UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.DC 20549

SCHEDULE 14A

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EQUIFAX INC.

EQUIFAX INC.

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

DearTo Our Shareholders:

Together2021 was another strong year for Equifax as we continue to invest for the future while delivering record financial results for our shareholders. We are rapidly building a new company – a New Equifax – a faster growing, higher margin, diversified data, analytics and technology company that has expanded well beyond a traditional consumer credit bureau with a total addressable market almost three times larger than the past. We have delivered 8 consecutive quarters of strong double-digit growth and record revenue of $4.9B in 2021, which was up an impressive 19%. We made strong progress on our multi-year $1.5B cloud technology and single data fabric investment, moving over 50% of our revenue to the new Equifax management team,Cloud. We delivered a record 151 new products last year leveraging our new Equifax Cloud for a Vitality Index of just under 9%. And, we completed a record 8 acquisitions totaling close to $3B to broaden and strengthen Equifax for the future. We have set ourselves apart in the industry by maximizing our investments leveraging the power of the new Equifax Cloud to drive record company growth and unmatched new product innovation. We are a New Equifax and we are focused on enhancing financial value, driving operational growth and advancing the interests of our shareholders. We are pleased to update you on the significant financial, operational and governance actions and shareholder outreach efforts undertaken over the last year.

Financial Highlights

Under the leadership of our CEO, Rick Smith, Equifax has achieved outstanding growth and performance since September 2005, including total shareholder returns 103% greater than the S&P 500 Index shareholder return and market capitalization growth from $4.3 billion to $15.7 billion. We produced record results in 2016, enabling us to make significant investments to secure future growth while delivering outstanding shareholder returns. During the past year, we completed the largest acquisition in our history, developed and delivered powerful new analytical insights and expanded our global presence. We also returned significant capital to our shareholders through a total of $157.6 million in dividends. Together, our Board, executive management and all other Equifax team members are building a company that is positioned for future growth and continued profitability.

Shareholder Engagement and Corporate Governance

Pursuant to our Board-directed shareholder engagement program, we are engaged in thoughtful and constructive dialogue with a significant portion of our shareholder base. Interactions with investors have provided us with valuable feedback on our Board composition, corporate governance and executive compensation practices over the past year. During the past year, senior management connected with approximately 60% of our shareholder base, including the majority of our top 50 shareholders. Below are just a few of the areas we focused on as part of our commitment to our Company and our shareholders.getting started!

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Board Diversity.In 2016, we took action in response to encouragement from our shareholders to ensure that we establish a diverse pool of director candidates for consideration by the Governance Committee. Last year, we elected Ms. Elane Stock to the Board. Ms. Stock brings significant experience in international consumer business operations, which is particularly important as Equifax develops and markets new products across the globe. As we identify future director candidates as part of our ongoing succession planning, we are committed to seeking candidates who offer diverse backgrounds and fresh perspectives along with the requisite skills, experience and character necessary to serve on our Board and represent our shareholders.

2021 FINANCIAL PERFORMANCE Overall Revenue $4.9B Up 19%, our second year of strong above market performance reflects the strength of the New EFX growth model. Workforce Solutions USIS International $2B $1.1B $1.1B Up 39%, which is up 2X from 2019 revenue of $971M. Driven by strong performance in Verifications and active record growth of 22M. Total revenue up 4% despite the 7.5% decline in the U.S. mortgage market. Team delivered strong non-mortgage organic growth. Milestone year with first year of revenues over $1B. Double digit growth in Asia Pacific, Canada and Latin America.

In addition to this record financial performance, we continued to make tremendous progress executing the Equifax Cloud data and technology transformation. We now have about half of our revenue being delivered from the new Equifax Cloud. This will build meaningfully in 2022 as we expect to substantially complete our North America cloud migrations and move towards 80% of our revenue in the new Equifax Cloud. We have completed almost 112,000 business-to-business migrations, over 10 million consumer migrations and 1 million data contributor migrations. In North America, our principal consumer exchanges are in production on our new cloud-based single data fabric and delivering to customers. Our International transformation is also progressing and is expected to be principally completed by the end of 2023. We remain on track and confident in our plan to become the only cloud native data and analytics company.

The strength of our New Equifax is supported by our 13,000 Equifax employees in 25 countries who have anticipated and responded to changing customer needs in a new global economic normal – helping our customers navigate the evolving pandemic and connect with consumers in increasingly digital ways. A few highlights that the EFX team delivered in 2021:

Workforce Solutions: Our fastest growing, highest margin, and most valuable business

Workforce Solutions continues to deliver outstanding performance, and is clearly our strongest, fastest growing, highest margin and most valuable business. It now delivers over 40% of Equifax revenue, up from 25% a short three years ago and will likely grow to over 50% of Equifax in the coming years. 2021 growth of 39% is well above the 13-15% long-term framework for Workforce Solutions and on top of 51% growth in 2020 which is highly accretive to Equifax’s overall revenue growth rate. Workforce Solutions is delivering these strong top-line results with EBITDA margins of 55% which are industry leading and over 2000 bps above Equifax’s average margin rate. At the end of 2021, The Work Number reached 136 million active records, an increase of 19%, or 22 million records from a year ago, and included 105 million unique individuals, which is almost 70% of U.S. non-farm payroll. We are now receiving records every pay period from 2.5 million companies, up from 1 million when we started 2021 and 27,000 contributors a short two-plus years ago. Our lens is expanding beyond U.S. non-farm payroll to include the 40-50 million gig and self-employed workers and 20-30 million pensioners that will allow Workforce Solutions to significantly increase its data set. Beyond the 136 million active records, we have over 535 million total records that give us the ability to deliver historical income and employment data solutions to many markets.

In recent years, the business has expanded its lens beyond verification of income and employment for financial services and FinTech solutions including mortgage, auto, personal loans, and credit cards into new verticals including Employer Services, Talent Solutions, and Government markets. In 2021, half of Workforce Solutions revenue was in these faster growing verticals outside our traditional financial services markets. We substantially

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strengthened and broadened Workforce Solutions in 2021 through the acquisition of Appriss Insights, as well as Health e(fx), HIREtech and i2Verify. The very strong growth of The Work Number and the addition of Appriss Insights and expansion of the Workforce Solutions Data Hub, have dramatically expanded the Workforce Solutions addressable markets across Talent Solutions, Government, and Employee Services including Onboarding, as well as their core Mortgage and Financial Service markets. Our ability to access these markets with our unique and still expanding employment, income and talent based data and services will allow Workforce Solutions to continue to deliver above market core growth and power Equifax in the future.

Global Impact and ESG Priorities

As the needs of customers and consumers have changed worldwide, Equifax remains committed to our Purpose of helping people live their financial best.

In 2021, we introduced innovative solutions around the world to tackle the challenge of financial inclusion and help bring more mainstream financial services opportunities to unbanked and underbanked individuals. As part of this commitment, we introduced the industry’s first and only U.S. credit report in Spanish available online or via mail. This vital service that ‘Only Equifax’ provides will help 62 million Spanish speakers in the U.S. better understand their credit profiles, so that they are empowered to move forward in all aspects of their financial journey – another step that demonstrates our commitment to financial inclusion and ensuring greater access to credit.

We also have a big commitment to expanding access to credit that aligns with our Purpose of helping people live their financial best. We strive to create economically healthy individuals and communities everywhere we do business and we play a critical role in people’s lives by helping them apply for a job or mortgage, finance their education or buy a car. We have invested heavily in new data sets to enable access to credit for the over 60 million U.S. consumers who are either un- or under-banked and are forced to access higher cost financial products. Utilizing our unique data assets including The Work Number income and employment data, NCTUE cell phone and utility payment data, rental payment data, and our 80 million alternative payment data records from our DataX and Teletrack acquisitions, we can help convert an unbanked or thin credit file consumer to a scorable consumer or help them improve their financial profile to allow them to enter the lower cost formal financial services market.

We are also committed to maintaining and enhancing the accuracy of our data and credit reports. We continue to invest to make it easier for consumers to access their credit reports including extending free access to credit reports through 2022 as U.S. consumers manage the COVID pandemic. Beyond that, we are investing in new technology to make it easier for consumers to address errors on their credit reports including new on-line processes and alerts.

We also continue to recognize that data, analytics and technology is a powerful force in addressing pressing issues facing the world around us. Last year, we accelerated our commitment to Environmental, Social and Governance (ESG) priorities, announcing a market-leading sustainability commitment to net-zero greenhouse gas emissions by 2040 enabled by the Equifax Cloud. Our move to the Equifax Cloud is expected to propel the company on its journey to net-zero by significantly reducing the footprint of on-site technology and data centers and leveraging the enhanced energy efficiency of our cloud service providers.

We further committed to making quantitative ESG diversity disclosures available annually in accordance with the Sustainability Accounting Standards Board (SASB) framework, and we are one of the first in our industry to publicly disclose our Equal Employment Opportunity (EEO-1) and SASB diversity reports. We are committed to nurturing a culture where diverse talent thrives. In 2021, 77% of the Equifax senior leadership team was diverse, 38% of Equifax global senior leadership identified as female, and women comprised 44% of the Equifax global workforce. During that same time period, 41% of Equifax U.S. employees identified with diverse racial and ethnic groups.

Beginning in 2022, in support of the expansion of these ESG commitments, all members of our Global Leadership Team will include an ESG goal as part of their performance objectives. We recognize that this is just a start. There is more to do and we are committed to transparency in our journey.

WORKFORCE DIVERSITY 77% Global senior leadership is diverse 38% Global senior leadership are women 44% Global workforce are women 41% U.S. employees are racially or ethnically diverse

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EFX2023: Our Foundation

Our compass for the future lies in our EFX2023 strategy, which builds upon our EFX2020 priorities. Executing these priorities, including our industry leading data and technology Cloud transformation, will lead to stronger revenue growth, faster margin expansion and higher cash flow to allow us to continue to invest in Equifax for growth, complete bolt-on acquisitions, and return cash directly to shareholders. Our EFX2023 imperatives reflect our strategic shift from an era of building, investing, and transforming to one of leveraging our massive cloud investments for innovation, new products, and accelerated growth. With our new Equifax Cloud foundation in place, we are Leveraging the Equifax Cloud for Innovation, New Products and Growth through these priorities, which provide a foundation for our ongoing performance.

Accelerate Innovation and New Products

New products are a long-term driver of top-line growth for the New Equifax. In 2021, we delivered a record 151 new products – up from 134 in 2020 and nearly twice the number of solutions developed historically. Not only did we speed our time to market by 45% over the last 24 months, we achieved a Vitality Index – which refers to the revenue that comes from new products introduced in the past 3 years – of just under 9%. This was stronger than our 8% Vitality Index expectations when we started in 2021 and the highest level we have achieved since 2018.

The New Equifax launches products at a volume over 60% higher than in our pre-Transformation era. But, it’s not just

about launching new products. We have redesigned how our product teams operate to ideate, develop and bring products to market and to ensure that those new products meet rapidly-evolving market needs. Our enhancements are generating a far more efficient pipeline to convert ideas into products that drive value for customers. We’re focused on ensuring strong revenue growth and strengthening our Vitality Index. And, we’ll continue to drive a balance between multi-generational product lines for customers who want evergreen products that grow with them, alongside net-new product launches each year – all leveraging the unified data from the Equifax Cloud. Our

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new solutions help our customers grow and drive our top and bottom line.

The Equifax Cloud and our common data fabric gives us the ability to ingest and manage diverse data types and then develop custom reports through Equifax One and custom scores using Equifax decisioning much more easily, which substantially accelerates our time to market. As we move through 2022, you will see this capability further accelerate our New Product Innovation (NPI) based revenue growth. Leveraging our new Equifax Cloud capabilities to drive new product roll-outs, we expect to deliver a Vitality Index in 2022 of over 10%, which equates to over $500 million of revenue in 2022 from new products introduced in the past three years.

Leverage Equifax Cloud Capabilities

We spent the past three years building the Equifax Cloud and now we are in the early days of leveraging our new and uniquely Equifax cloud-based technology and single data fabric capabilities. As we move into 2022 and beyond, we will increasingly realize the top-line, cost, and cash benefits from these new ‘Only Equifax’ cloud capabilities.

Our EFX Cloud strategy called for us to transform first in the U.S. with International as a fast follow and we’ve executed against that plan. The result? In 2021, over 50% of Equifax revenue was delivered from the new EFX Cloud – and we expect this to build meaningfully in 2022 to 80% of our global revenue as we move towards becoming the only cloud native company in our space.

Our innovative thinking, technical excellence and transformation execution has been recognized by Google Cloud, who named us as their top financial services customer in 2021. That’s a testament to our best-in-class use of cloud technology and our tenacity in implementation.

These business actions bring substantial energy and resource savings and are strong indicators of how we will deliver in a more nimble and efficient way as we move forward. A great example of this is our launch of the Workforce Solutions Verification Exchange in Australia, Canada, India, and the U.K. Similar to how The Work Number service operates in the U.S., Verification Exchange helps increase access, reduce fraud, support compliance, and mitigate risk throughout the verification process using automated systems designed in accordance with a country’s regulatory framework. Our single data fabric completely changes our approach to data management and revolutionizes the products that we can provide as well as the speed with which we can develop them. With the Equifax Cloud, we can build something once and then deploy it in any of our 25 markets quickly, with market specific customizations that require very little engineering. This speeds our delivery timelines dramatically, while also lowering the costs to our customers.

We remain on track in our plan to move from half of Equifax in the new Equifax Cloud to close to 80% by the end of 2022 as we move towards becoming the only cloud native data, analytics and technology company in our space. We remain confident that the Equifax Cloud will differentiate us commercially, expand our NPI capabilities, accelerate our top line growth, and expand our margins from the growth and cost savings in 2022 and beyond.

Expand Differentiated Data Assets

The New Equifax is a holistic transformation of how we work, including our operating models and structures, to maximize the benefits of our differentiated data assets and the Equifax Cloud to accelerate growth and new product innovation for our customers around the world. Our cloud capabilities and data fabric are helping us deliver new products – with assets from multiple data sources – in ways we could only imagine before.

With this in mind, Bryson Koehler has assumed an expanded role of Chief Technology, Product and Data & Analytics Officer. In this new role, Bryson will take his considerable background across all three of these critical Equifax functions – Technology, Product, and D&A – to lead heightened connectivity and positive synergies across these three critical teams.

Differentiated data that ‘Only Equifax’ can provide is at the heart of the New Equifax:

These are very unique data assets at scale – information that Only Equifax has that outperform the competition. The addition of Appriss Insights in October, educational information from the National Student Clearinghouse in August, and significant growth in The Work Number in 2021 substantially expanded the Workforce Solutions Data Hub, supporting continued customer expansion and NPIs.

One of the most impactful elements of our transformation is how we have revolutionized our approach to data management. Siloed data is a huge challenge in our industry. Equifax is now the only company in our space that has implemented a system to bring all of our enterprise data together – in every region, business unit and product line with a common key for every person, place and thing we catalog. Our global data fabric unifies more than 100 data silos into a single platform. We now have more than 250 billion records keyed and linked in a common format. This allows us to stream data on demand to our data scientists and customers and eliminates the months of labor required in the past to prepare complex data sets. As important, our single data fabric allows the rapid delivery of multi-data solutions that drives predictability and higher approval rates, lower losses, and higher performance for our customers.

Put Customers First

Equifax is committed to being the most consumer-friendly credit reporting agency. In 2021, the myEquifax consumer portal surpassed 13 million users, 4 million Core Credit™ subscribers, and 600,000 paid product subscribers. We evolved this experience by launching personalized savings alerts to consumers and a new service that grants consumers on-line access to their locked or frozen credit files. We also extended the portal to Canada with the launch of monEquifax. And in January, we announced along with TransUnion and Experian that we were extending free weekly credit reports for a 3^rd year as a service during the pandemic through the end of 2022.

A Customer-First mentality for our business customers means continuously helping them to solve problems and working in partnership with them to drive their growth in a rapidly evolving economy. It also means exceeding customer expectations by delivering solutions with speed, flexibility, stability and performance.

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With the Equifax Cloud and our cloud-native architecture, our customers are seeing a significant lift in speed and performance. In 2021, we reduced the complexity of our infrastructure by 50%. As a result, our mortgage platform has seen a 3,500% increase in performance for end users. And the Equifax Cloud is running at “four nines” of end-user measured availability – far better than legacy environments can achieve.

As part of our commitment to bringing businesses the insights they need to deliver convenience, flexibility and a more personalized experience to their customers, Equifax introduced a new InnovationX immersive customer collaboration experience to help fast growing FinTechs, established financial institutions and other organizations accelerate innovation in today’s competitive market. This unique testing ground for new financial services products enables organizations to validate ideas and understand new markets with ready access to real-time, cloud-native data and advanced analytics that only Equifax can provide.

Our focus on putting customers first enables us to be more proactive in solving problems better and faster for customers while delivering enhanced operational readiness to provide a better customer experience.

Execute Bolt-on M&A

Reinvesting our strong cash flow in accretive and strategic bolt-on M&A is central to our EFX2023 growth strategy. 2021 marked the most active M&A phase in our company’s history – with 8 acquisitions closed totaling $2.95 billion that added $300 million to run rate revenue excluding synergies. We expect to add 1-2% of revenue growth each year from bolt-on M&A.

Our M&A priorities are clear and focused on expanding and strengthening our core, with emphasis on enhancing our strongest and fastest growing business, Workforce Solutions; adding unique data assets; expanding in the fast growing $19B Identity and Fraud space; and continuing to expand our credit bureau footprint globally.

