | | | outstanding options, | | plans (excluding securities | | | | | | warrants and rights | | | warrants and rights(1)(2) | | reflected in column (a)) | | | | Plan category | | (a) | | | (b) | | (c) | | | Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a) | | Weighted-average
exercise price of
outstanding options,
warrants and rights(1)(2)
(b) | | Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding securities
reflected in column (a))
(c) | | | Equity compensation plans approved by shareholders | | | 2,393,684 | (3) | | | $67.29 | | | 12,392,429 | (4) | | 2,758,867 | (3) | $ | 137.01 | | 7,426,670 | (4) | | Equity compensation plans not approved by shareholders(5) | | | 21,500 | (5) | | | $39.68 | | | 0 | | | | Total equity compensation plans | | | 2,415,184 | | | | $66.81 | | | 12,392,429 | | | | Equity compensation plans not approved by shareholders | | | 0 | | $ | 0 | | 0 | | | Total Equity Compensation Plans | | | 2,758,867 | | $ | 137.01 | | 7,426,670 | |
| (1) | The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding awards of RSUs and performance shares, which have no exercise price. This column does not reflect the exercise price of shares underlying the assumed options referred to in Footnote 5 of this table. | | (2) | The weighted-average remaining contractual term of the Company’s outstanding options as of December 31, 20162020 was 7.036.7 years. | | (3) | This number includes 2,393,6842,758,867 shares for issuance under the 2008 Omnibus Incentive Plan, and the 2000 Stock Incentive Plan, of which 1,228,9011,831,698 shares were subject to outstanding options, 850,158635,258 shares were subject to outstanding RSU awards and 336,125291,911 shares were subject to outstanding performance share awards (assumes the maximum 200% of target award payout is realized)realized and includes dividend equivalent units). | | (4) | Shares issued in respect of awards other than stock options and stock appreciation rights granted under the 2008 Omnibus Incentive Plan count against the shares available for grant thereunder as 2.99 shares for every share granted. | (5) | In May 2007, Equifax acquired TALX Corporation and assumed certain equity awards outstanding under the TALX 2005 Omnibus Incentive Plan, which plan was not approved by the Company’s shareholders but was previously approved by TALX Corporation’s shareholders in 2005. A total of 21,500 shares are issuable upon the exercise of stock options under the TALX 2005 Omnibus Incentive Plan; no further awards may be made thereunder. |
See Part II, Item 8, ““Financial Statements and Supplementary Data,” of our 20162020 Annual Report on Form 10-K in the notesNotes to Consolidated Financial Statements at Note 8,“Stock-Based “Stock-Based Compensation,” for further information regarding our equity compensation plans. Compensation Committee Report The Compensation, Human Resources and Management Succession Committee (the “Compensation Committee”) has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based upon this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.2020. Submitted by the Compensation Committee: Submitted by the Compensation Committee: | | | | | | L. Phillip Humann (Chair) | Robert D. Daleo | Robert D. Marcus (Chair) | Mark L. Feidler | Siri S. Marshall | Mark B. Templeton | | | | | | | | * * * | | Robert W. Selander |
EQUIFAX INC. - 2017 Proxy Statement54* * *
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DIRECTOR COMPENSATIONDirector Compensation
The table below sets forth the compensation received by our non-management directors during 2016:2020: DIRECTOR COMPENSATION TABLE | | | Fees Earned or | | | | | | All Other | | | | | | | | | Paid in Cash | | Stock Awards(2)(3) | | Compensation(4) | | Total | | | | Name(1) | | ($) | | | ($) | | | ($) | | | ($) | | | Fees Earned or
Paid in Cash
($) | | Stock Awards(2)
($) | | All Other
Compensation(3)
($) | | Total
($) | | James E. Copeland, Jr. | | | 96,793 | | | | 150,050 | | | | 239 | | | | 247,082 | | | | Robert D. Daleo | | | 110,707 | | | | 150,050 | | | | 239 | | | | 260,996 | | | | Walter W. Driver, Jr. | | | 88,434 | | | | 150,050 | | | | 383 | | | | 238,867 | | | | Mark L. Feidler | | | 105,707 | | | | 150,050 | | | | 215 | | | | 255,972 | | | 211,161 | | 170,112 | | 5,000 | | 386,273 | | G. Thomas Hough | | | 24,375 | | | | 175,099 | | | | 0 | | | | 199,474 | | | 117,500 | | 170,112 | | 0 | | 287,612 | | L. Phillip Humann | | | 113,585 | | | | 150,050 | | | | 239 | | | | 263,874 | | | | Robert D. Marcus | | | 91,566 | | | | 150,050 | | | | 359 | | | | 241,975 | | | 120,000 | | 170,112 | | 10,311 | | 300,423 | | Siri S. Marshall | | | 102,500 | | | | 150,050 | | | | 203 | | | | 252,753 | | | 116,338 | | 170,112 | | 170 | | 286,620 | | Scott A. McGregor | | | 120,000 | | 170,112 | | 10,000 | | 300,112 | | John A. McKinley | | | 105,000 | | | | 150,050 | | | | 359 | | | | 255,409 | | | 132,500 | | 170,112 | | 311 | | 302,923 | | Mark B. Templeton | | | 95,000 | | | | 150,050 | | | | 0 | | | | 245,050 | | | | Robert W. Selander | | | 117,500 | | 170,112 | | 10,000 | | 297,612 | | Melissa D. Smith(4) | | | 15,102 | | 175,004 | | 0 | | 190,106 | | Elane B. Stock(5) | | | 95,075 | | 170,112 | | 10,000 | | 275,187 | | Heather H. Wilson | | | 107,323 | | 170,112 | | 10,000 | | 287,435 |
| (1) | Elane B. StockAudrey Boone Tillman was elected to the Board effective January 1, 2017on February 3, 2021 and is not included in this table. | | (2) | Represents the grant date fair value for RSU awards made on May 5, 2016 (1,2507, 2020 (1,147 RSUs for each director then serving), computed in accordance with FASB ASC Topic 718. For Mr. Hough,Ms. Smith, the amount representsreflects the grant date fair value for anthe initial new director RSU award madeshe received on October 3, 2016 (1,307November 5, 2020 (1,154 RSUs), computed in accordance with FASB ASC Topic 718. | | (3) | As of December 31, 2016, each non-employee director then-serving held 1,250 shares of unvested RSUs other than Mr. Hough, who held 1,307 shares. | (4) | Reflects the market price of annual membership to certain of our credit monitoring products.products and Company-matching charitable contributions under the Equifax Matching Gift Program. Under this program, the Company will match contributions to eligible non-profit organizations, up to a maximum of $10,000 per director per calendar year. In 2020, the Company made or committed to make matching contributions on behalf of our outside directors as follows: Mr. Feidler ($5,000); Mr. Marcus ($10,000); Mr. McGregor ($10,000); Mr. Selander ($10,000); Ms. Stock ($10,000); and Ms. Wilson ($10,000). | | (4) | Melissa Smith was elected to the Board on November 5, 2020. | | (5) | Elane Stock retired from the Board on November 4, 2020. |
Director Fees.Fees Director cash compensation in 20162020 consisted of an annual cash retainer of $80,000, an annual cash retainer of $25,000 for the presiding director,$90,000 and an annual cash retainer of $25,000$27,500 for the Audit Committee chair, $20,000Chair, $22,500 for the Compensation Committee chair, and $12,500 eachChair, $15,000 for the chairs ofGovernance Committee Chair and $27,500 for the Governance and Technology Committees.Committee Chair. An annual cash retainer is also paid, equal to $12,500in the amount of $15,000 for Audit Committee members, $10,000$12,500 for Compensation Committee members, $7,500 for Governance Committee members and $5,000$15,000 for all otherTechnology Committee members. An annual cash retainer of $100,000 was paid to Mr. Feidler as Independent Chairman. Effective January 1, 2021, the annual cash retainers for the Audit Committee Chair increased to $30,000, the Compensation Committee Chair increased to $25,000, the Governance Committee Chair and members increased to $20,000 and $10,000, respectively, and the Technology Committee Chair increased to $30,000. By paying directors an annual retainer, the Company compensates each non-employeenon-management director for his or her role and judgment as an advisor to the Company, rather than for his or her attendance or effort at individual meetings. Directors with added responsibility are recognized with higher cash compensation as noted above. The Governance Committee believes that this additional compensation is appropriate. | www.equifax.com | EQUIFAX INC | 2021Proxy Statement | 76 |
Equity Awards Equity Awards.Each non-employeeindependent director receives an initial and an annual long-term incentive grant of RSUs under our shareholder-approved 2008 Omnibus Incentive Plan on the date of the annual meeting of shareholders to further align their interests with those of our shareholders and to attract and retain highly-qualified directors through equity ownership. For 2016,2020, directors received a fixed value in shares, computed as of the grant date ($175,000 for initial one-time grant to new directors and $150,000$170,000 for annual grant). The annual grants and initial grants vest one year and three years, respectively, after the grant date with accelerated vesting in the event of the director’s death, disability, retirement or a change in control of the Company. NoRSUs accrue dividend equivalents are paid on outstanding unvested RSUs.equivalent units. Effective January 1, 2021, the annual grant value increased to $180,000.
Stock Ownership Requirement Each independent director is required to own Equifax common stock with a market value of at least five times his or her annual cash retainer. New directors have five years to achieve the ownership requirement. Under our insider trading policy, our directors are prohibited from purchasing or selling financial instruments (including prepaid variable forward contracts, equity swaps, collars, exchange funds and other derivative securities), or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Equifax securities. We also prohibit our directors from holding our stock in a margin account or pledging our stock as collateral for a loan. Director Deferred Compensation Plan.Plan Each non-employee director may defer receipt of up to 100% of his or her stock-based or cash retainer fees. The director is credited with a number of share units having an equivalent value at the end of each quarter based on his or her advance deferral election.election, with credit for dividends beginning with grants made in 2020. Share units are equivalent to shares of the Company’s common stock, except that share units have no voting rights and do not receive dividend credit.rights. In general, amounts deferred are not paid until the director retires from the Board. However, directors may also establish sub-accounts from which amounts are to be paid on specific pre-retirement timetables established by the director. At the end of the applicable deferral period, the director receives a share of common stock for each share unit awarded. Such shares are received either in a lump sum or over a period not to exceed 15 years for retirement distributions, or up to five years for a scheduled withdrawal, as elected in advance by each director. Director and Executive Stock Deferral Plan.Plan Each director may defer up to 100% of his or her annual RSU grant, including dividend equivalent units, plus taxes otherwise due upon the vesting of RSUs. Due to changes in federal tax laws, no deferral elections for stock options are currently permitted under the plan. The director is credited with a number of share units as of the vesting date based on his or her advance deferral election. In general, amounts deferred under the plan are not paid until the director retires from the Board. However, directors may also establish sub-accounts from which amounts are to be paid on specific pre-retirement timetables established by the director. Amounts deferred are paid in shares of our common stock, at the director’s option, 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. We make no contributions to this plan, but we pay all costs and expenses incurred in its administration. Director Stock Ownership Guidelines. Our Bylaws require all directors to own our stock while serving as a director. In addition, our Governance Guidelines require that each director own shares of our stock having a value of at least five times the annual Board
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cash retainer, by no later than the fifth anniversarySecurity Ownership of the date on which the director was first elected to the Board.