We substantially strengthened and broadened Workforce Solutions through the acquisition of Appriss Insights, the second largest acquisition in Equifax history, for $1.825 billion. Their unique 170 million criminal justice and incarceration data is used in the hiring and social services spaces and will expand the breadth of our differentiated data sources, expand Workforce Solutions verification capabilities, enhance our identity and fraud prevention offerings, and advance our strategy for a comprehensive Workforce Solutions data hub.

We further expanded our core Employer Services capabilities with the acquisitions of Health (e)fx, HIREtech and i2Verify. Health e(fx) provides ACA compliance software solutions to employers, serving 25% of Fortune 100 and 75 companies in the Fortune 500. HIREtech offers a robust technology platform that offers businesses access to data and intelligence that helps guide important financial and hiring decisions. Bridging the gap between human resources, tax, and finance, the HIREtech capabilities will help expedite Workforce Solutions innovation. i2Verify, an income and employment verification firm focused on clients in the healthcare and education sectors, helps grow both our Employer Services and Verification Services businesses.

We also strengthened our Identity & Fraud capabilities through the acquisition of Kount, a provider of Artificial Intelligence (AI)-driven fraud prevention and digital identity solutions, for $640 million. Kount expands the Equifax worldwide footprint in digital identity and fraud prevention solutions with their 32 billion consumer interactions annually, helping businesses better engage with their customers while combating fraud. In 2022, we are integrating our Identity, Fraud and Compliance Platform groups under Brad Wiskirchen, our Kount leader, to unify and scale our Global ID&F product platform. With our cloud data & analytics capabilities and Kount’s e-commerce model, EFX is poised to capitalize on new revenue streams and retail relationships, broadening our digital identity footprint in the fast growing Identity & Fraud space.

U.S. Information Solutions differentiated data assets were also expanded through the Teletrack acquisition. Teletrack is a leading specialty CRA that provides non-traditional credit data and insights to the alternative financial services industry. The combination of Teletrack with the Equifax DataX business will create a leading U.S. specialty consumer reporting agency, with data on more than 80 million thin-file, unbanked, underbanked and credit rebuilding consumers, that can help to expand access to credit through alternative data insights.

We are focusing on integrating these acquisitions and executing our synergy and growth plans in order to leverage our new data, products, and capabilities. Leveraging our strong free cash flow to reinvest in bolt-on M&A that strengthens and broadens the core of Equifax and adds 1-2% to our long term growth rate is central to the future of Equifax.

Continue Leadership in Security

As a data, analytics, and technology company, we are entrusted with sensitive consumer information, and we are committed to being a leader in data security. We are extremely proud of the incredible progress that we have made toward embedding security into everything we do – from our technology infrastructure, data fabric, and product development, to our merger and acquisition strategies, to our incentive compensation plans.

At Equifax, we firmly believe that security should not be a trade secret. We recognize that part of being an industry leader in data security is being transparent about our learnings and actively sharing the best practices that we are collecting as we work to implement change. Our security transformation has set the tone for other companies across industries, and in 2021, we introduced our inaugural Annual Security Report. Almost every aspect of our security program has been completely overhauled since 2017 and the results speak volumes. In multiple independent ratings, our security capabilities now exceed every major industry benchmark.

We remain committed to working openly with our peers, customers, and partners to tackle emerging security challenges, document best practices, provide vital data security thought leadership, and work together to deliver solutions that benefit both the security community and consumers.

The tone for our security program comes from the top, with our Equifax Board actively engaged in the oversight of our security program and every Equifax employee and Board member receiving annual security training. In addition, continuing in 2021, all bonus-eligible employees had a security performance measure included in the calculation of their annual incentive compensation – helping them to understand how they contribute to protecting our systems and treat security as a personal priority and tracking progress through a quarterly scorecard. This reinforces our culture and aligns our employees with progress against our security program goals.

Taken together – our technology… our capabilities… our expertise – it’s clear that security has become a competitive advantage for Equifax. We’re now able to meet new regulatory requirements – and quickly adapt to ever-changing cyber threats – in ways that others in our industry cannot.

Act as One Team, One Equifax

In the fourth quarter of 2021, we consolidated our Global Consumer Services operations into our Workforce Solutions, USIS, and International business units. This move aligned our direct-to-consumer and partner businesses closer to the markets in which they operate. We’ve also aligned our Breach Services business under our Chief Information Security Officer, Jamil Farshchi, to best leverage our security team’s leadership and industry knowledge.

At Equifax, we are focused on nurturing our people by providing meaningful opportunities for career advancement and development, fostering an inclusive and diverse work environment, and promoting employee engagement and recognition. We leverage our enterprise-wide talent initiatives to develop, retain and attract a highly-qualified workforce in order to promote our culture of innovation, add diverse perspectives and deliver on our business strategy.

Our teams have operated exceptionally well over the past 2 years of the COVID pandemic. We learned a lot about the positives of a flexible work environment but at our heart, we are a collaborative team whose best work happens when we are face to face. We were energized to roll-out our new EFXFlex 3/2 +2 Framework which allows for 2 hybrid days/week and 2 full hybrid work weeks/ year that combines the power of in-person collaboration with the benefits of hybrid work. In 2021, we introduced Equifax CLIMB, our new on-demand learning experience platform. More than 8,000 Equifax employees accessed the platform to complete over 271,000 courses, videos, books or audiobooks totaling nearly 23,000 learning hours, elevating both technical and professional capabilities throughout the company.

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We Are Just Getting Started

We spent the last 4 years investing over $1.5 billion in the new Equifax Cloud and single data fabric, expanding our differentiated data assets, completing more than 20 acquisitions totaling $3.5 billion that strengthen and broaden Equifax, and investing in product centric resources to leverage our new Equifax Cloud. Over the last two years, we have leveraged our investments in the Equifax Cloud to deliver record revenue growth of 17% in 2020 and 19% last year. We are in the early days of leveraging our new EFX Cloud capabilities as we move from building our cloud framework to truly capitalizing on the speed and power that it brings to our competitiveness, ability to deliver new and innovative solutions, and drive above market growth.

As we move through 2022 and into 2023 and beyond, the next gear for Equifax will be to leverage our differentiated data and new Equifax Cloud native technology to enable seamless delivery of new products that will drive our top and bottom line. We expect to see continued strong and balanced, above market core growth, reflecting benefits from the strength of Workforce Solutions, the new Equifax Cloud and accelerated NPIs leveraging the Equifax Cloud. We are in the early days of leveraging our new Equifax Cloud capabilities but remain confident that they will differentiate us commercially, expand our NPI capabilities, accelerate our top line growth and expand our margins from the growth and cost savings in 2022 and beyond. Under our new Long Term Financial Framework, we expect to grow revenue 8-12% in the future while expanding our EBITDA margins by 500 bps between 2021 and 2025. This will deliver higher free cash flow to allow us to continue to invest in the future of Equifax and deliver strong shareholder returns.

On behalf of the Equifax Board, leadership team, and 13,000 associates around the globe, thank you for your support and confidence. We are energized about the future of your company. The New EFX is a faster growing, higher margin, and higher returning company ...and we are just getting started!

Thanks for your support,

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

1550 Peachtree Street, N.W.

Atlanta, Georgia 30309

Date and Time May 5, 2022 9:30 a.m., Central Time Meeting Location Equifax Workforce Solutions 11432 Lackland Road St. Louis, Missouri 63146 Virtual Meeting Site www.virtualshareholdermeeting.com/EFX2022 Record date March 4, 2022

Agenda

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

Shareholders are cordially invited to participate in the Annual Meeting by attending in person or attending virtually via our live meeting webcast. See page 93 of the Proxy Statement for more information on how to attend, participate in and vote at the Annual Meeting.

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

This year we will again seek to conserve natural resources and reduce costs by electronically disseminating annual meeting materials, as permitted by the Securities and Exchange Commission (“SEC”). Unless otherwise requested, shareholders will receive a Notice of Internet Availability of Proxy Materials with instructions for accessing these materials via the Internet. You can also receive, upon request, a copy of the proxy materials by mail if you prefer. All shareholders who have previously requested paper copies of our proxy materials will continue to receive a paper copy of the proxy materials by mail. Proxy materials or a Notice of Internet Availability were first sentmade available to shareholders beginning on March 24, 2017.2022.

By order of the Board of Directors,

John J. Kelley IIILisa M. Stockard

Assistant Secretary

March 24, 2022

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 5, 2022. The Notice, Proxy Statement and Annual Report are available at www.proxyvote.com.

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

Table of Contents 

EQUIFAX INC. - 2017 Proxy Statement5

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PROXY SUMMARY

Proxy Summary

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

 

Equifax 2022 Annual Meeting Information

2016 Performance Highlights

Time	Date	Meeting Location	Virtual Meeting Site
9:30 a.m., Central Time	May 5, 2022	11432 Lackland Road St. Louis, Missouri 63146	www.virtualshareholdermeeting.com/EFX2022

 

Revenue: $3.1 billion,Items for Vote an 18% increase from 2015		Net income: $488.8 million, a 14% increase from 2015	Adjusted EPS:(1)Board Voting Recommendation
$5.52,1. a 23% increase from 2015	Dividend payments Election of 10 directors		FOR ALL NOMINEES
2.	Advisory vote to shareholders: $157.6 million,approve named executive officer compensation (“say-on-pay”) a 14% increase from 2015	Adjusted EBITDA margin:(1)	35.8%,FOR an increase
3.	Ratification of 110 basis points from 2015appointment of Ernst & Young LLP as independent registered public accounting firm for 2022		FOR

 

Exceptional Long-Term PerformanceIn addition, shareholders may be asked to consider any other business properly brought before the meeting or any adjournment or postponement thereof.

 

Since Rick Smith joined the Company in September 2005 asVoting and Admission Information

Voting. Holders of 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 Equifaxcommon stock would be worth approximately $375 as of February 28, 2017, whereas the same investmentrecord date, March 4, 2022, are entitled to notice of and to vote at our 2022 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 2022 Annual Meeting. Even if you plan to attend our 2022 Annual Meeting (either 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:person or via meeting webcast), please cast your vote as soon as possible.

 

•				10.7% compounded annual growth rate (CAGR) in operating revenue from continuing operations;
•	16.1% CAGR in net income from continuing operations;
•	17.0% CAGR in Adjusted EPS from continuing operations; and
•	15.6% CAGR in annual dividend payments.

Operating Revenue from Continuing Operations		Net Income from Continuing OperationsREVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
Adjusted EPS from Continuing Operations(1)Via the internet Visit the website listed on your proxy card	By telephone Call the telephone number on your proxy card	Annual Dividend PaymentsBy mail Sign, date and return your proxy card in the enclosed envelope
		Attend the meeting Attend the meeting in person or virtually and cast your vote

 

Admission. Equifax shareholders as of the record date are entitled to attend the 2022 Annual Meeting. Our 2022 Annual Meeting will be held using a “hybrid” in-person and virtual format. Shareholders of record can attend the meeting in person or virtually using the meeting webcast. Please review the admission procedures in this Proxy Statement under “Questions and Answers about the Annual Meeting.”

References to our website included in this Proxy Statement are provided solely for convenience purposes. Content on our website is not, and shall not be deemed to be, part of this Proxy Statement or incorporated herein or into any of our other filings with the Securities and Exchange Commission (the “SEC”).

(1)www.equifax.com

Adjusted EPS and Adjusted EBITDA margin are non-GAAP financial measures. Reconciliation to the corresponding GAAP financial measures can be found under “GAAP/Non-GAAP Measures” on the Investor Relations page of our website atwww.equifax.com.EQUIFAX INC  |2022 PROXY STATEMENT

15

EQUIFAX INC. - 2017 Proxy Statement6

Our Company

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

Overview

 

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 automation and integrated Veda Group Limited—the largest acquisitionoutsourcing services for employers. Headquartered in company history—positioning us for growthAtlanta and supported by 13,000 employees worldwide, Equifax operates or has investments in 25 countries in North America, Central and South America, Europe and the Asia Pacific geography and further broadeningregion.

2021 Performance Highlights

$4.9B		$7.64		52.8%		$190M
Revenue, an increase of 19% from 2020		Adjusted EPS*, an increase of 10% from 2020		One-year total shareholder return, compared to 28.7% for the S&P 500		Dividends paid to shareholders, consistent with 2020 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

In February 2021, we announced the launch of EFX2023, our global presence in important growth markets. We also executedstrategic priorities that will serve as our company-wide compass through 2023. Our EFX2023 imperatives are based on our strategystrategic shift from an era of building, investing and transforming to invest inone of leveraging our talent base, growing our Company by 16.5% to approximately 9,500 employees worldwide.

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

 

Shareholder Engagement ActionsWith our Equifax Cloud foundation in place, we are Leveraging the Cloud for innovation, new products and growth through the following strategic 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.

 

•	EQUIFAX INC  |2022 PROXY STATEMENT	Board Diversity. 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.
•	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.16

EQUIFAX INC. - 2017 Proxy Statement7

Our business and strategy are described in more detail in our 2021 Annual Report on Form 10-K filed with the SEC on February 24, 2022. Our 2021 progress against our goals and the link to our 2021 compensation program is described under “Executive Compensation—Compensation Discussion and Analysis—Executive Summary” beginning on page 44.

Our Purpose, Vision and Values

Our work is guided by our purpose, our vision and our shared values.

Our values 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:

Who We Are
	•   Be leaders in security and trusted data stewards •   Lead with integrity and be personally accountable •   Hold high standards in all our markets around the world
	•    Deliver results and play to win •    Drive excellent execution •    Have a sense of urgency, agility, and grit
	•    Be intellectually curious and insights driven •    Optimize our data and technology to sustain market and product leadership •    Drive scalable, profitable growth
	•    Exceed our customers’ expectations every day •    Deliver value and quality to our customers so we grow together •    Aspire to be our customers’ first call
	•    Work together as one aligned global team •    Assume best intentions from each other •    Foster optimism and have fun together
	•    Take initiative to develop ourselves and help others grow •    Value diversity of experience and thought •    Proudly show our Equifax spirit at work and in our communities

Board Leadership and Composition

Governance Highlights

Board Leadership Structure

Board Composition and Refreshment

Shareholder Engagement

53% conducted investor outreach meetings with shareholders representing 53% of our shares

EQUIFAX INC  |2022 PROXY STATEMENT

18

Our Director Nominees

Our Board recommends that you vote FOR each of the director nominees named below for terms that expire at the 2023 Annual Meeting. The following table provides summary information about each nominee, and you can find additional information under “Proposal 1, Election of Director Nominees” on page 24.

CORPORATE GOVERNANCE HIGHLIGHTS

EQUIFAX INC. - 2017 Proxy Statement8

EQUIFAX INC  |2022 PROXY STATEMENT

20

Compensation Program Highlights

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

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 Nominees2021 Compensation Decisions

 

The Board is asking you to electFor the 11 nominees for director named below for terms that expire at2021 fiscal year, the 2018 annual meeting. The directors will be elected by a majority vote. This year’s Board nominees include two new directors—Ms. Elane Stock, retired Group President, Kimberly-Clark International,Committee thoughtfully evaluated the compensation program structure in light of the ongoing evolution of our 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 2021, 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,Election“Analysis of 11 Director Nominees2021 Compensation Decisions” ”beginning on page 12.51:

 

NameBegan including technologytransformation costs in Adjusted EPS, a key AIP metric (see page 52)		Age		Occupation		Independent		Board Committees•   Decided to no longer exclude technology transformation costs when calculating Adjusted EPS, one of the two key financial metrics under the AIP
Retained Cybersecurity Metricin AIP Robert D. Daleo(see page 54)		67		Retired Vice Chairman •   Since 2018, cybersecurity has been a performance measure under our AIP •   In view of Thomson Reuters				Audit (Chair) Compensation Executiveour continued progress in strengthening our security program, the Committee moved cybersecurity from a single company-wide AIP performance metric to a required component of the non-financial goals that comprised up to 20% of the 2021 AIP opportunity for all bonus-eligible employees (including our NEOs)
Approved an increased target AIPaward for our CEO that is based entirely on financial goalsWalter W. Driver, Jr. (see pages 54-55)		71		Chairman–Southeast•   In connection with the extension of Goldman, Sachs & Co.				Governanceour CEO’s employment agreement, approved an increased target AIP award for our CEO based exclusively on achievement measured against Company financial goals (previously 80% financial goals and 20% individual objectives)
Increased the performance-basedelements of our CEO’s LTI awardsMark L. Feidler (see page 58)		60		Founding Partner •   In connection with the extension of MSouth Equity Partners				Executive (Chair) Technology
G. Thomas Hough		62		Retired Americas Vice Chairour CEO’s employment agreement, approved an LTI award mix for our CEO consisting of Ernst & Young LLP				Audit Technology
TSR performance shares (weighted 60%), premium-priced stock options (weighted 20%) and time-based RSUs (weighted 20%) L. Phillip Humann•		71		Retired Executive ChairmanThe portion of our CEO’s long-term incentives subject to substantive performance elements increased to 80% under 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, Secretary2021 LTIP, compared to 75% under his 2020 LTIP award and Chief Governance and Compliance Officer of General Mills, Inc.				Compensation Executive Governance (Chair)
John A. McKinley50% under his original employment agreement		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 Technology

 

Compensation Best Practices

	= Presiding DirectorIndependent Compensation Committee advised by independent compensation consultant
	Performance-oriented pay philosophy, as evidenced by a target pay mix for our CEO and other NEOs that is predominantly performance-based (see page 47)
	Capped annual and long-term performance-based awards
	Executive change in control severance plan provides flexibility to determine severance payments for our executive officers as the Committee deems appropriate
	Double-trigger change in control cash severance benefits and vesting of equity awards

	No income tax gross-ups other than for certain relocation or foreign tax expenses
	Compensation clawback policy contains financial and reputational harm standard, including in supervisory capacity
	Meaningful share ownership requirements for senior executives
	Anti-hedging and -pledging policy for directors, officers and other employees
	Senior executives cannot purchase or sell Equifax securities except pursuant to a Rule 10b5-1 trading plan with robust requirements, reflecting governance best practices
	No re-pricing of underwater stock options

EQUIFAX INC. - 2017 Proxy Statement9

www.equifax.com

EQUIFAX INC  |2022 PROXY STATEMENT

21

Back to Contents

ESG @ Equifax

Board Expertise

We accelerated our commitment to Environmental, Social and SkillsGovernance (ESG) priorities in 2021. Our expanded ESG initiatives and disclosures underscore our commitment to ongoing transparency and accountability. Below are a few highlights of our enhanced ESG initiatives, a full description of which is available on our website at www.equifax.com/ESG:

 

Our

Shareholder Feedback on ESG

Through direct engagement, our Board is comprised of experienced leaders withand management team have gathered valuable feedback regarding our shareholders’ key ESG focus areas. During recent one-on-one meetings, our investors praised the right skillsstrong progress we have made on our ESG journey, and business experiencecontinued to provide sound judgment, critical viewpointsconstructive feedback on our ESG priorities, as well as other topics including business strategy and guidance in an evolving environment. The following chart 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. You can find additional information under “Board Skills Matrix” on page 16 that highlights the depth and breadth of skills on the Board.executive compensation.