Indemnification. Under our Articles of IncorporationManagement and Bylaws, the directors and officers are entitled to indemnification from the Company to the fullest extent permitted by Georgia law. We have entered into indemnification agreements with each of our directors and executive officers. Those agreements do not increase the extent or scope of the indemnification provided, but do establish processes and procedures for indemnification claims.
Other. Non-employee directors are reimbursed for customary and usual expenses incurred in attending Board, committee and shareholder meetings. Directors are also reimbursed for customary and usual expenses associated with other business activities related to their Board service, including participation in director education programs and memberships in director organizations. We pay premiums on directors’ and officers’ liability insurance policies that we maintain that cover our directors. We do not provide retirement benefits to non-employee directors.
Director Fee Changes for 2017. In November 2016, the Board approved, effective January 1, 2017, changes in non-employee director compensation, including an increase of $10,000 in the annual cash retainer, an increase of $2,500 for the Audit, Governance and Technology Committee chairs and members. In addition, the Board approved an increase of $20,000 in the value of the annual equity grant.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERSCertain Beneficial Owners
Securities Owned by Certain Beneficial Owners The table below contains information as of March 1, 2017,5, 2021, unless otherwise indicated, with respect to the beneficial ownership of the Company’s common stock by each person the Company believes beneficially holds more than 5% of the outstanding shares of the Company’s common stock, based solely on the Company’s review of SEC filings. | | | Beneficial Ownership of Common Stock | | Name and Address of Beneficial Owner | | Number of Shares | | | % of Class(1) | | | Vanguard Group, Inc.(2) | | | 11,059,810 | | | | 9.2% | | | BlackRock, Inc.(3) | | | 9,738,270 | | | | 8.1% | | | T. Rowe Price Associates, Inc.(4) | | | 7,426,371 | | | | 6.2% | | | FMR LLC(5) | | | 6,139,850 | | | | 5.1% | |
| | | Beneficial Ownership of Common Stock | | Name and Address of Beneficial Owner | | Number of Shares | | % of Class(1) | | The Vanguard Group(2) | | 12,713,461 | | 10.4% | | Massachusetts Financial Services Company(3) | | 10,736,003 | | 8.8% | | Capital International Investors(4) | | 8,823,398 | | 7.2% | | BlackRock, Inc.(5) | | 7,806,762 | | 6.4% | | T. Rowe Price Associates, Inc.(6) | | 7,662,303 | | 6.3% | | Generation Investment Management LLP(7) | | 6,203,314 | | 5.1% |
| (1) | Based upon 120,731,563122,423,271 shares of common stock outstanding as of March 1, 2017.5, 2021. Beneficial ownership is determined in accordance with the rules of the SEC under which shares are beneficially owned by the person or entity that holds investment and/or voting power. | | (2) | Based on a Schedule 13G/A filed on February 9, 201710, 2021 by The Vanguard Group Inc. (“Vanguard”), which listed its address as 100 Vanguard Boulevard, Malvern, Pennsylvania 19355, Vanguard possesses sole voting power with respect to 186,9980 shares of common stock, shared voting power with respect to 20,762203,759 shares of common stock, sole dispositive power with respect to 10,857,98212,186,688 shares of common stock and shared dispositive power with respect to 201,828526,773 shares of common stock. | | (3) | Based on a Schedule 13G filed on February 11, 2021 by Massachusetts Financial Services Company (“MFS”), which listed its address as 111 Huntington Avenue, Boston, MA 02199, MFS possesses sole voting power with respect to 10,211,657 shares of common stock, shared voting power with respect to 0 shares of common stock, sole dispositive power with respect to 10,736,003 shares of common stock and shared dispositive power with respect to 0 shares of common stock. | | (4) | Based on a Schedule 13G/A filed on February 16, 2021 by Capital International Investors, which listed its address as 333 South Hope Street, 55th Fl, Los Angeles, CA 90071, Capital International Investors possesses sole voting power with respect to 8,584,658 shares of common stock, shared voting power with respect to 0 shares of common stock, sole dispositive power with respect to 8,823,398 shares of common stock and shared dispositive power with respect to 0 shares of common stock. | | (5) | Based on a Schedule 13G/A filed on January 24, 201729, 2021 by BlackRock, Inc. (“BlackRock”), which listed its address as 55 East 52nd52nd Street, New York, New York 10055, BlackRock possesses sole voting power with respect to 8,280,8726,865,262 shares of common stock, shared voting power with respect to 3,3180 shares of common stock, sole dispositive power with respect to 9,734,9527,866,380 shares of common stock and shared dispositive power with respect to 3,3180 shares of common stock. | (4)(6) | Based on a Schedule 13G/A filed on February 7, 201716, 2021 by T. Rowe Price Associates, Inc. (“T. Rowe Price”), which listed its address as 100 E. Pratt Street, Baltimore, Maryland 21202, T. Rowe Price possesses sole voting power with respect to 2,213,6052,893,832 shares of common stock, andshared voting power with respect to 0 shares of common stock, sole dispositive power with respect to 7,426,7317,806,762 shares of common stock and shared dispositive power with respect to 0 shares of common stock. | (5)(7) | Based on a Schedule 13G filed on February 14, 201726, 2021 by FMR LLCGeneration Investment Management LLP (“FMR”Generation IM”), which listed its address as 245 Summer20 Air Street, Boston, Massachusetts 02210, FMR7th floor, London, United Kingdom W1B 5AN, Generation IM possesses sole voting power with respect to 512,28844,857 shares of common stock, andshared voting power with respect to 6,158,457 shares of common stock, sole dispositive power with respect to 6,139,85044,857 shares of common stock and shared dispositive power with respect to 6,158,457 shares of common stock. |
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Securities Owned by Directors and Management The table below contains information as of March 1, 20175, 2021 (except where otherwise indicated), concerning the beneficial ownership of Company common stock by (i) each director and nominee, (ii) each named executive officerNEO listed in the Summary Compensation Table, on page 41, and (iii) all Company directors, nominees and other executive officers as a group. Except as otherwise noted, the named individuals had sole voting and investment power with respect to such securities. In accordance with our insider trading policy, none of these shares were pledged or hedged. All persons named in the table can be reached at 1550 Peachtree Street, N.W., Atlanta, Georgia 30309. | | | Number of | | | Exercisable | | | Number of Deferred | | | % of Common | | | | | Shares | | | Stock | | | Share | | | Stock | | | Name | | Owned(1) | | | Options(2) | | | Equivalent Units(3) | | | Outstanding(4) | | | James E. Copeland, Jr. | | | 63,383 | | | | 0 | | | | 45,362 | | | | * | | | Robert D. Daleo | | | 29,759 | | | | 0 | | | | 45,784 | | | | * | | | Walter W. Driver, Jr. | | | 27,699 | | | | 0 | | | | 26,509 | | | | * | | | Mark L. Feidler(5) | | | 21,937 | | | | 0 | | | | 5,921 | | | | * | | | John W. Gamble, Jr. | | | 91,179 | | | | 0 | | | | 0 | | | | * | | | G. Thomas Hough | | | 5,307 | | | | 0 | | | | 0 | | | | * | | | L. Phillip Humann | | | 61,182 | | | | 0 | | | | 81,050 | | | | * | | | John J. Kelley III | | | 11,787 | | | | 0 | | | | 0 | | | | * | | | Robert D. Marcus | | | 7,366 | | | | 0 | | | | 0 | | | | * | | | Siri S. Marshall | | | 29,759 | | | | 0 | | | | 30,272 | | | | * | | | John A. McKinley | | | 23,759 | | | | 0 | | | | 23,411 | | | | * | | | Rodolfo O. Ploder | | | 45,785 | | | | 0 | | | | 0 | | | | * | | | Coretha M. Rushing | | | 15,307 | | | | 0 | | | | 0 | | | | * | | | Richard F. Smith(6) | | | 285,126 | | | | 0 | | | | 0 | | | | * | | | Elane B. Stock | | | 1,474 | | | | 0 | | | | 0 | | | | * | | | Mark B. Templeton(7) | | | 41,559 | | | | 0 | | | | 25,509 | | | | * | | | All directors, nominees and executive officers as a group (22 persons including those named above)(8) | | | 1,507,721 | | | | 44,243 | | | | 349,752 | | | | 1.29 | % |
| Name | | Number of
Shares
Owned(1) | | Exercisable
Stock
Options(2) | | Number of Deferred Share
Equivalent Units(3) | | % of Common
Stock Outstanding(4) | | Mark W. Begor | | 8,203 | | 184,577 | | 0 | | * | | Mark L. Feidler | | 20,201 | (5) | 0 | | 5,921 | | * | | John W. Gamble, Jr. | | 36,455 | | 38,497 | | 0 | | * | | Bryson R. Koehler | | 0 | | 8,984 | | 0 | | * | | G. Thomas Hough | | 5,358 | | 0 | | 4,134 | | * | | Robert D. Marcus | | 11,551 | | 0 | | 0 | | * | | Siri S. Marshall | | 5,459 | | 0 | | 39,301 | | * | | Scott A. McGregor | | 4,528 | | 0 | | 0 | | * | | John A. McKinley | | 17,595 | | 0 | | 23,411 | | * | | Rodolfo O. Ploder | | 51,709 | | 28,810 | | 0 | | * | | Robert W. Selander | | 2,926 | | 0 | | 0 | | * | | Sid Singh | | 15,074 | | 10,558 | | 0 | | * | | Melissa D. Smith | | 0 | | 0 | | 0 | | * | | Audrey Boone Tillman | | 0 | | 0 | | 0 | | * | | Heather H. Wilson | | 1,394 | | 0 | | 0 | | * | | All directors, nominees and executive officers as a group (22 persons including those named above)(6) | | 812,193 | | 366,291 | | 81,162 | | 1.03% |
| * | Less than one percent. | | (1) | This column includesIncludes shares held of record and Company shares owned through a bank, broker, trust or other nominee. It also includes for executive officers, all shares owned through our 401(k) Plan, vested RSUs and shares held through family trust arrangements. Includesrelated dividend equivalent units. Excludes unvested RSUs forand related unvested dividend equivalent units for: Mr. Copeland 1,250; Mr. Daleo 1,250; Mr. Driver 1,250;Begor (79,843); Mr. Feidler 1,250;(1,154); Mr. Gamble 91,179;(12,118); Mr. Koehler (20,552); Mr. Hough 1,307; Mr. Humann 1,250; Mr. Kelley 8,956;(1,154); Mr. Marcus 1,250;(1,154); Ms. Marshall 1,250;(1,154); Mr. McGregor (1,154); Mr. McKinley 1,250;(1,154); Mr. Ploder 7,104;(10,325); Mr. Selander (2,734); Mr. Singh (5,879); Ms. Rushing 6,187;Smith (1,156); Ms. Stock 1,474; Mr. Smith 62,635Tillman (988); and Mr. Templeton 1,250.Ms. Wilson (2,768). The RSUs represent a contingent right to receive one share of common stock. There are no voting rights associated with RSUs. | | (2) | This column lists the number of shares that the directors, nominees and executive officers had a right to acquire as of or within 60 days after March 1, 20175, 2021 through the exercise of director or employee stock options, as applicable. | | (3) | Reported in this column are share equivalent units credited to a director or executive officer account under various deferral plans maintained by the Company.Company’s Director and Executive Stock Deferral Plan and/or Director Deferred Compensation Plan. The units track the performance of Company common stock but do not confer on the holder voting or investment power over shares of common stock. The units are payable in shares (Director and Executive Stock Deferral Plan) or cash (Executive Deferred Compensation Plan) on final distribution and do not include the reinvestment of dividends. | | (4) | Based upon 120,731,563122,423,271 shares of common stock outstanding as of March 1, 2017.5, 2021. Beneficial ownership is determined in accordance with the rules of the SEC under which shares are beneficially owned by the person or entity that holds investment and/or voting power. | | (5) | Includes 7,823 shares held in a 501(c)(3) charitable family foundation in which Mr. Feidler has no pecuniary interest. | | (6) | Includes 100,000 shares held by a family limited liability limited partnership of which Mr. Smith and his spouse are the general partners and Mr. Smith and his children are limited partners. | (7) | Includes 6,800 shares held by a trust in which Mr. Templeton’s wife is sole trustee. | (8) | Includes 600,000 shares (0.5% of the shares outstanding on March 1, 2017)5, 2021) as to which beneficial ownership is disclaimed by executive officers of the Company who, in their capacity as investment officers and/or plan administrators for certain Company employee benefit plans, have shared voting and/or investment power with respect to shares of Company common stock held in such benefit plans. |
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SECTIONDelinquent Section 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEReports
Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors, executive officers, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file reports of securities ownership and changes in such ownership with the SEC. Directors, executive officers and greater than ten percent shareholders also are required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file. Based upon a review of copies of such forms furnished to the Company and written representations provided by the reporting persons, the Company believes that all Section 16(a) filing requirements were timely met in 2016,2020, except thatfor one Form 4 for Mr. Kelleyeach of Ms. Marshall and Ms. Stock that was filed late due to an administrative error. EQUIFAX INC. - 2017 Proxy Statement57
PROPOSAL 3 | | Advisory Vote on Frequency of Future Say-on-Pay Votes |
Summary
As described in Proposal 2 on page 23, our shareholders are being asked to cast an advisory vote on the compensation of our named executive officers, as disclosed in this Proxy Statement. In addition, we are asking our shareholders to cast an advisory vote on how often we should include a say-on-pay vote in our proxy materials for future shareholder meetings. Shareholders may vote to request the say-on-pay vote every year, every two years or every three years, or may abstain from voting.
Our Board believes that say-on-pay votes should be conducted every year so that our shareholders may provide us with their direct input on our compensation philosophy, policies and practices, as disclosed in our Proxy Statement each year. Our Board’s determination was based upon the premise that NEO is evaluated, adjusted and approved on an annual basis by our CompensationAudit Committee and that the metrics that are used in determining performance-based award achievements are annual metrics. Our Compensation Committee, which administers our executive compensation programs, values the opinions expressed by our shareholders in these votes and will consider the outcome of these votes in making its decisions on executive compensation.
You may cast your vote on your preferred voting frequency by choosing an option of one year, two years or three years, or abstain from voting, when you vote in response to the resolution set forth below. Shareholders are not voting to approve or disapprove the Board’s recommendation.
“RESOLVED, that the option of once every one year, two years or three years that receives the highest number of votes cast in person or by proxy at this meeting will be determined to be the preferred frequency of the shareholders with which Equifax Inc. is to hold a shareholder vote to approve, on an advisory basis, the compensation of its named executive officers, as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules (which disclosure shall include the Compensation Discussion and Analysis, the Summary Compensation Table, and the other related tables and disclosure).”
The option of one year, two years or three years that receives the highest number of votes cast in person or by proxy at the Annual Meeting will be the frequency for the advisory vote on executive compensation that has been recommended by shareholders. Abstentions and broker non-votes will have no effect on the outcome of this Proposal. However, because this vote is advisory and not binding on the Board or the Company in any way, the Board may decide that it is in the best interests of our shareholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option approved by our shareholders.
THE BOARD OF DIRECTORS RECOMMENDS ANNUAL FREQUENCY FOR FUTURE SAY-ON-PAY VOTES.
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AUDIT COMMITTEE REPORTReport
Management of the Company is responsible for the preparation and presentation of the Company’s financial statements, the effectiveness of internal control over financial reporting, and procedures that are reasonably designed to assure compliance with accounting standards and applicable laws and regulations. The Company’s independent registered public accounting firm, Ernst & Young LLP, is responsible for performing an independent audit of the consolidated financial statements and of the Company’s internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”). The Audit Committee’s responsibility is to monitor and oversee these processes on behalf of the Board of Directors. In fulfilling our oversight responsibilities, we have reviewed and discussed with management and Ernst & Young the audited financial statements for the fiscal year ended December 31, 2016.2020. We reviewed and discussed with management and Ernst & Young the quarterly financial statements for each quarter in such fiscal year, management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2016,2020, Ernst & Young’s evaluation of the Company’s internal control over financial reporting as of that date, and audit plans and results. We have also discussed with Ernst & Young the matters required to be discussed with the independent auditor by Auditing Standard No. 16,Communications with Audit Committees, as adopted bythe applicable requirements of the PCAOB. We have received from Ernst & Young the written disclosures required by PCAOB Rule 3526,Communications with Audit Committees Concerning Independence, and have discussed with Ernst & Young its independence. We have also considered whether the provision of specific non-audit services by Ernst & Young is compatible with maintaining its independence and believe that the services provided by Ernst & Young for fiscal year 20162020 were compatible with, and did not impair, its independence. In reliance on the reviews and discussions referred to above, we have recommended to the Board of Directors that the financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.2020. Submitted on February 21, 201722, 2021 by the Audit Committee: | | | | | | Robert D. Daleo (Chair) | James E. Copeland, Jr. | G. Thomas Hough (Chair) | Scott A. McGregor | John A. McKinley | Heather H. Wilson |
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PROPOSAL 4Proposal 3 | | Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for 20172021 |
The Audit Committee has selected Ernst & Young LLP (“Ernst & Young”) as the Company’s independent registered public accounting firm for fiscal year 2017,2021, and the Board is asking shareholders to ratify that selection. Although current laws, rules, and regulations, as well as the charter of the Audit Committee, require the Audit Committee to engage, retain, and supervise the Company’s independent registered public accounting firm, the Board considers the selection of the independent registered public accounting firm to be an important matter of shareholder concern and is submitting the selection of Ernst & Young for ratification by shareholders as a matter of good corporate practice. Additionally, in conjunction with the mandated rotation of the Audit Firm’s lead engagement partner, the Audit Committee and its chair are directly involved in the selection of Ernst & Young’s new lead engagement partner. The members of the Audit Committee and the Board believe that the continued retention of Ernst & Young is in the best interests of the Company and its shareholders. If the shareholders do not ratify the selection of Ernst & Young, the Audit Committee will review the Company’s relationship with Ernst & Young and take such action as it deems appropriate, which may include continuing to retain Ernst & Young as the Company’s independent registered public accounting firm. Ernst & Young has served as our independent registered public accounting firm since 2002. A representative of Ernst & Young will be available during the meeting2021 Annual Meeting to make a statement if such representative desires to do so and to respond to appropriate questions. Independent Registered Public Accounting Firm Fees The following table sets forth the fees of Ernst & Young for services rendered to the Company for the fiscal years ended December 31, 20162020 and 2015:2019: AUDIT AND NON-AUDIT FEES | Fee Category | | 2016 | | 2015 | | | 2020 | | 2019 | | | Audit Fees(1) | | $ | 5,759,012 | | | $ | 3,695,371 | | | $ | 6,206,503 | | | $ | 6,231,215 | | | Audit-Related Fees(2) | | | 184,366 | | | 238,079 | | | | 19,029 | | | | 19,218 | | | Tax Fees(3) | | | 1,869,378 | | | 2,462,360 | | | | 1,085,873 | | | | 1,354,920 | | | All Other Fees(4) | | | 1,995 | | | 1,995 | | | | 7,170 | | | | 7,200 | | | TOTAL | | $ | 7,814,751 | | | $ | 6,397,805 | | | $ | 7,318,575 | | | $ | 7,612,553 | |
| (1) | Consists of fees and expenses for professional services rendered for the integrated audit of our annual consolidated financial statements and internal control over financial reporting and review of the interim consolidated financial statements included in our quarterly reports to the SEC, and services normally provided by the Company’s independent registered public accounting firm in connection with statutory and regulatory filings or engagements, accounting consultations on matters addressed during the audit or interim reviews, and SEC filings, including comfort letters, consents and comment letters. | | (2) | Consists of fees and expenses for services that reasonably are related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.“Audit Fees.” These services include employee benefit plan audits in 2019 and information technology security reviews.2020. | | (3) | Consists of fees and expenses for professional services related to tax planning and tax advice. | | (4) | Consists of fees for products and services provided by Ernst & Young which are not included in the first three categories above. |
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Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services Performed by the Independent Registered Public Accounting Firm The Company maintains a pre-approval policy that mandates that the Audit Committee approve the audit and non-audit services in advance. All audit and non-audit services for the fiscal year ended December 31, 2020 were either pre-approved by the Audit Committee or were approved pursuant to the Audit Committee’s pre-approval policy. The Audit Committee has authorized its Chair to pre-approve certain permissible audit and non-audit services that arise between Audit Committee meetings, provided the Audit Committee is informed of the decision to pre-approve the services at its next scheduled meeting. In its pre-approval of non-audit services and fees, the Audit Committee considers, among other factors, the possible effect of the performance of such services on the auditor’s independence. The Audit Committee has determined that performance of services other than audit services is compatible with maintaining the independence of the Company’s independent registered public accounting firm. See “Audit Committee Report” on page 59.80. To avoid potential conflicts of interest in maintaining auditor independence, the law prohibits a publicly traded company from obtaining certain non-audit services from its independent registered public accounting firm. In 20162020 and 2015,2019, we did not obtain any of these prohibited services from Ernst & Young. The Company uses other accounting firms for these types of non-audit services. THE BOARD RECOMMENDS A VOTE “FOR” “FOR” PROPOSAL 4.3. EQUIFAX INC. - 2017 Proxy Statement60
| www.equifax.com | EQUIFAX INC | 2021Proxy Statement | 82 |
PROPOSAL 5 | | Shareholder Proposal Regarding Political Contributions Disclosure |
Questions and Answers about the Annual Meeting The New York State Common Retirement Fund, 59 Maiden Lane — 30thFloor, New York, NY 10038, owner of at least $2,000 worth of sharesHow do I attend the 2021 Annual Meeting?