 

 

PROPOSAL 2 — Advisory Vote to Approve Named Executive Officer Compensation

The Board is asking you to approve, onInvestor engagement plays an advisory basis, the compensation ofimportant role in shaping 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 disclosedESG strategy. Our ESG progress highlighted in this Proxy Statement.section, including our SASB, EEO-1 and Task Force on Climate-related Financial Disclosures (TCFD), incorporates feedback received from our shareholders.

ESG-related topics discussed with our investors since May 2021 Environment Governance Security Consumer Impact Human Capital

2016 Compensation Program Overview

 

Compensation Element	EQUIFAX INC  |2022 PROXY STATEMENT	Link to Performance		Purpose
Base Salary		Fixed Compensation		Provides sufficiently competitive payto attract and retain experienced andsuccessful executives
Annual Incentive Plan •   Variable Cash Award		Performance Metrics: •   Operating Revenue •   Adjusted EPS		Encourages and rewards valuablecontributions to our annual financial andoperational performance objectives
Long-Term Incentive (LTI) •Performance Shares •Time-Based Restricted Stock Units (RSUs)		Performance Metric: •   Relative TSR		Retains our executives and drives stockperformance for shareholders22

Compensation Best Practices

What We Do

Strong emphasis on performance-based compensation.   Double-trigger change-in-control cash severance benefits.   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.

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.

EQUIFAX INC. - 2017 Proxy Statement10

Back to Contents

Advancing Our ESG Journey

PROPOSAL 3 —Advisory VoteAs highlighted on Frequencythe prior page, 2021 was a key milestone year in our ESG journey, as we made several meaningful initial quantitative disclosures and committed to reaching net-zero greenhouse gas emissions by 2040. This sustainability pledge is enabled by our Equifax Cloud™ transformation, which is expected to propel the company on its journey to net-zero by significantly reducing the footprint of Future Say-on-Pay Votesour on-site technology and data centers while leveraging the enhanced energy efficiency of our cloud service providers. Our significant investment in cloud technology exemplifies the alignment between our business strategy and our ESG priorities.

 

The Board recommends ANNUAL frequency for future say-on-pay votes.We are energized about our enhanced ESG disclosures and recognize that a strong ESG strategy is imperative to creating a more inclusive global economy and sustainable company. Our ESG journey continues to evolve and mature as shown in the timeline below and on our website. We are dedicated to communicating with our employees, communities, customers and investors transparently and encourage you to follow our journey through the regular updates available on our ESG website. 

 

PROPOSAL 4 — www.equifax.com

EQUIFAX INC  |Ratification of Appointment of Ernst & Young LLP as Independent Registered Public AccountingFirm for 20172022 PROXY STATEMENT

23

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 ON

PROPOSAL 1

Election of 11 Director Nominees

Proposal 1 Election of Director Nominees

All members of our Board are elected to serve until the next annual meeting of shareholders and until their successors have been elected and qualified. The 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 nominee2021. The Company does not have a policy about directors’ attendance at the annual meeting of shareholders, but directors are encouraged to attend. All of the directors then serving attended the 2016 annual meeting of shareholders and was re-elected at such meeting.2021 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 26.

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 Director NomineesGovernance Committee determines the selection criteria and qualifications for director nominees. As set forth in our Governance Guidelines, these criteria include, among other things, a director candidate’s integrity and ethical standards, independence from management, an ability to provide sound and informed judgment, a history of achievement that reflects superior standards and willingness to commit sufficient time. Cybersecurity is one of the skills that the Governance Committee specifically considers in its assessment of Board membership criteria. With respect to the three most recent 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.

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 our Audit Committee. In addition, when our CEO is a member of our Board, he or she may not serve on more than two other public company boards.

ROBERT D. DALEO
EQUIFAX INC  |2022 PROXY STATEMENT	Director since 200624 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.

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

EQUIFAX INC. - 2017 Proxy Statement12

See “Questions and Answers about the Annual Meeting” beginning on page 93 for information on the procedures for shareholders to recommend director nominees for consideration by the Governance Committee.

Board Matrix

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

Begor

Feidler

Hough

Marcus

McGregor

McKinley

Selander

Smith

Tillman

Wilson

Skills and Experience

Accounting

Consumer Marketing

Corporate Governance

Cybersecurity

Data & Analytics

Equifax Industry Knowledge

Executive Leadership & Business

Operations

CEO Experience

CFO Experience

International Business

Legal/Regulatory

Mergers & Acquisitions

Risk Management

Strategy Development

Technology

Background

Tenure/Age/Gender

Tenure (years)

4

15

5

8

4

13

4

1

1

3

Age

63

65

67

56

65

64

71

53

57

50

Gender (Male or Female)

M

M

M

M

M

M

M

F

F

F

Race and Ethnicity

Hispanic or Latino

Black or African American

White

Asian

American Indian or Alaska Native

Native Hawaiian or Pacific Islander

Our Director Nominees

Mark W. Begor		Chief Executive Officer
	Director since 2007 Age 60 Independent2018   Presiding Director Executive Committee (Chair) Technology CommitteeAge 63	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 transforming, growing and strengthening businesses.

G. THOMAS HOUGH			Audrey Boone Tillman
	Director since 2016 Age 62 Independent2021   Audit Committee Technology CommitteeAge 57	INDEPENDENT Committees: • Governance	Retired AmericasExecutive Vice ChairPresident and General Counsel of Ernst & Young LLP, an international public accounting firm. BasedAflac Incorporated, the largest U.S. provider of supplemental insurance, since 2014. Ms. Tillman joined Aflac in New York, he was Vice Chair1996 and has held positions 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,increasing significance, including serving as Senior Vice Chair and Southeast Area Managing Partner from 2000 to 2009 and Vice ChairPresident of Human Resources from 1996Resources. Prior to 2000.joining Aflac, she was an associate with Smith, Helms, Mulliss and Moore and an associate professor at the North Carolina Central University School of Law. Ms. Tillman has received numerous awards and accolades during her career. Most recently, she was named to Black Enterprise magazine’s Most Powerful Women in Business list for the third consecutive year and Women’s Inc.’s Top Corporate Counsel list in 2019. In 2020, she was awarded the Meritorious Public Service Medal by the Department of the United States Army.   Other Public Directorships •  Publix Super Markets, Inc. •  Federated Fund Family
	Overview of Board Qualifications Mr. Hough brings invaluableMs. Tillman has a broad legal and business background, involvement in business strategy and operations, as well as a depth of experience in audit, accounting, finance and corporate governance. His background in financial accounting andhuman resources, risk management, including leadershipcompliance 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 at a major international accounting firm,in the legal and human resources fields. Ms. Tillman is of particular importancealso involved in many local initiatives to our Board.improve the community in and around the Columbus, Georgia area.

L. PHILLIP HUMANN	EQUIFAX INC  |2022 PROXY STATEMENT
	Director since 1992 Age 71 Independent Compensation Committee (Chair) Executive Committee Governance Committee		Retired Executive Chairman of the Board of SunTrust Banks, Inc., a multi-bank holding company. Mr. Humann was Executive Chairman of the Board of SunTrust Banks, Inc. from 2007 to April 2008; Chairman and Chief Executive Officer from 2004 through 2006; Chairman, President and Chief Executive Officer from 1998 to 2004; and President from 1991 to 1998. Other Public Directorships •  26Coca-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			Heather H. Wilson
	Director since 2013 Age 51 Independent2019   Compensation Committee Governance CommitteeAge 50   INDEPENDENT Committees: • Audit • Technology		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 was Chairman and Chief Executive Officer of Time Warner CableCLARA Analytics, Inc., a provider of video, high-speed data and voice services, from January 2014artificial intelligence technology in the commercial insurance industry, since June 2021. Prior to May 2016. Hethat, she served as President and Chief Operating OfficerData Scientist of Time Warner CableL Brands, Inc., an American fashion retailer, from 2016 to 2020. From 2012 to 2016, Ms. Wilson served as chief data officer at American International Group, Inc. From 2010 to 2013.2012, she was chief data officer of Citigroup and Global Head of Decision Sciences. Prior thereto, heMs. Wilson was Senior Executive Vice Presidentglobal head of innovation and Chief Financial Officeradvanced technology at Kaiser Permanente 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 19902007 to 1997, he practiced law at Paul, Weiss, Rifkind, Wharton & Garrison.
	Overview of Board Qualifications2010.   Mr. Marcus has extensive operating, financial, legal and regulatory experience through his position with a major cable company, 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. MARSHALL
	Director since 2006 Age 68 Independent Governance Committee (Chair) Compensation Committee Executive Committee		Retired Senior Vice President, General Counsel, Secretary and Chief Governance and Compliance Officer of General Mills, Inc., a global diversified foods maker and distributor, where she served in that position from 1994 until her retirement in January 2008. She is on the Board of Directors of Direct Relief and the Yale Law School Center for the Study of Corporate Law, and on the Board of Advisors of Manchester Capital Management, Inc. During the past five years, Ms. Marshall also served as a director of 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. Other Public Directorships •  Ameriprise Financial, Inc.
Overview of Board Qualifications Ms. Marshall’s over 13 years of executive experience at General Mills provides a valuable perspective on our organizational management, legal, compliance, regulatory and government affairs, consumer products business and corporate governance. The Board highly values Ms. Wilson’s technology experience, executive leadership and expertise in analytics, data science and artificial intelligence. Her technological insight, particularly values her broad experience with other publicdeep knowledge of data science and its impact on business transformation across several industries, is of tremendous value to our company, boards, including formerlyour 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 presiding directorsteady supporter of a large financial institution,diversity, launching the Kaiser Permanente Women in Technology group, serving as wellan executive member of Citi4Women at Citigroup, founding the Global Women in Technology at AIG and acting as her perspective and insight gained through her service on the executive compensation and governance committeessponsor of other public companies and her leading role in corporate law and dispute resolution matters.Girls Who Code.

JOHNJohn A. MCKINLEY			McKinley
	Director since 2008 Age 59 Independent   Technology Committee (Chair) Audit Committee Executive CommitteeAge 64   INDEPENDENT Committees: • Audit • Technology (Chair)		Chief Executive Officer Founder 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 product development. These skills are also highly relevant to the Board’s oversight of risks and opportunities in our technology operations, including data and cybersecurity, risk management and capital investments. The Board also values his technology and industry experience gained from his 12 years as a partner in Ernst & Young’s financial services technology practice, as well as his entrepreneurial insights.

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Melissa D. Smith
Director since 2020 Age 53 INDEPENDENT Committees: • Compensation • Governance	Chair and Chief Executive Officer of WEX Inc., a global payment processing and information services provider. Ms. Smith has served as Chief Executive Officer since 2014 and Board Chair since 2019. She joined WEX in 1997 and held several senior leadership positions across different aspects of the business prior to her appointment as Chief Executive Officer, including serving as Chief Financial Officer for ten years. Before joining WEX, Ms. Smith held the role of senior auditor at Ernst & Young LLP. Other Public Directorships • WEX Inc.
	Overview of Board Qualifications The Board believes Ms. Smith’s strategic vision and broad-based executive leadership experience in the financial technology solutions industry will benefit Equifax as we continue to execute on our strategic priorities, including executing bolt-on M&A transactions and leveraging our cloud technology to drive new product innovation and growth. Ms. Smith also brings a history of involvement in extensive nonprofit work, including serving as a trustee of Maine Health and as a former board member for the Center for Grieving Children.

RICHARD F. SMITH			Robert D. Marcus
	Director since 2005 2013 Age 57 Chairman56 INDEPENDENT Committees: • Compensation (Chair) • Governance		Former Chairman and Chief Executive Officer of Equifax since September 2005. Mr. SmithTime Warner Cable Inc., a provider of video, high-speed data and voice services, from January 2014 until the company was acquired by Charter Communications in May 2016. He was named a director of Time Warner Cable Inc. in July 2013 and served as President and Chief Operating Officer of GE Insurance Solutions from 20042010 to August 2005;2013. Prior thereto, he was Senior Executive Vice President and Chief ExecutiveFinancial Officer of GE Propertyfrom January 2008 and Casualty Reinsurance from 2003 to 2004; President and ChiefSenior Executive Officer 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 career 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 2008August 2005. Mr. Marcus joined Time Warner Cable Inc. from Time Warner Inc. where he held various senior positions from 1998. From 1990 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 positions1997, he practiced law at McKinseyPaul, Weiss, Rifkind, Wharton & Company. Garrison. Other Public Directorships • Ocean Outdoor Limited •  YUM! Brands, Inc.
Overview of Board Qualifications Ms. Stock bringsMr. Marcus has extensive strategy, diversified operationsoperating, financial, legal and multi-nationalregulatory experience in leading global consumerthrough his position as Chairman and B2B businesses. HerCEO of Time Warner Cable, as well as expertise in branding, marketing, sales, strategic planningmergers and international business developmentacquisitions. This background is particularlyrelevant to us as we market our products to data and telecommunications companies and other vertical markets. His public company operating and finance experience and background in executive compensation, legal and regulatory matters are an important as Equifax develops and markets new products and servicesresource for consumers and businesses across the world.our Board.

MARK B. TEMPLETON			Robert W. Selander
	Director since 2008 Age 64 Independent2018   Compensation Committee Technology CommitteeAge 71	INDEPENDENT Committees: • Compensation • Technology	Retired Chief Executive Officer,Former President and Director of Citrix Systems, Inc., a global software development firm. He served as Chief Executive Officer of Citrix Systems,Mastercard Incorporated and Mastercard International from 1997 to 2010. He joined Mastercard International Inc. from 1999in 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 2015. 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) •  Keysight Technologies, Inc.
	Overview of Board Qualifications The Board highly values Mr. Templeton’s operating experience,Selander has extensive global business, strategy, leadership and perspectivefinancial services experience gained in business strategy, operations,over 13 years as President and business growth.Chief Executive Officer of Mastercard Incorporated and Mastercard International and in senior positions at Citibank. His counselexperience with M&A transactions is especially valuable as we continue to identify strategic acquisitions and insight in technology opportunities, particularly inpartnerships to strengthen our core businesses. Mr. Selander also has substantial board of director experience having served as a director of Mastercard Incorporated, Mastercard International, the developmentHartford Financial Services Group, Inc., The Western Union Company and global marketing of advanced technology products, has direct application to our strategic emphasis on investment in new technology products and global expansion.HealthEquity, Inc.

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Scott A. McGregor
Director since 2017 Age 65 INDEPENDENT Committees: • Audit • Technology	Former President, Chief Executive Officer and Director of Broadcom Corporation, a world leader in wireless connectivity, broadband and networking infrastructure. Mr. McGregor served in those positions from 2005 until the company was acquired by Avago in 2016. From 2016 to 2017, Mr. McGregor served on the board of directors of Xactly Corporation. Mr. McGregor served on the board of directors of Ingram Micro, Inc. from 2010 to 2016. From 2001 to 2005, Mr. McGregor served as President and Chief Executive Officer of the Philips Semiconductors division of Royal Philips Electronics. Prior thereto, Mr. McGregor was head of Philips Semiconductors’ Emerging Business unit from 1998. Other Public Directorships • Applied Materials, Inc.
	Overview of Board Qualifications Mr. McGregor has extensive executive management, cybersecurity, information technology and risk management experience gained in over ten years as President and Chief Executive Officer of Broadcom and in senior positions at Royal Philips Electronics. This experience is particularly important to us as we seek to leverage our cloud data and technology transformation for growth and maintain our intense focus on data security.

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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 skills on the Board.

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											Back to Contents

Board Leadership & 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-basedvalues-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 20 for a summary of our codes or amendments applicablekey governance practices.

Shareholder Engagement Program

Our Board of Directors and management team value the constructive feedback received from shareholders through our proactive and regular engagement. Investor engagement continues to anyprompt review of and changes to our governance practices, and our Board member or executive officerremains committed to receiving and responding to investor feedback. Recent conversations have provided valuable insight that has informed the Board’s decision-making on several of the enhancements to our corporate governance, ESG priorities and compensation programs described in 2016.this Proxy Statement.

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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 decided to adjust its leadership structure to separate the roles of Chairman and CEO. Mark Feidler, who had previously served as a leader for the independent directors in his role as Presiding Director, was elected to the role of Independent Chairman. In selecting Mr. Feidler to serve as Independent Chairman, the then-serving independent directors considered, among other things, his effective leadership when serving in the role of Presiding Director and his ability to commit sufficient time to the additional workload and increased meeting attendance as important qualifications.

The Board has determined that having separate Chairman and CEO roles is in the best interest of the Company and its shareholders at this time. This structure provides for direct independent oversight of management and clearly delineates the role of the Board as a source of insight and oversight for management. The Board believes its currentthis leadership structure, and composition, along with the strong leadership of ourwhich also includes a majority independent directors (11 of 12 current members),Board and fully independent Board committees, and Presiding Director, andbest serves the highly effective corporate governance structures and processes in place, strike an appropriate balance between consistent leadership andobjectives of the Board’s independent oversight of the Company’s business and affairs.affairs at this time.

INDEPENDENT CHAIRMAN OF THE BOARD Mark L. Feidler The leadership structurerole and responsibilities of ourIndependent Chairman include: Calling meetings of the full Board or of Directors includes:the non-management directors Establishing the agenda for each Board meeting, in coordination with the CEO Presiding at all meetings of the Board Advising the CEO of decisions reached and suggestions made at the executive sessions of the non-management directors Facilitating communication between the directors and with the CEO Meeting directly with management and other employees of the Company Presiding at meetings of shareholders and calling special meetings of shareholders Being available for consultation and direct communication with shareholders

Annual Self-Evaluations

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

In addition, our directors:

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Board Evaluation Process for 2021-2022

This year, based upon the recommendation of the Governance Committee, the Board determined it was appropriate to implement the standard process for the 2021-2022 self-evaluation cycle. 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 2022. In addition to the Board self-evaluation, each standing committee conducted its own self-evaluation and charter review in February 2022. Following review, the Board and its committees identified various opportunities to strengthen the effectiveness of the Board’s practices, structures, competencies and communications.

Committees of the Board of Directors

The Board has fivefour standing committees, alleach of which areis comprised entirely 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 2016,2021, the full Board held six meetings.7 meetings and the standing committees held a total of 26 meetings (including four joint meetings of the Audit and Technology Committees).

		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
Scott A. McGregor
John A. McKinley
Robert W. Selander
Melissa D. Smith
Audrey Boone Tillman
Heather H. Wilson
Meetings held in 2021		10	4	4	8

 

	= Presiding DirectorIndependent Chairman
	= Audit Committee Financial Expert
	= Committee Chair

 

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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 •	In coordination with the Technology Committee, oversees risk management with respect to cybersecurity •  Oversees our internal audit function.
	function •	Meets separately with the internal and external auditors to ensure full and frank communications with the Committee.Committee •  Prepare the annual Audit Committee report for inclusion in the proxy statement
Compensation Committee	•	Approves and oversees our executive compensation programs and policies.
	policies •	Determines executive officer compensation.
	compensation and approves employee benefit and compensation plans •	ConductsConsiders the results of shareholder advisory votes on executive compensation matters and determines whether any changes may be warranted as a result •  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 •	AuthorizedReviews 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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www.equifax.com

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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 executing our EFX2023 strategy by leveraging our Cloud data and technology transformation for innovation, new products and growth. The Board believes that the additions of Heather Wilson in 2019, Melissa Smith in 2020 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. In particular, the Governance Committee will continue its ongoing succession planning in 2022 to identify highly-qualified and diverse director candidates to succeed Bob Selander upon his scheduled retirement in May 2023. In establishing the criteria for Mr. Selander’s successor, the Board plans to search for candidates with broad executive leadership experience that complements the skills and experience of our existing directors, in order to ensure appropriate oversight as we continue to grow our company and execute on our EFX2023 strategic priorities.

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, prior to our Annual Meeting and thusafter which a director will not stand for re-election, and Messrs. Driver and Humann are scheduled to reach the mandatory retirement age prior to our 2018 annual meeting. In view of these scheduled retirements,be elected or re-elected unless the Governance Committee has been actively engaged in aand Board determine that the continued service of the director on the Board would be of benefit to the Company. The Committee conducted 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 to replace Siri Marshall, who had reached the mandatory retirement age prior to our 2021 Annual Meeting. 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 were 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, 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. Individual and average tenure information for our Board (following election of the 11 director nominees named in this Proxy Statement at the Annual Meeting) is as follows:

TENURE OF NON-MANAGEMENT DIRECTORS

 

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Director Membership Criteria and Nomination ProcessesSince 2017, we have decreased the average tenure of our director nominees from 9.0 years to 6.1 years. The following chart shows the tenure of our director nominees, which is well distributed to create a balanced Board, with five new independent directors joining the Board since 2017.

 

Process

Committee Tenure and Refreshment

The 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, ESG matters and other 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 62-64 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.

 

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Human Capital Management

Our People

At Equifax, we believe knowledge drives progress. We blend unique data, analytics and technology to create insights that power decisions and enable people to live their financial best. This is brought to life by our 13,000 employees in 25 countries around the world who are passionately focused on our customers and consumers. In 2021, we promoted approximately 1,800 talented employees and hired over 3,500 new team members as we continue to grow and transform our businesses around the world.

Our Values and Culture

We are focused on nurturing our people through meaningful opportunities for career advancement, learning and development, supporting our next generation of leaders, an inclusive and diverse work environment, and regular employee engagement and recognition.

Our team shares a culture that informs how we see ourselves and our view of the world. Our work is guided by our purpose and our shared values. Our values express who we are, how we work and the behaviors that support our company. Combined with our purpose, our values guide how we work together every day and form our relationships with customers, partners and shareholders. They are:

	•  Be leaders in security and trusted data stewards •  Lead with integrity and be personally accountable •  Hold high standards in all our markets around the world			•  Exceed our customers’ expectations every day •  Deliver value and quality to our customers so we grow together •  Aspire to be our customers’ first call
	•  Deliver results and play to win •  Drive excellent execution •  Have a sense of urgency, agility, and grit			•  Work together as one aligned global team •  Assume best intentions from each other •  Foster optimism and have fun together
	•  Be intellectually curious and insights driven •  Optimize our data and technology to sustain market and product leadership •  Drive scalable, profitable growth			•  Take initiative to develop ourselves and help others grow •  Value diversity of experience and thought •  Proudly show our Equifax spirit at work and in our communities

Inclusion and Diversity

Valuing diversity is at the heart of our shared values. We believe that increasing inclusion and diversity leads to better innovation, higher engagement levels and ultimately better business outcomes. We further believe that our employee base should reflect our customers and the communities where we live and work.

We continue to make visible, positive strides in support of our inclusion and diversity strategy and in adding and engaging diversity within our global teams. 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 an inclusive and diverse workforce and culture. We are advancing this strategy through deepening our commitment to employee networks around the world, open dialogues to enhance understanding, ongoing inclusion and diversity-focused training and cultural heritage celebrations. Further, consistent with our commitment to diversity, we have implemented diverse interview slate requirements for professional and managerial roles.

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How We Manage Riskalso continue to demonstrate our commitment to transparency around workforce diversity. In 2021, we published our initial Sustainability Accounting Standards Board (SASB) and Equal Employment Opportunity (EEO-1) reports, with each containing detailed workforce diversity data. Through our regular investor engagement, we understand that these reports represent important tools for investors to evaluate our company. Earlier this year, we updated the reports to include 2021 data and plan to continue to provide updates on an annual basis going forward.

 

We have a rigorousconsistently improved enterprise-wide risk management (“ERM”) program targeting controls over operational, financial, legaltrends around representation and regulatory compliance, reputational, technology, privacy, data security, strategicpromotions for both women and other risks that could adversely affectemployees of diverse ethnic backgrounds, and pride ourselves on promoting and hiring highly-qualified candidates who enhance our business. The program also includes crisis management, disaster recoveryculture, add diverse perspectives and deliver on our business continuity planning. Our ERM program is designed to support the achievementstrategy. Women comprise 30% of our organizationalBoard nominees, and strategic objectives, to identify10% are racially or ethnically diverse. Within our senior leadership team, 38% are women and manage risks, to improve long-term organizational performance and to enhance shareholder value. The implementation and execution46% are leaders of diverse racial or ethnic backgrounds. In addition, all three of our ERM program is supervised by the directorbusiness unit leaders are diverse in terms of our internal audit department.gender, race or ethnicity.

 

Each business unit

Our compensation program further supports our commitment to inclusion and corporate support unit has primary responsibility for assessing and mitigating risks within its respective areas of responsibility. Ourdiversity. Under our 2022 annual bonus plan, all employees in senior leadership roles—including our CEO, other NEOs and senior leadership team receive comprehensive periodic reportsmembers—are required to set individual ESG performance goals related to workforce diversity (as well as security) and are encouraged to set additional ESG goals related to their individual roles. See “Actions Taken with Respect to 2022 Compensation” on page 61 for more detail.

Workforce Health and Safety

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

Disclosure regarding our internal audit department. In addition,human capital management initiatives and our director of internal audit reportsother ESG priorities can be found on our website at www.equifax.com/ESG. We will continue to update shareholders and other stakeholders on these initiatives through regular updates to the Audit Committee on a quarterly basis and reports annually to the full website.

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Board as described below under “BoardOversight of Risk Oversight.”

Board Risk Oversight

 

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

 

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

 

 

BOARD OF DIRECTORS Monitors our "tone at the top" and risk culture and oversees principal risks facing the Company On an annual basis, the Board performs an enterprise risk assessment with management to review the principal risks and monitors the steps management is taking to map and mitigate these risks - The Board then sets the general level of Directorsrisk appropriate for the Company through business strategy reviews - Risks are assessed throughout the business, focusing on (i) financial, operational and strategic risks, and (ii) ethical, legal, privacy, data security (including cybersecurity), regulatory and other compliance risks Audit Committee Reviews risks related to financial reporting; discusses material violations, if any, of our ethics, legal, regulatory and other compliance policies Considers our annual audit risk assessment which identifies internal control risks and drives the internal and external audit plan for the ensuing year Considers the impact of risk on our financial position and the adequacy of our risk-related internal controls In coordination with the Technology Committee, oversees risk management with respect to cybersecurity Technology Committee Reviews our technology investments and infrastructure associated with risk management In coordination with the Audit Committee, oversees risk management with respect to cybersecurity Governance Committee Focuses on corporate governance risks, including evaluation of our leadership and risk oversight structure to ensure that it remains the optimal structure for our Company and shareholders Oversees our political engagement policy and reviews our political expenditures on an annual basis Compensation Committee Reviews compensation, human resource and management succession risks, as summarized under "Management of Compensation-Related Risk" on pages 64-65 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 SVPs for Enterprise Risk Management and Compliance regarding our risk and compliance programs, 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

	•EQUIFAX INC  |2022 PROXY STATEMENT	Monitors our “tone at the top” and risk culture and oversees emerging strategic risks.
	•	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.38

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

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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
•	financial
•	legal and regulatory compliance
•	reputational
•	technology
•	privacy
•	data security
•	strategic
•	other risks that could adversely affect our business, including ESG-related risks

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

The execution of our ERM program is supervised by our ERM organization, 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 Management leads the ERM organization and function and meets regularly with the Board, the Audit Committee and the Technology Committee. A Risk Program Governance team develops, enhances, deploys and manages risk program elements.

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Related Person Transaction Policy

 

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

The policy provides that the Audit Committee reviews transactions subject to the policy and decides whether or not to approve 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 2016,2021, 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 2443 and “Director Compensation” beginning on page 55 of this Proxy Statement.85.

 

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PROPOSAL 2

Advisory Vote to Approve Named Executive Officer Compensation

Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation

Summary

As we do each year, and as required by Section 14A of the Securities Exchange Act, we are seeking advisory shareholder approval of the compensation of our named executive officers (“NEOs”) as disclosed in the section of this Proxy Statement titled “Executive Compensation” beginning on page 24.43. 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 payopportunities that reflect best practices and strong governance standards (See pages 48-51 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 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 Committeeconducted a thoughtful review and designed our 2021 compensation program to align with strategic initiatives and shareholder feedback (See pages 51-60 for details)

Corporate

•  In designing the 2021 compensation program, the Committee conducted a thoughtful review and made decisions after taking into consideration the ongoing evolution of our business strategy and feedback from our shareholders. –  For the 2021 Annual Incentive Plan, the Committee: •   Decided to no longer exclude technology transformation costs when calculating Adjusted EPS, for 2016, as reported in the Executive Compensation section, is a non-GAAP financial measure used by the Company for incentive measurement purposes. Reconciliationone of the Company’s non-GAAPtwo key financial measuresmetrics under the AIP •   Moved cybersecurity from a single company-wide AIP performance metric to a required component of the non-financial goals that comprised up to 20% of the 2021 AIP opportunity for all bonus-eligible employees (including our NEOs) •   In connection with the extension of our CEO’s employment agreement, approved an increased target AIP award for our CEO based exclusively on achievement measured against Company financial goals (previously 80% financial goals and 20% individual objectives) –  For the 2021 Long-Term Incentive Plan, the Committee: •   In connection with the extension of our CEO’s employment agreement, approved an LTI award mix for our CEO consisting of TSR performance shares (weighted 60%), premium-priced stock options (weighted 20%) and time-based RSUs (weighted 20%), thereby increasing the performance-based elements to 80% (compared to 75% performance-based under the 2020 LTIP) •   Approved an LTI award mix for our other NEOs consisting of TSR performance shares (weighted 50%), market-priced stock options (weighted 25%) and time-based RSUs (weighted 25%), which is generally consistent with the standard award mix in place prior to the corresponding GAAP financial measures can be found2017 cybersecurity incident •   In order to align with market practice and increase the retentive value of future equity awards, amended the definition of retirement under “GAAP/Non-GAAP Measures” onour 2008 Omnibus Incentive Plan and other equity-based plans to increase the Investor Relations pageservice requirement for new participants from age 55 and five years of our website atwww.equifax.com. For incentive measurement purposes, Corporate Operating Revenue is adjustedservice, to age 60 and Corporate Adjusted EPS is further adjusted to be stated in constant dollars at our budgeted 2016 foreign exchange rates.five years of service

 

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Our performance-basedcompensation program is designed to deliver payouts that align with performance (See pages 51-60 for details)

•  Awards to our NEOs under the 2021 AIP paid out between target and maximum, reflecting our exceptional financial and operational performance in 2021, which led to significant value creation for our shareholders, despite the continued challenges related to COVID-19 and declines in the U.S. mortgage market. •  80% of the long-term incentives granted to our CEO (and 75% of the long-term incentives granted to our other NEOs) in 2021 are performance-based and “at-risk”, meaning awards can result in no payout if threshold goals are not met or stock option exercise price is not exceeded.

 

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.

 

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EXECUTIVE COMPENSATION

Executive Compensation

 

Compensation Discussion and Analysis

Quick Reference

 

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

 

Quick Reference	Page
Executive Summary		25Page
Executive Summary		44
How We Determine the Total Amount of Compensation		2848
Analysis of 20162021 Compensation Decisions	3151
Actions Taken with Respect to 20172022 Compensation	4061
Other Compensation Program Information		61
Compensation Committee Interlocks and Insider Participation	40

 

This CD&A discusses the compensation decisions for the NEOs listed in the Summary Compensation Table on page 4167 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 2021		Years in Position at End of 2021 (rounded)
Mark W. Begor		Chief Executive Officer		4
John W. Gamble, Jr.		Corporate Vice President and Chief Financial Officer		8
Rodolfo O. Ploder		President, Workforce Solutions		6
Bryson R. Koehler		Chief Technology, Product and Data & Analytics Officer		4
Sid Singh		President, U.S. Information Solutions		3

 

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Executive Summary

2021 Financial Highlights

$4.9B Revenue, an increase of 19% from 2020

$7.64 Adjusted EPS*, an increase of 10% from 2020

52.8% One-year total shareholder return, compared to 28.7% for the S&P 500

$190M Dividends paid to shareholders, consistent with 2020 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.