Shareholders as of the Company’s common stock, has notifiedclose of business on March 5, 2021, the Companyrecord date, can attend the meeting by accessing www.virtualshareholdermeeting.com/EFX2021 and entering the 16-digit control number included in the proxy card, voting instruction form or the notice. Non-shareholders may access the live webcast, but will not be eligible to vote or submit questions. Please note that it intendsthe www.virtualshareholdermeeting.com/EFX2021 web page will be active beginning approximately 15 minutes before the meeting start time, to presentallow time for you to log-in and test your device. We encourage you to access the website in advance of the designated start time. How do I ask questions at the 2021 Annual Meeting? Shareholders will be able to submit questions during the meeting by accessing the meeting at www.virtualshareholdermeeting.com/EFX2021 using their 16-digit control number, typing the question into the “Ask a proposal for considerationQuestion” field, and clicking submit. Only questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, products and services or individual disputes, are not pertinent to meeting matters and therefore will not be answered. Questions that are substantially similar may be grouped and answered together to avoid repetition. Who may vote at the 2021 Annual Meeting? Shareholders as of the close of business on March 5, 2021 may vote at the 2021 Annual Meeting. As requiredof such date, there were 122,423,271 shares of Company common stock outstanding, each entitled to one vote. How do I vote shares at the 2021 Annual Meeting? Shareholders who have not voted their shares prior to the meeting or who wish to change their vote will be able to vote their shares electronically at the meeting by clicking “Vote Here” on the Exchange Act,meeting website. Whether or not shareholders plan to attend the textmeeting, they are encouraged to vote their shares prior to the meeting by one of the shareholder proposal and supporting statement appearmethods described in the proxy materials. Shareholders may continue to use the proxy materials to vote their shares in connection with the meeting. Shareholders who have already voted do not need to vote again unless they wish to change their prior vote. How can I review the list of shareholders entitled to vote? An electronic list of the shareholders of record as submitted toof the Companyrecord date will be available for examination by shareholders at www.virtualshareholdermeeting.com/EFX2021 during the proponent. The Board andmeeting, along with the Company accept no responsibilityproxy materials for the contents ofmeeting. Shareholders will need to enter their 16-digit control number to access the proposal or the supporting statement. Resolved, that the shareholders ofEquifax Inc. (“Equifax” or “Company”) hereby request that the Company provide a report, updated semiannually, disclosing the Company’s:shareholder list.
| EQUIFAX INC | 2021Proxy Statement | 1. | Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect) to (a) participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum.83 |
| 2. | Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described in section 1 above, including: |
| a. | The identity of the recipient as well as the amount paid to each; and |
| b. | The title(s) of the person(s) in the Company responsible for decision-making. |
The report shall be presented to the board of directors or relevant board committee and posted on the Company’s website within 12 months from the date of the annual meeting.
Supporting Statement
As long-term shareholders of Equifax, we support transparency and accountability in corporate spending on political activities. These include any activities considered intervention in any political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, organizations, or ballot measures; direct independent expenditures; or electioneering communications on behalf of federal, state, or local candidates.
Disclosure is in the best interest of the company and its shareholders. The Supreme Court affirmed this in itsCitizens United decision: “[D]isclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages.” Gaps in transparency and accountability may expose the company to reputational and business risks that could threaten long-term shareholder value.
Publicly available records show that Equifax contributed over $600,000 in corporate funds since the 2004 election cycle. (CQ:http://moneyline.cq.com and National Institute on Money in State Politics:http://www.followthemoney.org)
However, publicly available data does not provide a complete picture of the Company’s political spending. For example, the Company’s payments to trade associations and “social welfare organizations” – organized under section 501(c)(4) of the IRS Code – used for political activities are undisclosed and unknown. This proposal asks the Company to disclose all of its political expenditures, including payments to trade associations and other tax exempt organizations.
This would bring our Company in line with a growing number of leading companies, includingGoldman Sachs Group, State Street Corp. andJP Morgan Chase & Co., that support political disclosure and accountability and present this information on their websites.
The Company’s Board and its shareholders need comprehensive disclosure to be able to fully evaluate the political use of corporate assets. We urge your support for this critical governance reform.
BOARD’S STATEMENT OPPOSING PROPOSAL 5
After careful consideration, and for the following reasons, the Board believes that the proposal is not in the best interests of the Company or its shareholders, and the Board recommends voting “AGAINST” this proposal.
| • | The Company has historically made an extremely limited number of political contributions.The Company’s political contributions are not financially material to the Company. In 2016, 2015 and 2014, aggregate political contributions made directly by the Company with corporate funds totaled approximately $1,500, $2,000, and $10,250, respectively. In 2016, the Company’s total expenses relating to political contributions were de minimis when compared to the Company’s total operating costs of approximately $2.3 billion. |
| • | The Company is transparent and accountable regarding its political contributions. The Company operates in a highly-regulated industry, and the decisions of federal, state and local governments can significantly impact the Company. On a limited basis, we have pursued and will continue to pursue efforts to help inform public policy decisions that have the potential to affect our industry, business, products, customers, employees, shareholders and communities. To the extent this is done through a small number of corporate political contributions, such contributions are already strictly controlled. Consider our current standards, policies and practices regarding corporate political contributions: |
| – | The Board has adopted a formal Political Engagement Policy regarding the Company’s consideration of political activities, political contributions and membership in trade associations (the “Policy”). Under the Policy, management reports annually to the Governance Committee on the Company’s political activities, including political spending and lobbying activities. The written charter of the Governance Committee includes an express reference to the Committee’s oversight and review of Company political activities. |
EQUIFAX INC. - 2017 Proxy Statement61
| – | The Company has adopted political activity guidelines for its employees (the “Guidelines”), which describe generally the laws governing political contributions and establish procedures for employees to obtain the necessary authorization to make political contributions and comply with applicable law. |
| – | In addition to the Policy and Guidelines, the Company’s Code of Ethics sets forth restrictions regarding individual and corporate political participation. Together, the Policy, the Guidelines and the Code of Ethics provide standards for participating in the political process for both the Company and its employees. |
From time to time,Can I attend the Company pays annual membership dues to industry trade associations. The trade associations in which the Company participates may engage in political activities, but such decisions are governed by those associations’ respective bylaws. Thus, even when the Company participates in trade associations, the Company doesvirtual meeting if I am not control how they use membership dues. The Company expects that these trade associations comply with applicable laws with respect to their political activities. As such, the Board believes that additional disclosure regarding the specific payments made to these trade associations would not benefit shareholders.
| • | Significant disclosure regarding the Company’s political activities and related policies is already publicly available. |
Consider the following:
| – | Under federal law, all contributions by the Equifax Inc. Political Action Committee, the sole political action committee affiliated with the Company, are required to be reported, and a list of such contributions is publicly available at the website of the United States Federal Election Commission. |
| – | We publicly disclose, on the “Corporate Governance” section of our website, aggregate political contributions made directly by the Company with corporate funds for the most recently completed fiscal year. Contributions made directly by the Company are typically small in amount and most frequently made to local- and state-level candidates and representatives. |
| – | Federal law prohibits corporations from contributing corporate treasury funds to federal candidates or federal campaign committees. Accordingly, we make none. |
| – | The Policy and the Code of Ethics are available on the “Corporate Governance” section of our website. The Governance Committee’s oversight of the Policy, the Guidelines and our political engagement activities is memorialized in the Committee’s written charter, which is also available on our website. |
In sum, the Company already discloses sufficient information regarding its political contributions and already has an appropriate system of oversight in place, including the Policy and the Code of Ethics, to confirm that the Company’s political contributions comply with applicable law and are in the best, long-term interests of the Company and its shareholders. Accordingly, the Board believes that preparing an additional report as requested by the proposal would be an unnecessary and imprudent use of the Company’s time and resources.a shareholder?
Required Vote; Recommendation OnlyYes. If you do not have a 16-digit control number, you may still attend the meeting as a guest in listen-only mode. To attend as a guest, please access www.virtualshareholdermeeting.com/EFX2021 and enter the information requested on the screen to register as a guest. Please note that you will not have the ability to ask questions, vote or examine the list of shareholders during the meeting if you participate as a guest.
The affirmative voteA replay of the holdersvirtual annual meeting webcast will be available on our investor relations website through June 30, 2021.
What if during the meeting I have technical difficulties or trouble accessing the virtual meeting website? On the morning of a majority of shares of the Company’s common stock present in person or represented by proxy at the Annual Meeting, and entitledwe will have technicians ready to voteassist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting please call the toll-free number that will be available on the subject matter is required to approve this Proposal 5. Shareholders should be aware that this shareholder proposal is simply a request that the Board take the action stated in the proposal. Approval of this proposal may not result in the requested action being taken by the Board, and therefore, its approval may not effectuate the actions requested by the proposal. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “AGAINST” PROPOSAL 5.
EQUIFAX INC. - 2017 Proxy Statement62
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
Do I need an admission ticket to attend the Annual Meeting?
If your shares are held in the name of a bank, broker or other holder of record (also known as “street name”) and you wish to attend the meeting, you must present proof of ownership asmorning of the record date, such as the Notice of Internet Availability of Proxy Materials or the voting instruction card that is sent to you or a current bank or brokerage account statement, to be admitted. The Company also may request appropriate identification, such as a valid government-issued photo identification as a condition of admission.
Who is entitled to vote at the Annual Meeting?
Company shareholders of record at the close of business on March 1, 2017 are entitled to notice of, and to vote at, the meeting. As of such date, there were 120,731,563 shares of Company common stock outstanding, each entitled to one vote.
What is the difference between holding shares as a registered shareholder and as a beneficial owner? If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered the “registered stockholder” of those shares. We mail the proxy materials and our Annual Report to you directly. If your shares are held in street name with a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of the shares that are registered in street name. In this case, the proxy materials and our Annual Report will be forwarded to you by your broker, bank, or other nominee. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares by following the voting instructions included in the material. Employees with shares allocated in an employee benefit plan account will vote shares allocated to their benefit plan account electronically and will not receive a paper mailing for those shares. Employees should review the information on procedures for voting by employees on page 65.86. What am I voting on and what are the Board’s voting recommendations? | Agenda Item | | Board Voting | Page Reference | Agenda Item | | Board Voting
Recommendation | | Page Reference
(for more detail) | | Proposal 1 | | Election of 1110 Director Nominees | | FOR EACH NOMINEE | 12 | 17 | | Proposal 2 | | Advisory Vote to Approve Named Executive Officer Compensation | | FOR | 23 | 33 | | Proposal 3 | Advisory Vote on Frequency of Future Say-on-Pay Votes | ANNUAL VOTE | 58 | Proposal 4 | Ratification of Appointment of Ernst & Young LLP as IndependentRegisteredIndependent Registered Public Accounting Firm for 20172021 | | FOR | 60 | Proposal 5 | Shareholder Proposal Regarding Political Contributions Disclosure | AGAINST | 6181 |
Can other matters be decided at the 2021 Annual Meeting? The Company is not aware, as of the date of this Proxy Statement, of any other matters to be voted on at the 2021 Annual Meeting. If any other matters are properly brought before the meeting for a vote, the persons named as proxies on the proxy card will vote all shares represented at the meeting (other than shares that are voted by the holder in person atduring the meeting) on such matters in accordance with the Board’s recommendation. EQUIFAX INC. - 2017 Proxy Statement63
| www.equifax.com | EQUIFAX INC | 2021Proxy Statement | 84 |
Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a printed set of proxy materials?
Pursuant to rules adopted by the SEC, we are permitted to furnish our proxy materials over the Internet to our shareholders by delivering a Notice of Internet Availability of Proxy Materials in the mail. Unless requested, you will not receive a printed copy of the proxy materials in the mail. The Notice instructs you on how to access and review this Proxy Statement, the Annual Report and voting instructions over the Internet atwww.proxyvote.com. You may then access these materials and vote your shares over the Internet or by telephone. The Notice contains a 12-digit control number that you will need to vote your shares over the Internet or by telephone. Please keep the Notice for your reference through the meeting date.
Alternatively, you may request that a printed copy of the proxy materials be mailed to you. If you want to receive a printed copy of the proxy materials, you may request one via the Internet atwww.proxyvote.com, by calling toll-free 1-800-579-1639 or by sending an email tosendmaterial@proxyvote.com. There is no charge to you for requesting a copy. Please make your request for a copy on or before April 20, 2017 to facilitate timely delivery. If you previously elected to receive our proxy materials electronically, we will continue to send these materials to you via email unless you change your election.
What is the procedure for voting? Shareholders of record Shareholders of record may attend and cast their votes at the meeting. For security reasons, please be prepared to show photo identification. If you need special assistance because of a disability, please contact Equifax Inc., Attn: Office of Corporate Secretary, P.O. Box 4081, Atlanta, Georgia 30302, or telephone (404) 885-8000.2021 Annual Meeting. In addition, shareholders of record may cast their vote by proxy and participants in the Company’s benefit plans described on page 6586 may submit their voting instructions by: Using the Internet at the web address noted in the Notice of Internet Availability of Proxy Materials, proxy materials email or proxy card you received (if you have access to the Internet, we encourage you to vote in this manner);
Using the toll-free telephone number listed on the proxy card (if you received one); or
Signing, completing and returning a proxy card (if you received one) in the provided postage-paid envelope.
| • | Using the Internet at the web address noted in the proxy materials email or proxy card you received (if you have access to the Internet, we encourage you to vote in this manner); | | | | • | Using the toll-free telephone number listed on the proxy card (if you received one); or | | | | • | Signing, completing and returning a proxy card (if you received one) in the provided postage-paid envelope. |
Votes cast through the Internet and telephone voting procedures are authenticated by use of a personal identification number. This procedure allows shareholders to appoint a proxy (or Company benefit plan participants to provide voting instructions) and to confirm that their actions have been properly recorded. Specific instructions to be followed are set forth on the Notice of Internet Availability of Proxy Materials, proxy materials email or proxy card (if you received one). Beneficial owners If you are the beneficial owner of shares held in “street name,” you have the right to direct your bank, broker or other nominee on how to vote your shares by using the voting instruction form provided to you by them, or by following their instructions for voting through the Internet or by telephone. In the alternative, you may attend and cast your vote in person atduring the meeting ifusing your 16-digit control number. If you obtainare a valid proxy frombeneficial owner but do not have a control number, you may gain access to the meeting by contacting your bank, broker or other nominee and present it atby following the meeting.instructions included with your proxy materials. In order for your shares to be voted on all matters presented at the meeting, we urge all shareholders whose shares are held in street name by a bank, brokerage firm or other nominee to provide voting instructions to such record holder.your bank, brokerage firm or other nominee. Can I change my proxy vote? Yes. If you are a registered shareholder, you can change your proxy vote or revoke your proxy at any time before the 2021 Annual Meeting by: Authorizing a new vote electronically through the Internet or by telephone.
Delivering a written revocation of your proxy to Equifax Inc., Attn: Office of Corporate Secretary, P.O. Box 4081, Atlanta, Georgia 30302, before your original proxy is voted at the Annual Meeting.
Returning a signed proxy card with a later date.
Submitting a written ballot at the Annual Meeting.
| • | Authorizing a new vote electronically through the Internet or by telephone up until 11:59 p.m., Eastern Time, on May 5, 2021; | | | | • | Delivering a written revocation of your proxy to Equifax Inc., Attn: Office of Corporate Secretary, P.O. Box 4081, Atlanta, Georgia 30302, before your original proxy is voted at the Annual Meeting; | | | | • | Returning a signed proxy card with a later date; or | | | | • | Voting during the Annual Meeting. |
If you are a beneficial owner of shares, you can submit new voting instructions by contacting your broker, bank or other nominee. You can also vote in person atduring the 2021 Annual Meeting if you obtain a legal proxy from your bank, broker or other nominee (the registered shareholder) as described in the answer to the previous question. Your personal attendance at the 2021 Annual Meeting does not revoke your proxy. Unless you vote atduring the Annual Meeting,meeting, your last valid proxy prior to or at the 2021 Annual Meeting will be used to cast your vote. EQUIFAX INC. - 2017 Proxy Statement64
What if I return my proxy card but do not provide voting instructions? Proxies that are signed and returned but do not contain voting instructions will be voted: FOR the election of the 11 director nominees listed in Proposal 1.
| • | FOR the election of the 10 director nominees listed in Proposal 1. | | | | • | FOR the advisory vote to approve the compensation of our NEOs (Proposal 2). | | | | • | FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2021 fiscal year (Proposal 3). | | | | • | In accordance with the Board’s recommendation by the individuals named as proxy holders in the proxy card, if any other matters are properly brought before the 2021 Annual Meeting. |
| EQUIFAX INC | 2021Proxy Statement | 85 |
FOR the advisory vote to approve the compensation of our NEOs (Proposal 2).To submit future say-on-pay proposals to shareholders on anANNUAL basis (Proposal 3).FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2017 fiscal year (Proposal 4).
AGAINST the shareholder proposal described in this Proxy Statement (Proposal 5).
In accordance with the Board’s recommendation by the individuals named as proxy holders in the proxy card, if any other matters are properly brought before the Annual Meeting.
How do I vote if I participate in one of the Company’s 401(k) or defined contribution plans? Participants in theEquifax Inc. 401(k) Planand the Equifax Canada Retirement Savings Program for Salaried Employees (collectively,(collectively, the “Company Plans”) may instruct the applicable plan trustee how to vote all shares of Company common stock allocated to their accounts. To allow sufficient time for the plan trustees to vote, the trustees must receive your voting instructions no later than 11:59 p.m., AtlantaEastern Time, on May 2, 2017.4, 2021. The 401(k) Plan trustee will vote shares for which it has not received instructions in the same proportion as the shares for which it has received instructions. The Canada Retirement Savings Program trustee will only vote those plan shares for which voting instructions are received prior to this deadline. Participants in the Company Plans may not vote the shares owned through such plans after this deadline, including at the Annual Meeting. How many shares must be present to hold the 2021 Annual Meeting? In order for us to lawfully conduct business at our 2021 Annual Meeting, a majority of the shares outstanding and entitled to vote as of March 1, 20175, 2021 must be present in person or represented by proxy. This is referred to as a quorum. Your shares are counted as present at the Annual Meetingmeeting if you attend the 2021 Annual Meeting and vote in personduring the meeting or if you properly return a proxy by Internet, by telephone, or by mail in advance of the Annual Meetingmeeting and do not revoke the proxy. If a quorum is not present, the meeting may be adjourned from time to time until a quorum is present. Will my shares be voted if I do not provide my proxy or instruction card? Registered Shareholders If your shares are registered in your name, your shares will not be voted unless you provide a proxy by Internet, telephone or mail, or vote in person atduring the 2021 Annual Meeting. Plan Participants If you are a participant in one of our employee 401(k) or defined contribution plans and you do not provide timely instructions to the plan trustee, shares allocated to your account(s) will be voted by the plan trustee depending on the terms of your plan and other legal requirements. Beneficial Owners If you hold shares through an account with a broker and you do not provide voting instructions, under NYSE rules, your broker may vote your shares on routine matters only. The ratification of the appointment of Ernst & Young LLP (Proposal 4)3) is considered a routine matter, and your nominee can therefore vote your shares on that proposal even if you do not provide voting instructions. Proposals 1 2, 3 and 52 are not considered routine matters, and your nominee cannot vote your shares on these proposals unless you provide voting instructions. Votes withheld by brokers in the absence of voting instructions from a beneficial owner are referred to as “broker non-votes.” Multiple Forms of Ownership The Company cannot provide a single proxy or instruction card for shareholders who own shares asin different forms of accounts (employee benefit plan shares, registered shareholders, plan participants or beneficial owners.shares, and beneficially-owned shares). As a result, if your shares are held in multiple types of accounts, you must submit your votes for each type of account in accordance with the instructions you receive for that account. EQUIFAX INC. - 2017 Proxy Statement65