2021 Strategic and Operational Highlights

In February 2021, we announced the launch of EFX2023, our strategic priorities that will serve as our company-wide compass through 2023. Our EFX2023 imperatives are based on our strategic shift from an era of building, investing and transforming to one of leveraging our massive cloud investments for innovation, new products and accelerated growth. A summary of our significant 2021 accomplishments against our EFX2023 strategic priorities is set forth below:

Accelerate Innovation and New Products Grew new product launches by 13%, delivering a record 151 new products Increased Vitality Index, which refers to the revenue that comes from new products introduced in the past three years, to 8.8%, up from 5.2% in 2020 Simplified our data ingestion processes and accelerated our time to bring new products to market Ended the year with over 73% of new product revenue leveraging Equifax Cloud platforms 396 associates completed over 11,000 hours of product management training Filed 25 original patent applications D&A team innovation efforts resulted in 14 new patents issued Leverage Equifax Cloud Capabilities Achieved 100% global platforms on the Equifax Cloud Shifted over 50% of our revenue to the Cloud Leveraged Cloud capabilities to quickly ingest and manage diverse data types in order to develop custom reports, products and solutions faster and more effectively Recognized by Google Cloud, who named us their top financial services customer Decommissioned 1,700 applications globally, including 60% of U.S. applications Completed 112,000 customer migrations globally, including 65% of U.S. customers Expand Differentiated Data Assets Expanded active records in The Work Number® income and employment database by 19%, to 136 million Through the Kount acquisition, we dramatically expanded our worldwide footprint in the fast-growing Identity & Fraud (“ID&F”) space Enhanced our Equifax Data Fabric™ (a cloud-native enterprise data management platform that aggregates all data received by Equifax into a single environment) in order to increase the effectiveness of our products Added new data exchanges to our ID&F global data repository, which leverages our Equifax Data Fabric to fuel products with insights created from multi-domain data sources Made key enhancements to Equifax Luminate®, our real-time, adaptive identity fraud solution Put Customers First USIS delivered a strong pipeline through our customers first growth model Over 1,100 U.S. customers attended our Ignite LIVE 2021 event; hundreds of customers in Latin America, Australia and New Zealand joined us for regional events Through our Equifax Ignite Innovation Council, had quarterly engagements with 17 key customers Expanded client base for the FraudIQ® Synthetic ID Alerts, a top ID&F product, by over 50% Introduced our industry’s first and only U.S. credit report available in Spanish

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Executive Summary

Execute Bolt-on M&A Completed eight acquisitions, closing deals across all business units Deployed nearly $3 billion of capital in investments that are expected to deliver over $300 million in revenue in 2022 Acquisitions added differentiated, proprietary data assets, grew our identity and fraud capabilities and strengthened and broadened our Workforce Solutions offerings Acquisitions resulted in addition of unique talent, including over 1,100 employees across multiple geographies Continue Leadership in Security Accelerated our security leadership, strengthening our security program maturity and risk posture as measured by independent third parties Enhanced our top-tier cloud security to include automated validation and monitoring of more than 150 automated security controls in real time Secured our supply chain with greater detail, speed, and innovation, conducting deep dive assessments on 100% of our high risk vendors Launched our state-of-the-art Federal Risk and Authorization Management Program (FedRAMP) security environment to support the U.S. government in the cloud Achieved record-level employee security awareness scores, conducting hundreds of thousands of phishing simulations and building out new training programs. Advocated for stronger cybersecurity across business, government, and society, releasing our inaugural Security Annual Report and participating in global forums Act as One Team, One Equifax Made over 3,500 new hires and approximately 1,800 promotions Launched new global new hire onboarding experience to accelerate cultural assimilation and time to productivity Retained annual security goal for all bonus-eligible employees as a component of our ESG priorities Expanded inclusion and diversity (I&D) initiatives: – Following an internal promotion to lead our International business, all three of our business unit leaders are diverse in terms of gender, race or ethnicity – Launched the Global Women’s Network, bringing together groups from around the globe – Active Employee Network membership rose by 23% in 2021 – Sponsored over 50 Employee Network events, with over 2,000 employees actively engaged in networking and professional development experiences globally – Launched diverse interview slate requirements for all external leadership hires three layers from the CEO The Equifax Foundation committed over $3 million in charitable contributions, including over $1 million in employee and director matching gifts; 45% of U.S. employees are engaged Delivered over 125,000 hours of professional and technical development training globally, including 25,000 hours of I&D training

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

 

Our Business2021 compensation program metrics, established in the first quarter of 2021, were:

 

Equifax Inc. is a leading global provider

ANNUAL INCENTIVE PLAN (AIP) OPPORTUNITY Based on the Company’s attainment of information solutionsobjective, pre-established financial and human resources business process outsourcing services for businesses, governments and consumers. We have a large and diversified group of clients, including financial institutions, corporations, governments and individuals. Our products and services are based on comprehensive databases of consumer and business informationindividual performance goals. Key Financial Performance Metrics Corporate Operating Revenue from continuing operations increased 16.7% to $4.888 billion(1)(2 Corporate Adjusted EPS from continuing operations increased 9.7% to $7.648(1)(2) Key Non-Financial Goals Individual goals were largely derived from numerous sources including credit, financial assets, telecommunicationsour EFX2023 strategic priorities: Accelerate Innovation and utility payments, employment, income, public record, demographicNew Products Leverage Equifax Cloud Capabilities Expand Differentiated Data Assets Put Customers First Execute Bolt-on M&A Put Customers First Continue Leadership in Security Act as One Team, One Equifax LONG-TERM INCENTIVE (LTI) PLAN OPPORTUNITY Rewards stock performance on both an absolute basis and marketing data. We use advanced statistical techniques and proprietary software toolsrelative to analyze all available data, creating customized insights, decision-making solutions and processing services for our clients. We help consumers understand, manage and protect their personal information and make more informed financial decisions. We also provide information, technology and servicescompanies in the S&P 500. Key Financial Performance Metrics For performance shares, three-year cumulative TSR relative to support debt collections and recovery management. Additionally,companies in the S&P 500 (of which we are a leading providermember) 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 payroll-related and human resource management business process outsourcing servicesthe target shares, regardless 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 2021 foreign exchange rates and further adjusted to exclude four acquisitions. Corporate Adjusted EPS is Adjusted EPS as shown in Annex A to this Proxy Statement and then further adjusted to be stated in constant dollars at our budgeted 2021 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 2021 Performance Highlights above.

(2)

Certain of our NEOs had roles for 2021 for which their AIP outcome was tied to specific business unit-level financial goals, as described in further detail under “Analysis of 2021 Compensation Decisions” beginning on page 51.

Say-on-Pay Voting Results in the United States.2021

 

2016In 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 2021 Annual Meeting, approximately 90% of the votes cast approved our executive compensation program. Following our 2021 Annual Meeting, the Committee continued to review our compensation program and practices and how they align with our core compensation philosophy, market best practices and our strategic priorities. The Committee continues to take steps to ensure that pay opportunities are performance-based, with a mix of fixed and at-risk variable pay that ensures alignment between management and shareholder interests.

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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 2021 Annual Meeting, members of management, together with Independent Chairman Mark Feidler for certain conversations, conducted investor outreach meetings with investors representing approximately 53% of our shares. During these meetings, shareholders described their priorities and provided constructive feedback to our management team and Mr. Feidler regarding various topics, including our 2021 executive compensation program and potential changes for 2022. Our shareholders expressed support for our core compensation program, including the use of performance-based equity award structures to drive alignment of the interests of our NEOs and shareholders. Our shareholders also encouraged the Committee to consider adding a second metric in our LTIP tied to internal financial performance. This feedback informed the Committee’s decisions with respect to the design of our 2022 compensation program, including the addition of an internal financial metric to our 2022 LTIP, as more fully described under “Actions Taken with Respect to 2022 Compensation” on page 61.

Based 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.

2021 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 2021, 89% of target total direct compensation for our CEO and an average of 70%74% for the other NEOs):NEOs was in the form of variable, at-risk pay. Moreover, 80% of long-term incentive awards for our CEO and 75% of long-term incentive awards for our other NEOs was in the form of performance-based compensation (performance shares and stock options).

 

 

 

*	Percentages calculated 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:

Annual Incentive Opportunity (AIP)www.equifax.com	•EQUIFAX INC  |2022 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 Financial47	•	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%.

*

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.

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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)

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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.
consultant	Mix of short-term  Performance-oriented pay philosophy, as evidenced by a target pay mix for our CEO and long-term incentives and performance metrics.other NEOs that is predominantly performance-based (see page 47)     Capped annual and long-term incentive awards.		No re-pricing of underwater stock options.performance-based awards     Executive change in control severance plan provides flexibility to determine severance payments for our executive officers as the Committee deems appropriate   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
	Compensation clawback policy contains financial and reputational harm standard, including in supervisory capacity   Meaningful share ownership requirements for senior officers.	executives   Anti-hedging and -pledging policy for directors, officers and other employees   Senior executives cannot purchase or sell Equifax securities except pursuant to a Rule 10b5-1 trading plan with robust requirements, reflecting governance best practices   No re-pricing of underwater stock options

 

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How We Determine the Total Amount of Compensation

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, which align with our EFX2023 strategic priorities
		•  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 •–  PerformanceTSR 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 total shareholder return results in higher returns for shareholders •–  Premium-priced stock options (granted to our CEO) tighten the link between our LTI compensation and creation of shareholder value by ensuring that our CEO receives gains only after a premium return is delivered to investors –  Market-priced stock options (granted to our NEOs other than the CEO) provide a strong incentive for the creation of long-term shareholder value because the options may be exercised for a profit only to the extent our stock price appreciates following the grant date –  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 36.62
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 page 64 and pages 37 and 48-53.82-83

 

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.2021 Annual Incentive Plan, the Committee considered recommendations from members of management concerning the financial performance measures and the performance metric related to cybersecurity. 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.

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

•	The CEO makes recommendations to the Committee regarding the design of performance measures for our 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.
•	The Chief Financial Officer provides information and analysis relevant to the establishment of performance targets for our annual incentive plan as well as any other performance-based awards and presents information regarding the attainment of corporate and business unit financial goals for the preceding year.
•	The Chief Legal Officer attends meetings of the Committee to provide input on legal issues, to communicate governance-focused investor perspectives based on shareholder engagement efforts, and to respond to questions about corporate governance and executive compensation.

The 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.

Compensation Consultant Services and Independence

The Compensation Committee has also made histhe authority to engage advisors to assist it in fulfilling its responsibilities. The Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”), a nationally-recognized executive compensation consulting firm, to provide advice with respect to 2021 compensation for our NEOs and other officers. FW Cook performs services solely on behalf of the Committee and does not provide any other services to the Company. Management had no role in selecting the Committee’s compensation consultant and has no separate relationship with FW Cook. The Committee has assessed the independence of FW Cook pursuant to SEC and NYSE rules and concluded that no conflict of interest exists that would prevent FW Cook from independently representing the Committee. In 2021, FW Cook assisted the Committee in determining appropriate levels of compensation for the CEO and other executive officers for 2021, advising on the structure of variable incentives and assisting the Committee in evaluating performance goals.

Benchmarking Use of a Peer Group

Compensation Peer Group: Business Overview and Competitive Market

We are a global data, analytics and technology company. We provide information solutions for businesses, governments and consumers, and we provide human resources business process outsourcing services for employers. The market for our products and services is highly competitive and is subject to change. Our competitors vary widely in size and in the nature of the products and services they offer.

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

The Committee has determined to conduct an annual evaluation, with the assistance of FW Cook, of our compensation peer group to ensure the companies continue to reflect our business strategy and the evolving market in which we compete for business. In addition, the Committee ensures that the peer group also includes competitors for talent as our labor market for

 

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

CEO LONG-TERM INCENTIVE MIX

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

COMPARISON OF CEO ANNUAL TOTAL DIRECT COMPENSATION
TO TSR PERFORMANCE

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Other NEO Benchmarkingexecutive leadership extends across the highly competitive technology and technology-enabled industries. The peer group selection process further refines these business and labor market competitors to only include companies that are within similar scale and exhibit similar business complexity.

 

For2021 Peer Group Determination

In September 2020, following annual review, FW Cook recommended revising the peer group selection criteria to better align with the Company’s business strategy and focus. Quantitative considerations included revenue and market capitalization. Other general considerations included industry consolidation, competitors for business and competitors for executive talent.

Following this evaluation, the Committee revised its peer group for 2021 to remove First Data Corporation, Total System Services, Inc. and Worldpay, Inc. due to industry consolidation. The Compensation Committee at the same time added Fair Isaac Corporation (FICO) to our NEOs, in 2016 we conductedpeer group because it is a detailed market review ofdirect competitor for business and executive pay to evaluate each element of pay competitiveness, reviewed pay practices and compared performance against market data as described below. This analysis was discussed and reviewedtalent.

The resulting peer group adopted by the Compensation Committee with itsin 2020 reflects 15 companies operating in the technology industry that generally reflects our labor and business market for products and services. Compared to these companies, Equifax’s size approximates the peer group median on two key measures of scale: total revenue and market capitalization. The companies comprising our 2021 compensation consultant. Two primary types of market datapeer group were used to compile this analysis:

•	General industry data, focusing on data from those companies similar in size to the Company, was drawn from the Aon Hewitt Total Compensation by Industry database; and, for base salaries and annual incentives, also data from the Towers Watson U.S. General Industry Executive Database (or the Mercer Survey Data if Towers Watson Data is unavailable).
•	Peer group proxy data, for long-term incentives (and, for the CFO only, for base salary) was drawn from available proxy statements and public reports for the following 13 publicly-held companies:

as follows:

 

PEER GROUP
Alliance Data Systems Corp.	Fidelity National Financial, Inc.	Intuit Inc.
Automatic Data Processing Inc.	Fidelity National Information Services	Jack Henry & Associates, Inc.
Black Knight, Inc.	Fair Isaac Corporation (FICO)	Moody’s Corp.Corporation
CGI GroupBroadridge Financial Solutions, Inc.	Fiserv, Inc.	Paychex, Inc.
DSTCoreLogic, Inc.	Gartner, Inc.	TransUnion
FactSet Research Systems, Inc.	FTI ConsultingGlobal Payments, Inc.	Western Union Co.
Dun & Bradstreet Corp.		Verisk Analytics, Inc.

 

The Compensation Committee selected this peer group, after consultation with itsIn setting 2021 executive compensation, consultant, primarily based upon criteria such as companies against which we compete directly or indirectly for capital, executive talent and, in some cases, business. Because there were no publicly-held, stand-alone direct U.S. competitors across all of our businesses at the time of the survey, we focused on similarly complex companies that compete with us in a significant aspect of our business, have similar customers, or are in the business of data and analytics-based business solutions delivered through technology. Industries represented by these companies included information and delivery systems, publishing, specialized finance, information technology consulting services, data processing, outsourced services and application software. The group was unchanged for 2016 as compared to 2015.

We aim to provide sufficient competitive pay to attract and retain experienced and successful executives and to attract executives from larger companies with a track record of creating scalable processes necessary to create and sustain significant growth. We are at median in market capitalization relativeaddition to our peer group companies though below mediandata described above, the Committee also considered data drawn from the Willis Towers Watson High Tech Executive Compensation Survey Database related to similarly sized companies. The Committee utilized this broad-based, third-party survey data to gain a general understanding of the current compensation practices and trends in total revenue. This philosophy positions us for business expansion without undue cost to the Company.market.

 

Business Evolution and 2022 Peer Group Determination

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

In 2021, in consideration of the substantial evolution in our business since the time our then-current peer group was established, the Committee directed FW Cook to conduct a comprehensive review to inform its recommendation for the peer set for 2022. After a detailed analysis and several meetings with the Committee and management, FW Cook recommended revising the peer group selection criteria to better align with the Company’s size, business strategy and focus. Quantitative considerations included market capitalization and revenue. Other general considerations included industry, business characteristics, growth orientation, peers identified by third parties and competitors for executive talent.

Following this evaluation, the Committee revised its peer group for 2022 and thereafter to remove Alliance Data Systems (due to disparate business operations and scale), Black Knight (due to disparate scale and organizational restructuring) and CoreLogic (due to industry consolidation). The Compensation Committee at the same time added Automatic Data Processing, Intuit and Workday to our peer group, which are businesses that align with our enhanced portfolio of employer services, as described above.

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

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

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Peer Group for Performance Shares

 

The above-named2021 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 2021 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 tenuretenure.

Analysis of 2021 Compensation Decisions

Context for 2021 Compensation Decisions

At our 2020 Annual Meeting, approximately 91% of the votes cast approved our executive compensation program. During our subsequent off-season engagement (September 2020 to February 2021), shareholders representing approximately 47% of our outstanding shares described their priorities and are generally similarprovided constructive feedback to our management team regarding our executive compensation program. Our shareholders expressed support for our core compensation program, including the use of performance-based equity award structures to drive alignment of the interests of our executives and shareholders.

In designing the 2021 compensation structures and target pay levels, the Committee sought to ensure that the 2021 compensation program reflected the successful completion of our EFX2020 data security and technology transformation, as well as our EFX2023 business priorities and ESG priorities, while also ensuring that the Company could attract and retain talented employees in order to create value for shareholders and provide appropriate incentives for executives who have comparable levels of responsibility (although actual payouts may differ depending on relative performance).managing those efforts.

 

EQUIFAX INC. - 2017 Proxy Statement30Key Compensation Decisions for 2021

In February 2021, after conducting a thoughtful review and considering shareholder feedback, the Committee determined the key elements of our 2021 executive compensation program.

For the 2021 Annual Incentive Plan, the Committee:

•	Decided to no longer exclude technology transformation costs when calculating Adjusted EPS, one of the two key financial metrics under the AIP;
•	Moved cybersecurity from a single company-wide AIP performance metric to a required component of the non-financial goals that comprised up to 20% of the 2021 AIP opportunity for all bonus-eligible employees (including our NEOs); and
•	In connection with the extension of our CEO’s employment agreement, (i) determined that Mr. Begor’s AIP award will be based exclusively on achievement measured against Company financial goals (previously 80% financial goals and 20% individual objectives) and (ii) increased his target AIP award opportunity from 100% to 120% of base salary.

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Analysis of 2016 Compensation Decisions

2016 NEO Compensation

In February 2016,For the Compensation Committee took2021 Long-Term Incentive Plan, the following actions with respect to 2016 compensation for the NEOs:Committee:

 

•	Base Salary. Mr. Gamble received a base salary increaseIn connection with the extension of 4.0% effective February 20, 2016. Mr. Kelley received a merit increase inour CEO’s employment agreement, approved an LTI award mix for our CEO consisting of TSR performance shares (weighted 60%), premium-priced stock options (weighted 20%) and time-based RSUs (weighted 20%), thereby increasing the formperformance-based elements to 80% (compared to 75% performance-based under 2020 LTIP);
•	Approved an LTI award mix for our other NEOs consisting of a lump sum payment in the amount of 4.0% of his base salary ($21,012)TSR performance shares (weighted 50%), market-priced stock options (weighted 25%) and time-based RSUs (weighted 25%), which was paid on March 4, 2016. Ms. Rushing received a merit increaseis generally consistent with the standard award mix in place prior to 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 connection2017 cybersecurity incident; and
•	In order to align with his business unit leader rotation,market practice 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 portionretentive value of future equity awards, amended the long-term incentive program.
•	2016 AIP Opportunities. The target annual cash incentive opportunitiesdefinition of retirement under our 2008 Omnibus Incentive Plan and other equity-based plans to increase the service requirement for 2016, expressed as a percentagenew participants from age 55 and five years of base salary earned, were unchanged from 2015 for the NEOs.
•	2016 LTI Opportunities. For NEOs other than the CEO, as in priorservice, to age 60 and five 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.service.

 

2016The 2021 compensation program is described in detail below.