What is the vote required for each proposal? For Proposal 1,Election of 11 Director Nominees, each director nominee for whom more shares are voted “for” than “against” his or her election will be elected as a director at the meeting. Under our Bylaws, if more votes are cast “against” than are cast “for” a nominee, the nominee shall offer his or her resignation. The independent members of the Board will determine and promptly publicly announce the action to be taken with respect to acceptance or rejection of the resignation offer. | www.equifax.com | EQUIFAX INC | 2021Proxy Statement | 86 |
For each of Proposal 2,Advisory Vote to Approve Named Executive Officer Compensation,,and Proposal 4,3, Ratification ofAppointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for 2017, and Proposal 5,Shareholder Proposal Regarding Political Contributions Disclosure2021, the proposal will be approved if more votes are cast “for” than are cast “against” the proposal. With respect to Proposal 3,Advisory Vote on Frequency of Future Say-on-Pay Votes, the alternative receiving the greatest number of votes — every year, every two years or every three years — will be the frequency that shareholders approve. Proposals 2 3, 4 and 53 are advisory and nonbinding. The Board will review the voting results on these proposals and take the results into account when making future decisions regarding these matters. “Votes cast” exclude abstentions and broker non-votes. What is the effect of an abstention? A shareholder who abstains on some or all matters is considered present for purposes of determining if a quorum is present at the 2021 Annual Meeting, but an abstention is not counted as a vote cast. An abstention has no effect for the vote on any proposal. What is the effect of a broker non-vote? Broker non-votes will be counted for purposes of calculating whether a quorum is present at the 2021 Annual Meeting, but will not be counted for purposes of determining the number of votes present in person or represented by proxy and entitled to vote with respect to a particular proposal. Thus, a broker non-vote will not impact our ability to obtain a quorum, will not affect the outcome with respect to the election of directors, and will not otherwise affect the outcome of the vote on a proposal that requires the affirmative vote of a majority of the votes cast on the proposal. Who will count the votes? A representative of Broadridge Financial Services will tabulate the votes and act as independent inspector of election for the 2021 Annual Meeting. Where can I find the voting results of the 2021 Annual Meeting? The preliminary voting results will be announced at the Annual Meeting. The final voting results will be tallied by the inspector of election and disclosed by the Company in a Current Report on Form 8-K filed with the SEC within four business days following the 2021 Annual Meeting. What is “householding” and how does it affect me? We have adopted a procedure approved by the SEC called “householding.” Under this procedure, we send only one Annual Report and Proxy Statement or the Notice of Internet Availability of Proxy Materials to eligible shareholders who share a single address, unless we have received instructions to the contrary from any shareholder at that address. The practice is designed to reduce our printing and postage costs. Shareholders who participate in householding will continue to be able to separately vote their proxies. We do not use householding for any other shareholder mailings, such as dividend checks, Form 1099, or account information statements. If you are eligible for householding, but received multiple copies of our Annual Report and Proxy Statement or Notice of Internet Availability of Proxy Materials and prefer to receive only a single copy for your household, please contact Equifax Inc., Attn: Office of Corporate Secretary, P.O. Box 4081, Atlanta, Georgia 30302, telephone (404) 885-8000. If you are a registered shareholder residing at an address with other registered shareholders and wish to receive a separate Annual Report or Proxy Statement at this time or in the future, we will provide you with a separate copy. To obtain this copy, please contact the Office of Corporate Secretary. If you own shares through a broker, bank or other nominee, you should contact the nominee concerning householding procedures. EQUIFAX INC. - 2017 Proxy Statement66
The Company cannot provide a single proxy or voting instruction card for shareholders who own shares in different forms of accounts (employee benefit plan shares, registered shares, and beneficially-owned shares). Accordingly, you will receive a separate solicitation and proxy for each type of account in which shares are held and you must submit your votes for each type of account in accordance with the instructions received for that account. | EQUIFAX INC | 2021Proxy Statement | 87 |
Can I receive a copy of the Annual Report? Yes. We will provide a copy of our Annual Report without charge, upon written request, to any registered or beneficial owner of common stock entitled to vote at the 2021 Annual Meeting. Requests should be made in writing addressed to the Equifax Inc., Attn: Office of Corporate Secretary, P.O. Box 4081, Atlanta, Georgia 30302, or by calling (404) 885-8000. Can I view the Proxy Statement and Annual Report on the Internet? Yes. The Proxy Statement and Annual Report are available on the Internet athttp:https://investor.equifax.com/annual-proxy.cfmfinancial-information/annual-reports-and-proxy-statements. Most shareholders will receive their annual meeting materials via electronic delivery. The SEC also maintains a website athttp:https://www.sec. govwww.sec.gov that contains reports, proxy statements and other information regarding Equifax. Can I choose to receive the Proxy Statement and Annual Report on the Internet instead of receiving them by mail? Yes. If you are a registered shareholder or beneficial owner, you can elect to receive future annual reports and proxy statements on the Internet only and not receive copies in the mail by following the instructions on your proxy card or voting instruction form. Your request for electronic transmission will remain in effect for all future annual reports and proxy statements, unless withdrawn. Most active employees who participate in the Company’s savings plans will receive an online notification announcing Internet availability of the annual report and proxy statement; a paper copy will not be provided unless requested by following the instructions in the email notification. Who pays the cost of this proxy solicitation? The Company has retained Innisfree M&A Incorporated to assist in soliciting proxies for an annual fee of $20,000 plus expenses, and will bear the cost of soliciting proxies. Directors, officers and other Company associates also may solicit proxies by telephone or otherwise. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. How do I recommend a director nominee or submit a proposal or director nominee for the 2022 Annual Meeting of Shareholders in 2018?Shareholders? NoticeThe 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 no later than November 25, 2021 and no earlier than October 26, 2021, 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. A copy of our Bylaws is available on our website at www.equifax.com/about-equifax/corporate-governance or by writing to the Corporate Secretary.
Any shareholder’s nominee must satisfy the minimum qualifications for any proposal director described above in the judgment of the Governance Committee and the Board. In evaluating shareholder nominees, the Governance 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. | www.equifax.com | EQUIFAX INC | 2021Proxy Statement | 88 |
Shareholders may also submit proposals and director nomination, includingnominations through our proxy access procedures that a shareholder wishes to propose for consideration at the 20182022 Annual Meeting, including any proposal that a shareholder wishes to submitproposals submitted for inclusion in the Company’s proxy materials for the 20182022 Annual Meeting,Meeting. Notice of such proposals or director nominations must be delivered to us no later than November 24, 201725, 2021 (and, in the case of a director nomination pursuant to proxy access, no earlier than October 25, 2017)26, 2021). The proposal or director nomination must satisfy the information and other requirements specified in our Bylaws which are available at:www.equifax.com/about-equifax/corporate-governanceand, if to be included in our proxy materials for the 20172022 Annual Meeting, must comply with SEC Rule 14a-8 and other applicable rules and interpretations of the SEC. Any shareholder proposal or director nomination submitted to the Company in connection with the 20182022 Annual Meeting should be addressed to: Equifax Inc., Attn: Office ofto the Corporate Secretary P.O. Box 4081, Atlanta, Georgia 30302.at the address above. In addition, the shareholder proponent or a duly authorized representative must appear in person at the 20182022 Annual Meeting to present the proposal. EQUIFAX INC. - 2017 Proxy Statement67
How can I contact the Company’s directors? Shareholders and other interested parties who wish to communicate with our directors, a committee of the Board of Directors, the Presiding Director,Independent Chairman, the non-management directors as a group, or the Board generally should address their correspondence accordingly and send by mail to Equifax Inc., c/o Corporate Secretary, P.O. Box 4081, Atlanta, Georgia 30302. Correspondence will be forwarded as directed by the shareholder. The Company may first review such communications and screen out solicitations for goods and services and similar inappropriate communications unrelated to the Company or its business. All concerns related to audit or accounting matters will be referred to the Audit Committee. Can I find additional information on the Company’s website? Yes. Although information contained on our website is not part of this Proxy Statement, you will find information about the Company and our corporate governance practices atwww.equifax.com/about-equifax/corporate-governancecorporate-governance. . Our website contains information about our Board, Board committees, CharterArticles of Incorporation and Bylaws, Code of Ethics and Business Conduct, Governance Guidelines, and information about insider transactions. Shareholders may obtain, without charge, hard copies of the above documents by writing to Equifax Inc., Attn: Office of Corporate Secretary, P.O. Box 4081, Atlanta, Georgia 30302, telephone (404) 885-8000. EQUIFAX INC. - 2017 Proxy Statement68
Equifax is a registered trademark of Equifax Inc.
Copyright©2017, Equifax Inc. Atlanta, Georgia
All rights reserved. Printed in U.S.A. | |  |
| ANNEX A: | Reconciliation of Non-GAAP Financial Measures |
EQUIFAX INC.We refer in this Proxy Statement to adjusted EPS and adjusted revenue, which are non-GAAP financial measures.
1550 Peachtree Street, N.W.
Atlanta, Georgia 30309Adjusted EPS attributable to Equifax is diluted EPS attributable to Equifax adjusted (to the extent noted below for different periods) for acquisition-related amortization expense, costs related to the 2017 cybersecurity incident, accrual for legal matters related to the 2017 cybersecurity incident, fair market value adjustment of equity investments, pension mark-to-market fair value adjustment, income tax effects related to the Q1 2020 gain on fair market value adjustment of equity investment, foreign currency impact of certain intercompany loans, valuation allowance for certain deferred tax assets, tax benefit on legal settlement related to the 2017 cybersecurity incident, settlements with commercial customers, realignment of internal resources, income tax effects of stock awards that are recognized upon vesting or settlement, the foreign exchange impact resulting from accounting for Argentina as a highly inflationary economy, PayNet acquisition-related amounts other than acquisition-related amortization and the income tax impact of these adjustments. All adjustments are net of tax, with a reconciling item with the aggregated tax impact of the adjustments.
404-885-8000Adjusted EPS is provided to show the performance of our core operations without the effect of the excluded items, consistent with how our management reviews and assesses our historical performance when measuring operating profitability, evaluating performance trends, and setting performance objectives. This non-GAAP measure is not a measurement of financial performance under GAAP, should not be considered as an alternative to EPS, and may not be comparable to non-GAAP financial measures used by other companies. The following table reconciles Adjusted EPS to net income attributable to Equifax, the most directly comparable financial measure calculated in accordance with GAAP:
equifax.comReconciliation of net income attributable to Equifax to diluted EPS attributable to Equifax, defined as net income adjusted for acquisition-related amortization expense, costs related to the 2017 cybersecurity incident, accrual for legal matters related to the 2017 cybersecurity incident, fair value adjustment of equity investments, pension mark-to-market fair value adjustments, income tax effects of Q1 2020 gain on fair market value adjustment of equity investment, foreign currency impact of certain intercompany loans, valuation allowance for certain deferred tax assets, tax benefit on legal settlement related to the 2017 cybersecurity incident, settlements with commercial customers, realignment of internal resources and other costs, the income tax effect of stock awards recognized upon vesting or settlement, Argentina highly inflationary foreign currency impacts, PayNet acquisition-related amounts other than acquisition-related amortization, and income tax adjustments:
| | | Twelve Months Ended December 31, | | | (In millions, except per share amounts) | | 2020 | | | 2019
(revised) | | | Net income attributable to Equifax | | $ | 520.1 | | | $ | (384.1 | ) | | Acquisition-related amortization expense of certain acquired intangibles(1) | | | 141.8 | | | | 140.2 | | | 2017 cybersecurity incident related costs(2) | | | 365.0 | | | | 337.3 | | | Accrual for legal matters related to the 2017 cybersecurity incident(3) | | | — | | | | 800.9 | | | Fair market value adjustment of equity investments(4) | | | (149.5 | ) | | | — | | | Pension mark-to-market fair value adjustment(5) | | | 32.2 | | | | (4.8 | ) | | Income tax effects of Q1 2020 gain on fair market value adjustment of equity investment(6) | | | (5.4 | ) | | | — | | | Foreign currency impact of certain intercompany loans(7) | | | 6.2 | | | | — | | | Valuation allowance for certain deferred tax assets(8) | | | 7.0 | | | | — | | | Tax benefit on legal settlement related to the 2017 cybersecurity incident(9) | | | (4.8 | ) | | | — | | | Settlements with commercial customers(10) | | | — | | | | 20.0 | | | Realignment of internal resources and other costs(11) | | | 31.9 | | | | 11.5 | | | Income tax effects of stock awards that are recognized upon vesting or settlement(12) | | | (6.1 | ) | | | (3.0 | ) | | Argentina highly inflationary foreign currency adjustment(13) | | | 0.5 | | | | 1.0 | | | PayNet acquisition-related amounts other than acquisition-related amortization(14) | | | — | | | | 6.3 | | | Tax impact of adjustments(15) | | | (82.8 | ) | | | (228.8 | ) | | Net income attributable to Equifax, adjusted for items listed above | | $ | 856.1 | | | $ | 696.5 | | | Diluted EPS attributable to Equifax, adjusted for items listed above | | $ | 6.97 | | | $ | 5.71 | | | Weighted-average shares used in computing diluted EPS | | | 122.8 | | | | 122.0 | |
| www.equifax.com | EQUIFAX INC | 2021Proxy Statement | 90 |
| (1) | For the year ended December 31, 2020, we recorded acquisition-related amortization expense of certain acquired intangibles of $141.8 million ($120.6 million net of tax). The $21.2 million of tax is comprised of $37.3 million of tax expense net of $16.1 million of a cash income tax benefit. For the year ended December 31, 2019, we recorded acquisition-related amortization expense of certain acquired intangibles of $140.2 million ($119.4 million net of tax). The $20.8 million of tax is comprised of $36.9 million of tax expense net of $16.1 million of a cash income tax benefit. See the Notes to this reconciliation for additional detail. | | (2) | For the year ended December 31, 2020, we recorded pre-tax expenses related to the 2017 cybersecurity incident of $365.0 million ($270.5 million, net of tax), $364.8 million of cybersecurity incident related costs were in operating income, with the remaining $0.2 million being recorded to depreciation and amortization. For year ended December 31, 2019, we recorded pre-tax expenses of $337.3 million ($252.3 million, net of tax) for expenses related to the 2017 cybersecurity incident. See the Notes to this reconciliation for additional detail. | | (3) | For the year ended December 31, 2019, we recorded expenses, net of directors and officers insurance recoveries, of $800.9 million ($686.1 million, net of tax) for losses associated with certain legal proceedings and government investigations related to the 2017 cybersecurity incident, exclusive of our legal professional services expenses. See the Notes to this reconciliation for additional detail. | | (4) | For the year ended December 31, 2020, we recorded a $149.5 million ($101.1 million, net of tax) gain on the fair market value adjustment of equity investments. The changes in fair value were recorded to Other Income, net line item within the Consolidated Statements of Income. See the Notes to this reconciliation for additional details. | | (5) | During the fourth quarter of 2020, we recorded a $32.2 million loss ($24.3 million, net of tax) related to the mark-to-market fair value adjustment of our pension and postretirement benefit plans. During the fourth quarter of 2019, we recorded a $4.8 million gain ($3.9 million, net of tax) related to the mark-to-market fair value adjustment of our pension and postretirement benefit plans. See the Notes to this reconciliation for additional detail. | | (6) | For the year ended December 31, 2020, we recorded income tax effects of the Q1 2020 gain on fair market value adjustment of an equity investment of $5.4 million. See the Notes to this reconciliation for additional detail. | | (7) | For the year ended December 31, 2020, we recorded foreign currency loss related to certain intercompany loans of $6.2 million. The impact was recorded to the Other Income, net line item within the Consolidated Statements of Income. See the Notes to this reconciliation for additional detail. | | (8) | During the first quarter of 2020, we recorded a valuation allowance for certain deferred tax assets of $7.0 million. See the Notes to this reconciliation for additional detail. | | (9) | During the first quarter of 2020, we recorded a $4.8 million tax benefit on legal settlements related to the 2017 cybersecurity incident, as finalization of the settlement terms in the first quarter have caused us to conclude the tax treatment has changed from the time we recorded the initial loss. See the Notes to this reconciliation for additional detail. | | (10) | During the third quarter of 2019, we recorded a $20.0 million ($15.1 million, net of tax) charge to revenue related to settlements with commercial customers. See the Notes to this reconciliation for additional detail. | | (11) | During the fourth quarter of 2020 and the first quarter of 2019, we recorded $31.9 million ($24.3 million, net of tax) and $11.5 million ($8.8 million, net of tax), respectively, of restructuring charges for the realignment of internal resources and other costs, which predominantly relates to the reduction of headcount and the realignment of our internal resources to support the Company’s strategic objectives and increase the integration of our global operations. See the Notes to this reconciliation for additional detail. | | (12) | For the year ended December 31, 2020, we recorded a tax benefit of $6.1 million related to the tax effects of deductions for stock compensation in excess of amounts recorded for compensation costs. For the year ended December 31, 2019, we recorded a tax benefit of $3.0 million related to the tax effects of deductions for stock compensation in excess of amounts recorded for compensation costs. See the Notes to this reconciliation for additional detail. | | (13) | Argentina experienced multiple periods of increasing inflation rates, devaluation of the peso, and increasing borrowing rates. As such, Argentina was deemed a highly inflationary economy by accounting policymakers in 2018. For the year ended December 31, 2020, we recorded a foreign currency loss of $0.5 million related to the impact of remeasuring the peso denominated monetary assets and liabilities as a result of Argentina being a highly inflationary economy. For the year ended December 31, 2019, we recorded a foreign currency loss of $1.0 million related to the impact of remeasuring the peso denominated monetary assets and liabilities as a result of Argentina being a highly inflationary economy. See the Notes to this reconciliation for additional detail. | | (14) | During the second quarter of 2019, we recorded $6.3 million ($4.8 million, net of tax) for PayNet acquisition related amounts other than acquisition-related amortization which was primarily related to transaction costs resulting from the acquisition and was recorded in operating income. See the Notes to this reconciliation for additional detail. | | (15) | For the year ended December 31, 2020, we recorded the tax impact of adjustments of $82.8 million comprised of (i) acquisition-related amortization expense of certain acquired intangibles of $21.2 million ($37.3 million of tax expense net of $16.1 million of a cash income tax benefit), (ii) a tax adjustment of $94.5 million related to expenses for the 2017 cybersecurity incident, (iii) a tax adjustment of $48.4 million related to the gain on fair market value adjustment of equity investments, (iv) a tax adjustment of $7.9 million related to the fourth quarter mark-to-market fair value adjustment of our pension and postretirement benefit plans and (v) a tax adjustment of $7.6 million related to the realignment of internal resources. For the year ended December 31, 2019, we recorded the tax impact of adjustments of $228.8 million comprised of (i) acquisition-related amortization expense of certain acquired intangibles of $20.8 million ($36.9 million of tax expense net of $16.1 million of a cash income tax benefit), (ii) a tax adjustment of $85.0 million related to expenses for the 2017 cybersecurity incident, (iii) a tax adjustment of $114.8 million related to cybersecurity incident related legal matters, (iv) a $0.9 million tax adjustment related to the fourth quarter mark-to-market fair value adjustment of our pension and postretirement benefit plans, (v) a tax adjustment of $4.9 million related to the settlement with commercial customers, (vi) a tax adjustment of $2.7 million related to the realignment of internal resources and (vii) a tax adjustment of $1.5 million for PayNet acquisition related amounts other than acquisition-related amortization. |
| EQUIFAX INC | 2021Proxy Statement | 91 |
Adjusted revenue is GAAP revenue adjusted for a non-recurring charge related to settlements with commercial customers. Management believes the use of adjusted revenue allows investors to evaluate our performance for different periods on a more comparable basis. This non-GAAP measure is not a measurement of financial performance under GAAP, should not be considered as an alternative to revenue, and may not be comparable to non-GAAP financial measures used by other companies. The following table reconciles adjusted revenue to revenue, the most directly comparable financial measure calculated in accordance with GAAP: Reconciliation of adjusted revenue, defined as GAAP revenue adjusted for a charge related to settlements with commercial customers, to revenue: | | | Twelve Months Ended December 31, 2019 (revised) | | (In millions) | | U.S.
Information
Solutions | | | Workforce
Solutions | | | International | | | Global
Consumer
Solutions | | | General
Corporate
Expense | | | Total | | | Revenue | | $ | 1,277.4 | | | $ | 949.7 | | | $ | 920.6 | | | $ | 359.9 | | | $ | — | | | $ | 3,507.6 | | | Adjustments(1) | | | 20.0 | | | | — | | | | — | | | | — | | | | — | | | | 20.0 | | | Adjusted revenue | | | 1,297.4 | | | | 949.7 | | | | 920.6 | | | | 359.9 | | | | — | | | | 3,527.6 | |
| (1) | During the third quarter of 2019, we recorded a $20.0 million ($15.1 million, net of tax) charge to revenue related to settlements with commercial customers. |
Notes to Reconciliations of Non-GAAP Financial Measures to the Comparable GAAP Financial Measures Acquisition-related amortization expense, net of tax - For the year ended December 31, 2020, we recorded acquisition-related amortization expense of certain acquired intangibles of $141.8 million ($120.6 million net of tax). We calculate this financial measure by excluding the impact of acquisition-related amortization expense and including a benefit to reflect the material cash income tax savings resulting from the income tax deductibility of amortization for certain acquired intangibles. These financial measures are not prepared in conformity with GAAP. Management believes excluding the impact of amortization expense is useful because excluding acquisition-related amortization, and other items that are not comparable allows investors to evaluate our performance for different periods on a more comparable basis. Certain acquired intangibles result in material cash income tax savings which are not reflected in earnings. Management believes that including a benefit to reflect the cash income tax savings is useful as it allows investors to better value Equifax. Management makes these adjustments to earnings when measuring profitability, evaluating performance trends, setting performance objectives and calculating our return on invested capital. Costs related to the 2017 cybersecurity incident - For the year ended December 31, 2020, we recorded pre-tax expenses of $365.0 million ($270.5 million, net of tax) and for year ended December 31, 2019, we recorded pre-tax expenses of $337.3 million ($252.3 million, net of tax) associated with the costs to investigate the 2017 cybersecurity incident, legal fees to respond to subsequent litigation and government investigations, costs to deliver the free product offering made to all U.S. consumers and incremental costs to transform our information technology, data security, and infrastructure. Management believes excluding these charges is useful as it allows investors to evaluate our performance for different periods on a more comparable basis. Management makes these adjustments to net income when measuring profitability, evaluating performance trends, setting performance objectives and calculating our return on invested capital. This is consistent with how management reviews and assesses Equifax’s historical performance and is useful when planning, forecasting and analyzing future periods. Costs related to the 2017 cybersecurity incident do not include losses accrued for certain legal proceedings and government investigations related to the 2017 cybersecurity incident. 