2021 Annual Cash Incentive GoalsStructures and Outcomes

Summary

 

Annual cash incentive awards are designed to reward the achievement of near-term business goals.goals in alignment with our EFX2023 strategic priorities. 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.

When setting the range of performance goals for Corporate Adjusted EPSOperating Revenue and Corporate Operating RevenueAdjusted EPS 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 20162021 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) and Corporate Adjusted EPS (used to measure profitability). 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.

 

Establishment of Corporate-Level Financial Goals

The Compensation Committee established corporatecorporate-level financial goals required to earn a cash incentive award for 20162021 in a manner that iswas designed, to, within reasonable limits, to encourage achievement that exceeds target goals and penalize underachievement, while recognizingpenalizes underachievement. 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.

 

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 2021 AIP, the Compensation Committee considered (i) the Board’s review and approval of our 2021 operating budget, (ii) our 2021 financial outlook (including anticipated business unit growth trends for 2021 and the impact of redundant system cost in 2021 compared to 2020) and (iii) our EFX2023 strategic priorities, taking into account the initiatives to be implemented during 2021.

The 2021 threshold, target and maximum levels for Corporate Operating Revenue were set above 2020 levels, and the 2021 target was set above 2020 actual results. After careful consideration and with the input of the Compensation Committee’s independent compensation consultant, the Committee determined it was appropriate to set the 2021 target level for Corporate Adjusted EPS at a level higher than the 2020 target, but lower than 2020 actual results, and to set the 2021 threshold and maximum levels for Corporate Adjusted EPS above 2020 threshold and maximum levels. In setting the 2021 target level for Corporate Adjusted EPS, the Committee considered the fact that our Board-approved operating budget for 2021 included cloud technology transformation expenses in the calculation of Adjusted EPS, unlike in 2020, when such expenses were excluded from the calculation of Adjusted EPS. The Committee also took into account that our fiscal 2021 guidance, which was communicated to investors in February 2021, projected a decline in Corporate Adjusted EPS compared to fiscal 2020. In setting the 2021 threshold and maximum levels for Corporate Adjusted EPS, the Compensation Committee determined these levels were sufficiently challenging to motivate executives to achieve performance that would support long-term shareholder value.

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The 2021 corporate-level financial goals under the AIP were as follows:

Performance Measure(1)

Weight (%)(2)

Threshold (25% payout)

Target (100% payout)

Maximum (200% payout)

Corporate Adjusted EPS

65

$5.93

$6.54 (10.3% above Threshold)

$6.78 (14.3% above Threshold)

Corporate Operating Revenue

15

$4.153 billion

$4.499 billion (8.3% above Threshold)

$4.660 billion (12.2% above Threshold)

(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 to be stated in constant dollars at our budgeted 2021 foreign exchange rates and further adjusted to exclude four acquisitions. Corporate Adjusted EPS is Adjusted EPS as shown in Annex A to this Proxy Statement and then further adjusted to be stated in constant dollars at our budgeted 20162021 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 2021 Performance Highlights above.
(2)	BasedIn connection with the amendment of our CEO’s employment agreement in February 2021, the Compensation Committee determined that Mr. Begor’s 2021 AIP award would be determined based exclusively on achievement measured against Company financial goals (rather than 80% financial goals and 20% individual objectives). As a result, for 2021, Mr. Begor’s AIP payout was based upon our publicly-disclosed strategic goals, long-term financial objectivesCorporate Adjusted EPS (81.25% weighting) and performance expectations for 2016.
(3)	Set based on our most challenging “stretch” goals for 2016.Corporate Operating Revenue (18.75% weighting).

 

Payouts for achievement between threshold and target, and between target and maximum, are determined based upon straight line interpolation. Pursuant to the terms of the 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 Statement31Establishment of Business Unit-Level Financial Goals

The Compensation Committee reviewed and approved a Business Unit Plan for each of our business units. The Compensation Committee established business unit-level financial goals required to earn a cash incentive award for 2021 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 2021, 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 2021 business unit objectives for Messrs. Ploder and Singh are set forth below. The 2021 target levels for each of these business unit objectives were set above 2020 actual results.

Workforce Solutions Plan—Performance Measures		Weight (%)				Threshold (25% payout)				Target (100% payout)			Maximum (200% payout)
Corporate Adjusted EPS		30			$	5.93			$	6.54			$	6.78
Workforce Solutions Operating Revenue		30			$	1.438 billion			$	1.600 billion			$	1.656 billion
Workforce Solutions Operating Income		20			$	704.4 million			$	775.2 million			$	817.3 million

USIS Plan—Performance Measures		Weight (%)			Threshold (25% payout)				Target (100% payout)				Maximum (200% payout)
Corporate Adjusted EPS		30			$	5.93			$	6.54			$	6.78
USIS Operating Revenue		30			$	1.483 billion			$	1.575 billion			$	1.630 billion
USIS Operating Income		20			$	471.9 million			$	516.0 million			$	555.9 million

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Establishment of Business Unit-Level FinancialNon-Financial Goals

 

The 2016 corporate and business unitIndividual objectives for Mr. Ploder, aour NEOs and other members of the senior leadership team are developed in the first quarter of each year in connection with the preparation of the Company’s business unit leader, were established as follows:

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

Establishment ofplan and overall strategy. Individual Performance Objectives

Individual personalAIP objectives are specific to each executive officer positionNEO but also intended to support our enterprise-wide initiatives. The 2021 performance objectives for our NEOs are set forth on pages 55-57 and may relate to:reflect our focus on the following:

•	strategicleveraging our Equifax Cloud capabilities to achieve growth throughby accelerating new product innovation, technologyexecuting bolt-on acquisitions, expanding our differentiated data assets, and analytical services, product synergies, acquisitions that provide greater geographic diversity, and expansion of data sources;prioritizing engagement with customers;
•	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 our ESG priorities, 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.

 

PersonalNon-Financial Goals Related to ESG Priorities: 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 a cybersecurity metric was added to our 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 and the continued importance of prioritizing cybersecurity in our strategic priorities, the Committee determined to move cybersecurity from a single Company-wide AIP performance metric to a required component of the non-financial goals that comprised up to 20% of the AIP opportunity for all bonus-eligible employees.

As a result, beginning in 2021, Equifax employees who participate in the AIP have a mandatory security-focused performance goal as part of their individual objectives, forwhich is designed to support the NEOs and other senior managementhighest level of performance under our global cybersecurity awareness program. Employees are set at the start of each fiscal year and approvedrequired to identify one or more pre-determined security goals, established by the CEO. AtSecurity Department, that are most appropriate to their role and scope of responsibility. Examples of these role-based goals include identifying real and simulated phishing attacks, ensuring timely access control termination and mitigating other human risk behavior actions, thereby addressing primary security threat vectors impacting our Company. The Committee believes that the inclusion of cybersecurity in our AIP ensures that data security is an integral and consistent element of the expected performance of our employees.

Evaluation of Individual NEO 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. The Compensation Committee reviews and approves thisThese performance evaluation and evaluatesevaluations are subject to the performancereview of the CEO in a similar manner, with input fromCompensation Committee. For 2021, the full Board.

For 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 2016Compensation Committee evaluates the performance of the CEO in a similar manner, with input from the full Board. In connection with the amendment of our CEO’s employment agreement in February 2021, the Compensation Committee determined that Mr. Begor’s 2021 AIP award would be determined based exclusively on achievement measured against Company financial goals (rather than 80% financial goals and 20% individual objectives). The Committee set non-financial performance ratings are described belowobjectives for each NEO, all of whom hadMr. Begor under the 2021 AIP, including the required security goal and a workforce diversity-related goal; however, Mr. Begor’s performance against those 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.did not impact his 2021 incentive payout.

 

2016Summary of 2021 Annual Cash Incentive Awards

 

In February 2017,2022, the Compensation Committee reviewed each NEO’s performance against the pre-established 20162021 performance goals as approved by the Committee. Awards could range from 0% of the executive’s award goal (for performance below the threshold level) to 200% of the individual’s award target (for performance at or above the maximum level). The award paid to our CEO under the 2021 AIP was based exclusively on achievement measured against

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specified financial goals. Awards paid to our other NEOs under the 2021 AIP were determined based on achievement measured against specified financial goals (80% weighting) and individual objectives (20% weighting). The target incentives,and maximum performance factors and weightings,incentives, along with 2016a summary of the actual 2021 awards forearned by the NEOs, are set forth in the table below. A detailed description of how 2016each NEO’s 2021 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 ($)		Target Incentive (as Percentage of Salary) (%)		Target Incentive ($)		Maximum Incentive ($)(1)		Earned 2021 Incentive as Percentage of Target (%)		2021 Incentive ($)
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																		1,500,000		120		1,800,000		3,600,000		200		3,600,000
J. Gamble		632,243		60		379,346		758,692		Corporate Results, 80% Individual Results, 20%		120		200		758,692		741,260		85		630,071		1,260,142		200		1,260,142
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		683,173		85		580,697		1,161,394		200		1,161,394
C. Rushing		492,752		60		295,651		591,302		Corporate Results, 80% Individual Results, 20%		114		190		561,737
B. Koehler																		676,803		75		507,602		1,015,205		200		1,015,205
S. Singh																		639,904		85		543,918		1,087,837		154		838,609

(1)   

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

Determination of each NEO’s Performance and Annual Cash Incentive

 

EQUIFAX INC. - 2017 Proxy Statement32Mark Begor I Chief Executive Officer

 

Objectives		Target Level				Actual Results				Actual as a % of Target				2021 Incentive
Corporate Adjusted EPS		$	6.54			$	7.648				200			$	2,925,000
Corporate Operating Revenue		$	4.499 billion			$	4.888 billion				200			$	675,000
Individual Objectives			n/a(1)				Distinguished				n/a(1)				n/a(1)

(1)

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

Mr. Begor achieved a rating of “Distinguished” based on his achievements for 2021. These achievements included:

•	Led the Company to hold its first Investor Day since 2012, including the issuance of a new long-term financial framework and capital allocation plan through 2025.
•	Led the Company to achieve record performance levels while continuing to safely navigate the COVID-19 pandemic.
•	Made strong progress on the acceleration of new product innovations, delivering 151 new products and raising the Vitality Index to 8.8%, up from 5.2% in 2020, and exceeding performance targets.
•	Completed eight acquisitions, deploying nearly $3 billion of capital in investments that are expected to deliver over $300 million in revenue in 2022.
•	Expanded our commitment to ESG issues, including through the issuance of quantitative disclosures related to Inclusion and Diversity in accordance with the EEO-1 and SASB frameworks and making a commitment to net-zero greenhouse gas emissions by 2040—a market-leading sustainability commitment enabled by our Equifax Cloud transformation.
•	Continued to attract and retain an exceptional and diverse leadership team.
•	Drove strong progress on our Equifax Cloud transformation, including top line and cost savings.
•	Led our team to accelerate our security leadership, strengthening our security program maturity and risk posture as measured by independent third parties.
•	Oversaw engagement and remediation efforts that resulted in the lifting of the consent order with the multi-state banking regulators that was imposed following the 2017 cybersecurity incident.

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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				2021 Incentive
Corporate Adjusted EPS		$	6.54			$	7.648				200			$	819,093
Corporate Operating Revenue		$	4.499 billion			$	4.888 billion				200			$	189,021
Individual Objectives		$	126,014				Distinguished				200			$	252,028

 

Mr. Gamble achieved a rating of “Distinguished” based on his individual objectivesachievements for 2016.2021. These objectivesachievements included:

 

•	Continuing to improve business performance transparencyPlayed an integral role in a highly successful Investor Day where the Company re-introduced a long-term financial framework and performance drivers in the management of financial monitoring, reporting and analysis to achieve the 2016 corporate budget.
•	Implementing a capital planning process and effectively managing the Company’s capital structure (including completion of a $775 million public notes offering in May 2016), credit ratings, access to capital and allocation of capital among internal growth investments, acquisition and return of capital to shareholders.
•	Developing the 2017 corporate budget consistent with long-term growth objectives.
•	Enhancing the Company’s investor relations function, including broadening the Company’s investor base and improving the scope and content of support materials.
•	Continuing to advance and execute global enterprise risk management processes, including directing increased investment in data security, disaster recovery and regulatory compliance capabilities.
•	Providing effective support for mergers, acquisitions and other enterprise initiatives, including the $1.9 billion acquisition and successful integration of Veda Group Limited.
•	Leading the implementation of an enterprise billing and reporting system.
	plan through 2025.
•	Further developing globalEffectively financed nearly $3 billion of acquisitions, which are expected to deliver over $300 million in revenue in 2022.
•	Refinanced our debt obligations to eliminate near-term maturities and increase liquidity, including refinancing our revolving credit facility and overseeing a successful $1.1 billion public debt offering in August 2021.
•	Led financial aspects of our significant Equifax Cloud transformation efforts, including exceptional management of critical milestone completions based on overall financial achievement.
•	Drove efforts within the finance organization skillsto enhance reporting and capabilities.management of Cloud-related costs, including by conducting frequent reviews with each business unit and corporate department regarding transformation progress and investment, and improving consistency of cost tracking across business units.

 

John J. Kelley III, Corporate ViceRudy Ploder I 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				2021 Incentive
Corporate Adjusted EPS		$	6.54			$	7.648				200			$	348,418
Workforce Solutions Operating Revenue		$	1.600 billion			$	1.961 billion				200			$	348,418
Workforce Solutions Operating Income		$	775.2 million			$	1.007 billion				200			$	232,279
Individual Objectives		$	116,140				Distinguished				200			$	232,279

 

Mr. KelleyPloder achieved a rating of “Distinguished” based on his individual objectivesachievements for 2016.2021. These objectivesachievements for Workforce Solutions included:

 

•	Directing and improving the effectiveness and efficiency of the Company’s regulatory and government relations operations, including expanding government outreach programs, enhancing the Company’s engagementDelivered record financial performance, with the Consumer Financial Protection Bureau and continuing legislative efforts (bothover $2 billion in the U.S. and internationally).
	revenue, up 39% over 2020.
•	ContinuingLed the Company with the highest level of new product innovations, including mortgage and talent solutions products to improve business unit supportfurther penetrate specific customer and alignment.
	industry demand.
•	ContinuingAcquired four companies that aligned with our M&A strategy of growing core data assets, adding to refinethe data hub and build out the Company’s global security organization.moving into market adjacencies.
•	Drove growth of active records on The Work Number to 136 million while also growing contributors to over 2.5 million.
•	Strengthened high performing leadership team by identifying and developing key talent and ensuring competitive retention.
•	Ensured that Verification Services completed its Cloud-native journey.

 

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•	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.

Rodolfo O. Ploder, President – Workforce SolutionsBryson Koehler I Chief Technology, Product and Data & Analytics 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				2021 Incentive
Corporate Adjusted EPS		$	6.54			$	7.648				200			$	659,883
Corporate Operating Revenue		$	4.499 billion			$	4.888 billion				200			$	152,281
Individual Objectives		$	101,521				Distinguished				200			$	203,041

 

Mr. PloderKoehler achieved a rating of “Distinguished” based on his individual objectivesachievements for 2016. His objectives2021. These achievements included:

 

•	Growing The Work Number instant employment verification database, expanding strategic partnerships and improving the Company’s data analytic capability and useLed enterprise to achieve $2.5 billion of trended data.
	revenue flowing through its Cloud systems, exceeding performance target.
•	Diversifying growthOversaw efforts to house over 500 billion records in verification services, including implementing targeted strategiesthe data fabric at the end of 2021, with over 340 million and sales execution objectives to increase market share50 million people keyed and deliver quality serviceslinked in the U.S. and expanding channel partnerships and the enterprise selling model.
	Canada, respectively.
•	Maximizing employer compliance with the Affordable Care Act.
	Drove efforts to decommission applications, resulting in 45% of all Equifax applications (81% of U.S. applications) that were in product three years ago being fully decommissioned.
•	Leveraging talent strategyLed the Technology and Product organizations to source internal candidatesachieve strong progress on the acceleration of new product innovations, delivering 151 new products and raising the Vitality Index to ensure Workforce Solutions has talent for future growth.
	8.8%, up from 5.2% in 2020 and exceeding performance targets.
•	Deploying strategies to provide solutions for client human resources compliance challenges, including developingDeveloping and retaining a best in class compliance solution.
•	Increasing our leadership position in unemployment claims management.
•	Executing acquisition growth strategy, including identification of potential targets with desired strategic, financial and cultural characteristics.high-performing, diverse team despite a highly-competitive labor market.

 

Coretha M. Rushing, Corporate ViceSid Singh I 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				2021 Incentive
Corporate Adjusted EPS		$	6.54			$	7.648				200			$	326,351
USIS Operating Revenue		$	1.575 billion			$	1.588 billion				124			$	202,860
USIS Operating Income		$	516.0 million			$	506.9 million				84			$	91,831
Individual Objectives		$	108,784				Distinguished				200			$	217,567

 

Ms. RushingMr. Singh achieved a rating of “Exceeds”“Distinguished” based on her individual objectiveshis achievements for 2016.2021. These objectivesachievements for USIS included:

 

•	Deploying enterprise talent acquisition strategyDrove improvements in our customer-focused business model, including by adding 25% capacity to address critical talent needs, including activating frontline manger engagement survey action planssales, establishing a new customer success manager role and launching an enterprise-wide real-time recognition program.
	USIS University to better serve our customers.
•	Expanding learning and career development programs and opportunities.
	Effectively managed the mortgage market decline by focusing on non-mortgage revenue, which increased 16% compared to 2020.
•	Designing a construct for reframing total rewards programsLeveraged differentiated data assets to respond to changing market and business requirements.
	drive new products, resulting in 27 new products introduced by USIS in 2021.
•	Continuing to improve Company human resources supportOversaw the successful acquisitions of Kount and programs.
	Teletrack, further strengthening our ID&F portfolio and differentiated data assets.
•	Leveraging human resources systemsDrove strong progress to maximize utilization of metricsexecute on Cloud technology transformation, exceeding performance targets for improved workforce analytics.
•	Designingcustomer migrations and deploying a strategyremaining on track to increase alignment between corporate priorities and The Equifax Foundation.
•	Further developing skills and capabilities incomplete 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.USIS cloud migration on 2022.