Copyright ©Fair market value adjustment of equity investments - During the first quarter of 2020, we recorded a $32.9 million ($26.3 million, net of tax) gain related to adjusting our equity method investment in India, in conjunction with the purchase of the remaining interest of our joint venture. Prior to the purchase of the remaining interest, Equifax did not have control over the joint venture. As a result of the transaction, Equifax recognized a gain related to the remeasurement of the preexisting equity interest in the India joint venture at the acquisition-date fair value of the business combination.
| www.equifax.com | EQUIFAX INC | 2021Proxy Statement | 92 |
In addition, during the third quarter of 2020, our investment in Brazil underwent an initial public offering. The investment had previously been recorded on our books at cost less impairment, as it did not have a readily determinable fair value. Subsequent to the initial public offering, our investment in Brazil has been adjusted to fair value, and will continue to be adjusted to fair value at the end of each reporting period, with unrealized gains or losses to be recorded within the Consolidated Statements of Income in Other income, net. For the year ended December 31, 2020, we recorded a $116.6 million ($74.8 million, net of tax) gain on the fair market value adjustment of our equity investment in Brazil. Management believes excluding these charges from certain financial results provides meaningful supplemental information regarding our financial results, since the non-operating gains and losses are not comparable among the periods. This is consistent with how our management reviews and assesses Equifax’s historical performance and is useful when planning, forecasting and analyzing future periods. Pension mark-to-market fair value adjustment - Effective in the fourth quarter of 2020, we voluntarily changed our method of accounting for recognizing actuarial gains and losses and expected return on plan assets for our defined benefit pension and other postretirement benefit plans. Under the accounting method change, remeasurement of projected benefit obligation and plan assets are immediately recognized in earnings through net periodic benefit cost within Other Income (Expense) on the Consolidated Statements of Income (Loss), with pension and postretirement plans to be remeasured annually in the fourth quarter, or on an interim basis as triggering events require remeasurement. This change has been applied on a retrospective basis for all prior periods presented. During the fourth quarter of 2020 and for the year ended December 31, 2020, we recorded a $32.2 million loss ($24.3 million, net of tax) related to the fourth quarter mark-to-market fair value adjustment of our pension and postretirement benefit plans. During the fourth quarter of 2019 and for the year ended December 31, 2019, we recorded a $4.8 million gain ($3.9 million, net of tax) related to the fourth quarter mark-to-market fair value adjustment of our pension and postretirement benefit plans. Management believes excluding these charges from certain financial results provides meaningful supplemental information regarding our financial results, since the non-operating gains and losses are not comparable among the periods. This is consistent with how our management reviews and assesses Equifax’s historical performance and is useful when planning, forecasting and analyzing future periods. Income tax effects of Q1 2020 gain on fair market value adjustment of equity investment - During the first quarter of 2020, we recorded a gain related to adjusting our equity method investment in India, in conjunction with the purchase of the remaining interest of our joint venture. Prior to the purchase of the remaining interest, Equifax did not have control over the joint venture. As a result of the transaction, Equifax recognized a gain related to the remeasurement of the preexisting equity interest in the India joint venture at the acquisition-date fair value of the business combination. Additional income tax effects related to this transaction were recorded each quarter of 2020. Management believes excluding this gain and related income tax effects from certain financial results provides meaningful supplemental information regarding our financial results for 2020, since the non-operating gain is not comparable among the periods. This is consistent with how our management reviews and assesses Equifax’s historical performance and is useful when planning, forecasting and analyzing future periods. Foreign currency impact of certain intercompany loans - For the year ended December 31, 2020, we recorded foreign currency loss related to certain intercompany loans of $6.2 million. The impact was recorded to the Other Income, net line item within the Consolidated Statements of Income. Management believes excluding this charge is useful as it allows investors to evaluate our performance for different periods on a more comparable basis. This is consistent with how management reviews and assesses Equifax’s historical performance and is useful when planning, forecasting and analyzing future periods. Valuation allowance for certain deferred tax assets - During the first quarter of 2020, we recorded a $7.0 million valuation allowance adjustment for deferred tax assets where the benefit is not expected to be realized. Management believes excluding this tax effect from financial results provides meaningful supplemental information regarding our financial results for 2020 because this amount is not comparable among the periods. This is consistent with how management reviews and assesses Equifax’s historical performance and is useful when planning, forecasting and analyzing future periods. Tax benefit on a legal settlement related to the 2017 Equifax Inc.cybersecurity incident - During the first quarter of 2020, we recorded a $4.8 million tax benefit on legal settlements related to the 2017 cybersecurity incident, as finalization of the settlement terms in the first quarter caused us to conclude the tax treatment has changed from the time we recorded the initial loss. Management believes excluding this charge is useful as it allows investors to evaluate our performance for different periods on a more comparable basis. This is consistent with how management reviews and assesses Equifax’s historical performance and is useful when planning, forecasting and analyzing future periods. Settlements with commercial customers - During the third quarter of 2019, we recorded a $20.0 million ($15.1 million, net of tax) charge to revenue related to settlements with commercial customers. Management believes this adjustment to revenue provides meaningful information regarding our revenue and provides a basis to compare revenue between periods and to net income when measuring profitability, evaluating performance trends, setting performance objectives and calculating our return on invested capital. Management considers these adjustments when assessing historical performance and is useful when planning, forecasting and analyzing future periods. | EQUIFAX INC | 2021Proxy Statement | 93 |
Charge related to the realignment of internal resources and other costs - During the fourth quarter of 2020 and the first quarter of 2019, we recorded $31.9 million ($24.3 million, net of tax) and $11.5 million ($8.8 million, net of tax), Atlanta, Georgia.respectively, of restructuring charges for the realignment of internal resources and other costs, which predominantly relates to the reduction of headcount and the realignment of our internal resources to support the Company’s strategic objectives and increase the integration of our global operations. Management believes excluding this charge from certain financial results provides meaningful supplemental information regarding our financial results for the years ended December 31, 2020 and 2019, since the charges are not comparable among the periods. This is consistent with how our management reviews and assesses Equifax’s historical performance and is useful when planning, forecasting and analyzing future periods. Income tax effects of stock awards that are recognized upon vesting or settlement - For the year ended December 31, 2020, we recorded tax benefit of $6.1 million related to the tax effects of deductions for stock compensation in excess of amounts recorded for compensation costs. For the year ended December 31, 2019, we recorded a tax benefit of $3.0 million related to the tax effects of deductions for stock compensation in excess of amounts recorded for compensation costs. Management believes excluding this tax effect from financial results provides meaningful supplemental information regarding our financial results for the twelve months ended December 31, 2020, as compared to the corresponding period in 2019, because this amount is non-operating and relates to income tax benefits or deficiencies for stock awards recognized when tax amounts differ from recognized stock compensation cost.This is consistent with how management reviews and assesses Equifax’s historical performance and is useful when planning, forecasting and analyzing future periods. Argentina highly inflationary foreign currency adjustment - Argentina experienced multiple periods of increasing inflation rates, devaluation of the peso, and increasing borrowing rates. As such, Argentina was deemed a highly inflationary economy by accounting policymakers in 2018. For the year ended December 31, 2020, we recorded a foreign currency loss of $0.5 million, related to the impact of remeasuring the peso denominated monetary assets and liabilities as a result of Argentina being a highly inflationary economy. For the year ended December 31, 2019, we recorded a foreign currency loss of $1.0 million. Management believes excluding this charge is useful as it allows investors to evaluate our performance for different periods on a more comparable basis. This is consistent with how management reviews and assesses Equifax’s historical performance and is useful when planning, forecasting and analyzing future periods. PayNet acquisition related amounts for transaction expenses incurred as a direct result of the acquisition - During the second quarter of 2019, we recorded $6.3 million ($4.8 million, net of tax) for PayNet acquisition related amounts other than acquisition-related amortization which was primarily related to transaction costs resulting from the acquisition and was recorded in operating income. Management believes excluding this charge from certain financial results provides meaningful supplemental information regarding our financial results, since a charge of such amount is not comparable among the periods. This is consistent with how our management reviews and assesses Equifax’s historical performance and is useful when planning, forecasting, and analyzing future periods. | www.equifax.com | EQUIFAX INC | 2021Proxy Statement | 94 |
| ANNEX B: | Forward-Looking Statements |
This Proxy Statement contains information that may constitute “forward-looking statements.” Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will,” “may” and similar expressions identify forward-looking statements, which generally are not historical in nature. All rights reserved. Equifaxstatements that address operating performance, events or developments that we expect or anticipate will occur in the future, including statements relating to future operating results, the 2017 cybersecurity incident, improvements in our information technology and EFXdata security infrastructure, including as part of our cloud data and technology transformation, our strategy, our ability to mitigate or manage disruptions posed by COVID-19, the impact of COVID-19 and, changes in U.S. and worldwide economic conditions that materially impact consumer spending, consumer debt and employment, the demand for Equifax’s products and services, our culture, our ability to innovate, the market acceptance of new products and services and similar statements about our business plans are trademarksforward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the Company’s historical experience and our present expectations or projections, including without limitation our expectations regarding the Company’s outlook, long-term organic and inorganic growth, and customer acceptance of Equifax Inc. 16-0027our business solutions referenced in “Item 1. Business” and in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation — Business Overview” of our Annual Report on Form 10-K for the year ended December 31, 2020. These risks and uncertainties include, but are not limited to, those described in “Item 1A. Risk Factors,” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2020, and those described from time to time in our future reports filed with the United States Securities and Exchange Commission. As a result of such risks and uncertainties, we urge you not to place undue reliance on any such forward-looking statements. Forward-looking statements speak only as of the date when made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. | EQUIFAX INC | 2021Proxy Statement | 95 |
 
 
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