 

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.
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•	RSUs provide motivation and retentive value through three-year cliff vesting schedules.57

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2021 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 theour CEO and other NEOs it 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

In February 2021, in connection with the extension of our CEO’s employment agreement, the Committee approved an LTI award mix for 2021 for our CEO that consists of TSR performance shares (weighted 60%), premium-priced stock options (weighted 20%) and time-based RSUs (weighted 20%). These changes resulted in 80% of our CEO’s 2021 LTI award being subject to substantive performance requirements and only 20% being subject to standard time-based vesting, compared to an equity run rate for 2016 declined to 0.4%, from 0.5%weighting of 50% each under the terms of his original employment agreement. Moreover, the inclusion of premium-priced stock options in 2015. See “CEO Benchmarking” on page 28 for a discussionplace of howtraditional stock options tightens the link between the CEO’s long-term incentive opportunity was calculated.LTI compensation and the creation of shareholder value.

 

In February 2021, the Committee approved a 2021 LTI structure for our other NEOs that is generally consistent with the standard award mix we had in place prior to the 2017 cybersecurity incident: performance shares (weighted 50%); market-priced stock options with a ten-year term (weighted 25%); and time-based RSUs (weighted 25%). As detailed in our 2021 proxy statement, following a review of competitive market data and taking into consideration the successful execution of our three-year data security and cloud technology transformation, the Committee determined it was appropriate to return to a more traditional LTI structure for these NEOs.

A detailed description of each element of our 2021 LTIP follows.

2021 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.

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Payouts in February 2024 (if any) for the performance shares awarded on February 12, 2021 will be based on the following scale, with straight-line interpolation between the threshold and maximum levels:

TSR PERFORMANCE SHARES: PERFORMANCE/PAYOUT SCALE

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

The number of TSR performance shares payable is the target award multiplied by a percentage (from 0% to 200%), calculated by taking 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 reflect performance over the whole period. See “Actions Taken with Respect to 2017 Compensation” on page 40 for information regarding the 2017 performance share grants.volatility.

 

Payouts forIf our team does not deliver threshold performance, the value of the performance shares awardedwill be $0. In addition, in the event our cumulative TSR is negative over the three-year performance period, the payout is capped at 100% of the target shares, irrespective of our TSR percentile rank versus peers. Beginning with the 2021 grants, TSR performance share awards require the recipient to hold the shares for a period of 12 months following vesting.

Premium-Priced Stock Options

The use of premium-priced stock options for awards to our CEO tightens the link between our long-term incentive compensation and the creation of shareholder value by ensuring that our CEO receives gains only after a premium return is delivered to investors. This construct reduces the possibility that broad industry or market growth, as opposed to Company-specific performance, leads to individual gain by our CEO. If our CEO is not able to lead our team to drive share price returns in excess of the exercise price before the expiration date, the realized value of his 2021 stock options will be $0.

The exercise prices of stock options granted in 2021 for our CEO were set above the fair market value of our stock in two equally weighted tranches, with exercise prices of 110% and 120% of the grant date fair market value of our stock. The premium-priced stock options granted on February 18, 201612, 2021 cliff-vest on December 31, 2025, assuming continued employment with the Company, and have a seven-year term.

Market-Priced Stock Options

The Compensation Committee believes that market-priced stock options provide a strong incentive for the creation of long-term shareholder value, because stock options may be exercised for a profit only to the extent our stock price appreciates after the grant date. If our NEOs are not able to drive share price returns in excess of the exercise price before the expiration date, the realized value of their 2021 stock options will be as follows in February 2019, with straight-line interpolation between the threshold and maximum levels:$0.

 

PERFORMANCE SHARE PERFORMANCE/PAYOUT SCALEThe exercise price of stock options granted in 2021 for our NEOs other than the CEO were set at the grant date fair market value of our stock. The market-priced stock options granted on February 12, 2021 vest in one-third installments on each one-year anniversary of the grant date, assuming continued employment with the Company, and have a ten-year term.

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

 

RSUs represent a promise

We use RSUs to issue unrestricted sharesencourage retention of our common stock once applicable service vestingemployees over the long-term and performance requirements are satisfied.simultaneously inspire our team to focus on corporate performance. The RSUs issued to our NEOs on February 12, 2021 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. RSUs accrue dividend equivalent units.

 

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 Incentive2021 LTI Grant Values.Values

The Compensation Committee determinedset 2021 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, stock options and RSUs based on a stock pricethe grant date fair value of $100.89 at February 18, 2016, using pre-arranged proportions for each.the award on the relevant grant date. The CEO’s mix was not pre-determined and the final mixgrant date fair value 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 yearis based on the Monte Carlo equity valuation model. The grant date fair value of premium-priced stock options is based on a Monte Carlo model, which is built on a lattice model framework. The grant date fair value of market-priced stock options is based on the binomial option pricing model, which incorporates assumptions regarding anticipated employee exercise behavior, expected stock price even ifvolatility, dividend yield and risk-free interest rate.

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Following several years of distinguished performance, the awardCompensation Committee revisited our CEO’s target LTI opportunity in connection with the extension of his employment agreement in February 2021. Following review, the Committee increased Mr. Begor’s minimum LTI opportunity to $10.1 million, in view of his demonstrated ability to drive the success of the company and build shareholder value, at grant stays consistent from yearas well as the Committee’s desire to year.retain Mr. Begor through 2025. See “CEO Employment Agreement” on pages 62-64 for additional detail.

 

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, stock options and RSUs.RSUs granted to each NEO in 2021. Actual grant date values, computed in accordance with applicable accounting standards, are disclosed in the “20162021 Grants of Plan-Based Awards” table on page 43.69. 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.

 

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FEBRUARY 2016 TARGET GRANT VALUE FOR EQUITY2021 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

The Committee approved a 2021 LTI award mix for our CEO that included TSR performance shares (weighted 60%), premium-priced stock options (weighted 20%) and time-based RSUs (weighted 20%). The Committee approved a 2021 LTI award mix for our NEOs other than the CEO that included TSR performance shares (weighted 50%), market-priced stock options with a ten-year term (weighted 25%) and time-based RSUs (weighted 25%).

Name(1)		Target Grant Value ($)		Target Number of Performance Shares Granted(2)		Number of Stock Options Granted(3)		Number of RSUs Granted(4)
M. Begor		10,100,000		37,703		57,347		11,400
J. Gamble		1,750,000		5,444		9,877		2,469
R. Ploder		1,500,000		4,666		8,468		2,116
B. Koehler		1,200,000		3,733		6,773		1,693
S. Singh		1,300,000		4,044		7,338		1,834

(1)	The Committee approved annual equity awards to each of the NEOs with a February 12, 2021 grant date. The closing stock price on such date was $177.19.
(2)	The grant date fair value of each performance share was $160.72.
(3)	Premium-priced stock options were granted to our CEO in 2021 and market-priced stock options were granted to our other NEOs. The exercise prices of stock options granted to our CEO were set above the fair market value of our stock in two equally-weighted tranches, with exercise prices of 110% and 120% of the grant date fair market value of our stock. The grant date fair value of each premium-priced stock option, with exercise prices of 110% and 120% of the grant date fair market value of our stock, were $37.76 and $33.00, respectively. The grant date fair value of each market-price stock option was $40.10.
(4)	The grant date fair value of each RSU was $177.19.

 

2014-20162019-2021 Performance Share Awards

 

In February 2017,2022, the Compensation Committee approved the vesting and payment of the FY2014-FY2016FY2019-FY2021 performance shares at 200%195.5% of their target award level. The Committee’s determination was based on the Company’s achievement of total shareholder return relative to companies in the S&P 500 Index (as constituted on the initial grant date, subject to certain adjustments) over the three-year performance period ended December 31, 2016.2021. 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 the Company’s cumulative TSR percentile ranking through the end of each such quarter, as shown in the table below:

		Period from January 1, 2019 through the end of:
		Q1 2021				Q2 2021				Q3 2021				Q4 2021				Average
Equifax TSR			99.13	%			163.76	%			179.48	%			223.33	%
Equifax Percentile vs. S&P 500			83	rd			93	rd			95	th			95	th
Payout			181.9	%			200	%			200	%			200	%			195.5%

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Actions Taken with Respect to 2022 Compensation

Expanded ESG-Related Performance Goals under 2022 AIP

Our Annual Incentive Plan has incorporated an ESG goal since 2018, when we first adopted a security goal modifier for all participants. In 2021, we shifted the security goal from a downward modifier to a required component of each participant’s individual objectives. As a result, all 2021 AIP participants—including our CEO, other NEOs and senior leadership team members—had an ESG security goal as part of their individual performance objectives. In addition, in view of his leadership role to drive progress toward our ESG priorities, our CEO had an additional ESG workforce diversity goal as part of his 2021 individual performance objectives.

Under the 2022 AIP, in support of our accelerating enterprise-wide ESG priorities, all members of our Company’s senior leadership—including our CEO, other NEOs and senior leadership team members—now have a broad set of ESG goals as part of their individual performance objectives. ESG goals under the 2022 AIP include, but are not limited to, goals related to environment, consumer impact (including financial inclusion and access to credit), workforce diversity, security and governance. All employees in senior leadership roles—including our CEO, other NEOs and senior leadership team members—are required to have individual ESG performance goals related to workforce diversity and security, and may also have additional ESG goals related to their individual roles. Beyond the senior leadership level, participants in the 2022 AIP have the required ESG security goal, as well as other ESG goals related to their individual roles, as part of their individual performance objectives.

Added Adjusted EBITDA Performance Shares as 2022 LTI Component

Based on a 90% approval of our compensation program at the 2021 Annual Meeting and direct engagement with nearly 53% of our shareholder base since that time, our investors have expressed support for our overall compensation strategy, including our LTI program.

In January 2022, the Committee approved a 2022 LTI structure for our NEOs other than the CEO consisting of performance shares (weighted 50%), market-priced stock options with a ten-year term (weighted 25%) and time-based RSUs (weighted 25%). The LTI award mix for our CEO is set forth in his employment agreement and consists of performance shares (weighted 60%), premium-priced stock options (weighted 20%) and time-based RSUs (weighted 20%). See “Outstanding Equity Awards at 2016 Fiscal Year-EndCEO Employment Agreement” table on page 45. pages 62-64 for more information regarding our CEO’s LTI awards.

The FY2014-FY20162022 LTI framework for our NEOs (including our CEO) is generally consistent with the 2021 LTI award mix, except the Committee added an Adjusted EBITDA component to the performance share structure to complement the existing TSR performance shares. The 2022 performance share awards were grantedare split evenly between Adjusted EBITDA performance shares and TSR performance shares and continue to our NEOs (other than Mr. Gamble, who was not thencliff vest following the three-year performance period. The decision to reintroduce an executive officeroperational metric to the LTI program is in response to shareholder feedback and a review of the Company) in February 2014.market. The plan is intended to strike a balance between market and operational performance, given that market performance may not always reflect operational performance and relative TSR positioning may be impacted by factors outside of the control of our NEOs. Despite the change, our LTI program continues our emphasis on shareholder alignment with 25% of the performance share awards still tied to relative TSR.

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. The Compensation Committee reviews equity grants made pursuant to the CEO’s delegated authority on a quarterly basis.

 

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

 

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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 plancontribution 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-taxsum of the eligible executive’s base salary paid and after-tax contributions.cash incentive earned for the year. Messrs. Begor, Koehler and Singh participate in the Supplemental Contribution Program. Messrs. Gamble and Ploder participate in the SERP and are not eligible to participate in the Supplemental Contribution Program.

 

For NEOs and other eligible participants, we also maintain a nonqualified supplemental retirement plan, or SERP, for competitive reasons to provide enhanced retirement benefits above what is allowed under the Code through qualified retirement plans, as well as to attract and retain key leadership and to enable orderly and timely succession. The SERP provides a maximum annual lifetime retirement benefit of 50% of base salary and bonus, based on years of credited service and reduced by benefits from the defined benefit pension plan. A more complete description of the USRIP in effect as of December 31, 2016 and the SERP is provided under “Additional Discussion of Material Items in SummaryDeferred 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 forsafety of the CEO monitoringby requiring the use of home security;

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Backprivate aircraft for all travel through May 2021 in response to Contents

•	avoiding the executives havingCOVID-19 pandemic and, to allow the CEO’s travel time to be used productively, providing the CEO with private aircraft usage after May 2021 for personal liability incidents interfere with work responsibilities by providing personal liability insurance;
	purposes, up to an annual limit of $200,000; 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“All Other Compensation”Compensation” column of the Summary Compensation Table on page 4167 and Note 86 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

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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 was 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 consist of (i) 60% performance shares, (ii) 20% premium-priced stock options and (iii) 20% time-based RSUs. Each grant of premium-priced stock options cliff vest on the later of (i) December 31, 2025 and (ii) the third anniversary of the date of grant. The premium-priced stock options granted in 2021 and 2022 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 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) 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 (iv) access to the Company’s health plan for two years or the lesser period permitted by the Company’s general benefits plans and applicable law and monthly payments of or an amount equal to premiums for continuation of healthcare coverage under Section 4980B of the Internal Revenue Code (“Code”) or comparable law (“COBRA”) for 24 months.

If Mr. Begor is terminated by the Company without cause (other than due to disability or death) or resigns for good reason, in each case on or following April 17, 2023, the annual long-term incentive awards granted to Mr. Begor in 2021 through 2025 will continue to vest until the earlier of the applicable vesting date and the second anniversary of the date of his termination of employment, with each such award becoming vested in accordance with the original vesting schedule. Upon the second anniversary of any such termination of employment, each such outstanding award will vest on a pro-rated basis determined based on the portion of the original vesting schedule that has elapsed through such second anniversary (subject, in the case of performance shares, to certification by the Board of the Company’s performance following the end of the applicable performance period). Following any such termination of employment, Mr. Begor will have 36 months to exercise his vested options (or, if earlier, until the applicable expiration date of the option).

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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 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 82 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

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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 2016,2021, 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

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fixed and variable pay and short- and long-term incentives; use of multiple performance measures including corporate, business unit and individual performance weightings in incentive plans; a portfolio of long-term equity incentives including time-based and performance-based measures; caps, discretion in payment, decelerators, clawbacks, oversight by non-plan participants, significant stock ownership guidelines, pre-approval requirements for executive stock transactions; and the existence of policies prohibiting Company stock hedging and pledging and requiring executive incentive compensation recoupment in specified circumstances.

 

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

 

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Stock Ownership Requirements

The Compensation Committee recognizes the critical role that executive stock ownership has in aligning the interests of management with those of shareholders. As such, we maintain a formal stock ownership policy, under which the CEO and other senior executives are required to acquire and hold Equifax common stock in an amount representing a multiple of base salary within five years of assuming their respective positions. A reduction in ownership to one half of these requirements is allowed for executives age 60 or older who are eligible for retirement.

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

STOCK OWNERSHIP AS MULTIPLE OF BASE SALARY

 

Hedging and Pledging Policies

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

Policies on Clawback of Incentive Compensation

 

Our Compensation Committee has adopted an incentive compensation “clawback” policy. Under thisWe have a clawback policy in the event of a material restatement of the Company’s financial results, the Committee has authoritythat covers all employees, including executive officers, and applies to direct the recovery of any excess incentive compensation (including bonuses, annual incentiveequity awards and performance-based equity awards predicated on achievement of financial results) awarded to any employee, if the Committee determines such employee engaged in misconduct (i.e., a knowing violation of SEC rules or Company policy that contributed to the need for the restatement). In addition, in the event a performance measure for a fiscal period is restated or otherwise adjusted in a manner that would reduce the size of the award or payment, the Committee has authority to direct the recovery of any excessother incentive compensation awarded to any executive officer (includingsuch employees. The Compensation Committee has discretion to apply the NEOs), regardlesspolicy to recover and recoup incentive compensation in all of fault. In the caseevents described below:

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

The policy also provides that the Company will disclose its decision to take action, the number of any employee who engaged inemployees impacted and their seniority, and the aggregate amount of the clawback/forfeiture if the underlying circumstances of the misconduct are publicly disclosed. The policy provides that the Committee may 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.

 

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Actions Taken with Respect to 2017 CompensationStock Ownership Requirements

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

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

•

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

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

 

The Compensation Committee will continuerecognizes 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 monitoracquire 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 compensation programofficers 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 ensurea Rule 10b5-1 trading plan in a form that it is consistent withhas been approved by the Company’s objectives, provides appropriate incentivesOffice of Corporate Secretary. Our policy governing executive officer trading plans was designed to management,meet or exceed existing SEC requirements for such plans and remains competitive withreflects strong governance practices.

Hedging and Pledging Policies

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

 

Compensation Committee Interlocks and Insider Participation

 

Ms.Mark Feidler, Robert Marcus, Siri Marshall (retired from the Board on May 6, 2021), Robert Selander and Messrs. Daleo, Driver, Humann, Marcus and TempletonMelissa Smith were the members of the Compensation Committee during 2016.2021. None of these directorsindividuals 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 2016.2021.

 

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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, 20152021, 2020 and 2014.2019. 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		Year		Salary ($)(1)		Bonus ($)		Stock Awards ($)(2)		Option Awards ($)(3)		Non-Equity Incentive Plan Compensation ($)(4)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)		All Other Compensation ($)(6)		Total ($)
Mark W. Begor		2021		1,500,000		0		8,079,933		2,020,085		3,600,000		0		865,557		16,065,575
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
John W. Gamble, Jr.		2021		741,260		0		1,312,491		437,526		1,260,142		1,178,700		22,471		4,952,590
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
Rodolfo O. Ploder		2021		683,173		0		1,124,896		375,111		1,161,394		1,604,500		40,495		4,989,569
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
Bryson R. Koehler		2021		676,803		0		899,984		300,027		1,015,205		0		199,886		3,091,905
Chief Technology, Product and Data & Analytics 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
Sid Singh		2021		639,904		0		974,955		325,055		838,609		0		175,492		2,954,015
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. Ploder was an executive officer, but not an NEO, for 2014. Ms. Rushing was an executive officer, but not an NEO, for 2015.
(2)	Salary represents base salary paid to each of the NEOs for each year shown. Amounts shown are not reduced to reflect the individuals’ election, if any, to defer receipt of salary under the Equifax 2005 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 incentive bonus is included under the “Non-Equity Incentive Plan Compensation” column because it was subject to a performance-based condition (cap) based on the Company’s operating income for the applicable year for purposes of Code Section 162(m), as described under“Consideration of Certain Tax Effects” on page 37. Amounts shown are not reduced to reflect the individual’s election, if any, to defer receipt of awards under the Executive Deferred Compensation Plan.
(4)(2)	For each NEO, the amounts in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 without regard to estimated forfeitures related to service-based vesting conditions. Stock awards in 2016, 2015 and 20142021 included time-vested RSUs and TSR performance shares. For the 20162021 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 20162021 TSR performance share grants of $96.38$160.73 per share for the awards, which was 95.5%90.71% of our closing stock price of $100.89$177.19 on the February 12, 2021 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, 2016,2021, in our 20162021 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 20162021 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)date are as follows: Mr. Smith, $12,459,678;Begor, $15,381,155; Mr. Gamble, $2,072,534; Mr. Kelley, $1,594,279;$2,366,727; Mr. Ploder, $1,307,288;$2,028,471; Mr. Koehler, $1,622,883; and Ms. Rushing $1,116,120.Mr. Singh, $1,758,079. 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)(3)	The amount in this column shows the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718. The amount is based on the fair value of the stock option award as estimated using the binomial model multiplied by the number of shares subject to the option award. Assumptions used in the binomial model for calculation of the amounts in this column are described in Note 8 to our audited consolidated financial statements for the fiscal year ended December 31, 2021, in our 2021 Form 10-K.
(4)	Represents annual incentive bonusesawards paid under the Annual Incentive Plan for services performed in 2016, 2015,2021, 2020 and 2014,2019, respectively. Amounts shown are not reduced to reflect the NEO’s election, if any, to defer receipt of awards under the Equifax 2005 Executive Deferred Compensation Plan.

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(5)

For Messrs. Gamble and Ploder, the amounts in this column reflect the aggregate increase (or decrease), if any, of accumulated pension benefit accruals at the earliest unreduced retirement age for 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“Pension Benefits at 20162021 Fiscal Year-End” table on page 46.74. 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 20162021 Fiscal Year-End”Year-End ” on page 4674 for more information on pension benefits.

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(8)(6)

The “All Other Compensation” column for 20162021 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		341,057		0		0		524,500		0		865,557
J. Gamble		13,771		0		0		8,700		0		22,471
R. Ploder		10,465		0		0		8,700		21,330		40,495
B. Koehler		16,185		0		0		183,701		0		199,886
S. Singh		13,141		0		0		162,351		0		175,492

	(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 duesprivate 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, $35,842 in spousal travel, and $250,905 for private aircraft usage, $210,798 of which was incurred prior to May 2021 (the period during which Mr. Ploder, whose total includes $51,844Begor was required by the Board of Directors to use private aircraft for relocation expenses, $10,000all travel to protect his health and safety in response to the COVID-19 pandemic) and $40,107 of which was incurred after May 2021 (the period during which Mr. Begor was allowed the use of private aircraft for tax and financial planning services and payments forpersonal purposes, up to an executive physical. Mr. Ploder’s relocation expenses include costs associated with the purchaseannual limit 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.$200,000).
	(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 $290,000 in 2021) contributed on a pre-tax and/or after-tax basis to the tax-qualified 401(k) Plan. For Messrs. Gamble and Ploder, the amounts reflect a Company match of 50% of the first 6% of compensation (subject to the government limit on compensation of $265,000$290,000 in 2016)2021) contributed on a pre-tax and/or after-tax basis to the tax-qualified profit sharing and 401(k) Plan. See ““401(k) Plan”Plan” on page 4370 and “Defined Benefit Pension Plan”“Supplemental Contribution Program” on page 44.76.
	(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.

 

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20162021 Grants of Plan-Based Awards

 

Set forth below is information regarding awards provided to the NEOs in 2016.2021. 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		2/12/21		450,000		1,800,000		3,600,000
PS		2/12/21								18,852		37,703		75,406								6,059,967
RSUs		2/12/21														11,400						2,019,966
PPSOs		2/12/21																26,751		194.91		1,010,096
PPSOs		2/12/21																30,596		212.63		1,009,989
J. Gamble
AIP		2/12/21		252,028		630,071		1,260,142
PS		2/12/21								2,722		5,444		10,888								875,009
RSUs		2/12/21														2,469						437,482
MPSOs		2/12/21																9,877		177.19		437,526
R. Ploder
AIP		2/12/21		232,279		580,697		1,161,394
PS		2/12/21								2,333		4,666		9,332								749,962
RSUs		2/12/21														2,116						374,934
MPSOs		2/12/21																8,468		177.19		375,111
B. Koehler
AIP		2/12/21		203,041		507,602		1,015,205
PS		2/12/21								1,867		3,733		7,466								600,002
RSUs		2/12/21														1,693						299,983
MPSOs		2/12/21																6,773		177.19		300,027
S. Singh
AIP		2/12/21		217,567		543,918		1,087,837
PS		2/12/21								2,022		4,044		8,088								649,988
RSUs		2/12/21														1,834						324,966
MPSOs		2/12/21																7,338		177.19		325,055

 

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(1)	2016 AIP 2016= cash incentive award under 2021 Annual Incentive Plan; PS and 2016= TSR performance shares granted under 2021 LTIP; RSUs refer to 2016 annual incentive plan awards, performance share awards and RSU awards.= time-vested RSUs granted under 2021 LTIP; PPSOs = premium-priced stock options granted under 2021 LTIP; MPSOs = market-priced stock options granted under 2021 LTIP.
(2)	The amounts shown represent the range of possible dollar payouts that could have been earned under the 2021 Annual Incentive Plan for 2016. Actual AIP payments for 2016 are reflectedPlan. With respect to Mr. Begor, the amount in the “Non-Equity Incentive Plan Compensation”“Threshold” column assumes the Company achieved the minimum performance level required for the granting of AIP awards, resulting in an award equal to 25% of Mr. Begor’s award target. With respect to our other NEOs, the Summary Compensation Table. The amount in the “Threshold” column assumes the Company achieved the minimum performance level required for the granting of AIP awards, and that the NEO was rated “Achieves Expectations”“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 such NEO’s award target.
(3)	Represents grants to each NEO during 20162021 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 prioraccrue dividend equivalent units which vest at the same time and at the same level of award attainment as the underlying shares. Beginning in 2021, TSR performance share awards require the recipient to 2017.hold the shares for a period of 12 months following vesting. Information regarding performance targets, vesting and additional performance share award details areis set forth under ““2021 Long-Term Equity Incentive Compensation”Compensation” beginning on page 34.58.
(4)	Represents the number of RSUs granted to each NEO during 2016.2021. 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 ““2021 Long-Term Equity Incentive Compensation”Compensation” beginning on page 34.58.
(5)	NoFor Mr. Begor, represents premium-priced stock options were grantedissued with an exercise price equal to 110% ($194.91) or 120% ($212.63) of the NEOs in 2016.grant date fair value of the stock ($177.19). For Messrs. Gamble, Ploder, Koehler and Singh, represents market-priced stock options issued with an exercise price equal to 100% ($177.19) of the grant date fair value of the stock.
(6)	Represents full grant date fair value of stock and option awards granted to each NEO in 20162021 computed in accordance with FASB ASC Topic 718, excluding the estimated effect of forfeitures. The grant date fair valuepremium-priced stock options granted in 2021 to our CEO cliff vest on December 21, 2025, subject to continued employment, and have a seven-year term. The market-priced stock options granted in 2021 to NEOs other than the CEO 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.ten-year term.

 

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

 

Our executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and the Grants of Plan-Based Awards Table was paid or awarded, are described under ““Compensation Discussion and Analysis”Analysis” beginning on page 24.43. A summary of certain material terms of our compensation plans and arrangements is set forth below.

 

20162021 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 ““20162021 Grants of Plan-Based Awards”Awards” table above.on page 69. 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

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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,2021, we matched either 50% of the first 6% of eligible pay, or 100% of 4%the first 5% of eligible 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$290,000 in 2016) (the “basic plan”)2021). 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 2021 Fiscal Year-End” on December 31, 2014 had their pension benefits fully frozen on this date.page 74.

 

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 Event		Severance Obligation
Termination by the Company for Cause or voluntary termination by Mr. Smith without Good ReasonEQUIFAX INC  |2022 PROXY STATEMENT		•70  Base salary through date of termination, accrued pay in lieu of unused vacation and vested compensation previously deferred by him (collectively, the “accrued obligations”); and •   the payment or provision of other benefits which he is eligible to receive under any plan, program policy or practice of the Company to the extent available or provided to other senior executives serving on the senior leadership team (the “other benefits”).
Termination by reason of death, Disability or Retirement		•  The accrued obligations; and •   a cash payment equal to the highest annual bonus earned under the executive bonus plan with respect to the three calendar years immediately preceding the year of termination, prorated for the number of days in the current fiscal year through the date of termination (the “prorated bonus payment”).
Termination by the Company other than for Cause or Disability or termination by Mr. Smith for Good Reason		•   The accrued obligations; •   the prorated bonus payment; •   a severance payment equal to the product of 12 times 1/12thof the sum of his annual base salary and highest annual bonus earned under the executive bonus plan with respect to the three calendar years immediately preceding the year of termination; •   the other benefits; and •   continuation of group health benefits for 12 months, subject to Mr. Smith providing a release of claims.
A Change in Control followed by Mr. Smith’s termination by the Company other than for Cause, Disability or death, or his voluntary termination for Good Reason		•  Base salary through date of termination; •   any unpaid amount for prior years accrued under any incentive compensation plans; •  the prorated bonus payment; •   three times the sum of his highest annual base salary during the 12 months preceding termination and the highest annual bonus earned during the three years preceding the year of termination; •  a supplemental pension plan payment using additional years of benefit service and higher final average earnings; •  continuation of group health benefits and other welfare benefits for three years; and •  a payment equal to the Company’s matching contributions to the 401(k) Plan for three years, subject to Mr. Smith providing a release of claims.

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

EQUIFAX INC. - 2017 Proxy Statement44

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Outstanding Equity Awards at 20162021 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		62,246		0		0		112.46		5/4/28
		88,919		0		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
		14,773		29,548		0		175.48		2/21/26
		18,639		37,280		0		191.44		2/21/26
		0		26,751		0		194.91		2/12/28
		0		30,596		0		212.63		2/12/28
												16,249	(3)		4,757,545
												12,901	(3)		3,777,284
												11,476	(3)		3,360,058
																	36,173	(8)		10,591,093
																	50,645	(8)		14,828,350
																	38,122	(9)		11,161,740
																	75,914	(10)		22,226,860
J. Gamble		10,385		0		0		129.93		2/16/27
		11,128		0		0		121.35		3/5/28
		16,196		0		0		123.49		7/27/28
		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
		2,736		5,472		0		175.48		2/21/26
		3,451		6,904		0		191.44		2/21/26
		0		9,877		0		177.19		2/12/31
												3,133	(4)		917,311
												2,389	(4)		699,475
												2,485	(4)		727,583
																	12,207	(8)		3,574,088
																	9,767	(8)		2,859,680
																	7,058	(9)		2,066,512
																	10,960	(10)		3,208,978

 

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		Option Awards										Stock Awards
Name		Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable(1) (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(2)		Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(2)
R. Ploder		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
		2,006		4,013		0		175.48		2/21/26
		2,531		5,063		0		191.44		2/21/26
		0		8,468		0		177.19		2/12/31
												2,321	(5)		679,566
												1,752	(5)		512,968
												2,130	(5)		623,643
																	9,042	(8)		2,647,407
																	7,234	(8)		2,117,750
																	5,176	(9)		1,515,481
																	9,394	(10)		2,750,469
B. Koehler		7,289		0		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
		1,824		3,648		0		175.48		2/21/26
		2,301		4,603		0		191.44		2/21/26
		0		6,773		0		177.19		2/12/31
												2,088	(6)		611,346
												1,592	(6)		466,122
												1,704	(6)		498,914
																	8,139	(8)		2,383,018
																	6,512	(8)		1,906,648
																	4,706	(9)		1,377,870
																	7,516	(10)		2,200,610

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		Option Awards										Stock Awards
Name		Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable(1) (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(2)		Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(2)
S. Singh		3,011		0		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
		2,006		4,013		0		175.48		2/21/26
		2,531		5,063		0		191.44		2/21/26
		0		7,338		0		177.19		2/12/31
												2,321	(7)		679,566
												1,752	(7)		512,968
												1,846	(7)		540,490
																	9,042	(8)		2,647,407
																	7,233	(8)		2,117,750
																	5,176	(9)		1,515,481
																	8,142	(10)		2,383,896

(1)	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 vested one-third annually for three years following the grant date). Options granted in 2020 vest one-third annually for three years following the grant date. Options granted in 2021 to Messrs. Gamble, Ploder, Kohler and Singh vest one-third annually for three years following the grant date. Options granted in 2021 to Mr. Begor vest on December 31, 2025.
(2)	Based on the closing price of Equifax common stock ($118.23)292.79) 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, 2021.
(3)	RSUs vest on May 21, 2017 (9,368 and 70,616)February 22, 2022 (16,249), February 19, 2018 (4,302)21, 2023 (12,901) and February 18, 2019 (4,295)12, 2024 (11,476).
(4)	RSUs vest on February 21, 2017 (7,258)22, 2022 (3,133), February 19, 2018 (3,585)21, 2023 (2,389) and February 18, 2019 (3,303)12, 2024 (2,485).
(5)	RSUs vest on February 21, 2017 (5,625)22, 2022 (2,321), February 19, 2018 (2,779)21, 2023 (1,752) and February 18, 2019 (2,709)12, 2024 (2,130).
(6)	RSUs vest on February 21, 2017 (5,081)22, 2022 (2,088), February 19, 2018 (2,509)21, 2023 (1,592) and February 18, 2019 (2,312)12, 2024 (1,704).
(7)	RSUs vest on February 22, 2022 (2,321), February 21, 2023 (1,752) and February 12, 2024 (1,846).
(8)	Performance shares granted during 20142019 that were earned based on Equifax’s performance for the three-year performance period ended December 31, 2016;2021; the performance shares did not vest until performance was approved by the Compensation Committee in February 20172022 and therefore were unvested as of December 31, 2016.2021.
(8)(9)	Maximum (200% of target) of performance shares granted during 20152020 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, 2017.2022.
(9)(10)	Maximum (200% of target) of performance shares granted during 20162021 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, 2018.2023.

 

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Option Exercises and Stock Vested in Fiscal Year 2016

2021

 

		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		39,080		9,262,351		128,264		30,399,851
J. Gamble		0		0		0		0		0		0		0		0		7,066		1,569,667		9,447		1,603,628
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		29,672		4,594,155		5,997		1,388,192		5,948		1,009,673
C. Rushing		0		0		6,880		646,032		12,033		1,224,839
B. Koehler														0		0		15,262		3,942,022		6,174		1,594,682
S. Singh														6,021		879,232		13,836		2,351,151		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 20162021 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%164.1%) by the market price of Equifax common stock on February 17, 2016March 5, 2021 ($101.79)169.75) for Messrs. Gamble and Ploder. Mr. Koehler’s award was determined by multiplying the payout percentage earned of 164.1% by the market price of Equifax common stock on July 27, 2021 ($258.29). Mr. Begor’s award was determined by multiplying the payout percentage earned of 164.1% by the market price of Equifax common stock on May 4, 2021 ($237.01).

 

Retirement Plans

 

The following table shows the present value at December 31, 20162021 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 20162021 Fiscal Year-End

 

Name		Plan Name		Number of Years Credited Service (#)			Present Value of Accumulated Benefit(3) ($)		Payments During Last Fiscal Year(s) ($)			Plan Name		Number of Years Credited Service (#)		Present Value of Accumulated Benefit(1) ($)		Payments During Last Fiscal Year(s) ($)
R. Smith		USRIP		3			110,200		0
M. Begor(2)												USRIP		N/A		—		—
		SERP		16	(1)		18,263,300		0			SERP		N/A		—		—
J. Gamble(2)		USRIP		N/A	(2)		N/A		0			USRIP		N/A		—		—
		SERP		3			806,100		0			SERP		8		5,073,800		—
J. Kelley		USRIP		N/A	(2)		N/A		0
		SERP		4			1,276,600		0
R. Ploder		USRIP		5			175,600		0			USRIP		5		248,600		—
		SERP		13			3,063,300		0			SERP		18		8,130,300		—
C. Rushing		USRIP		3			130,000		0
B. Koehler(2)												USRIP		N/A		—		—
		SERP		11			3,540,000		0			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”compensation” times years of service as a senior executive officer (up to 10 years), plus 1.67% of average annual earnings multiplied by years of service as a senior executive officer in excess of 10 years (up to 20 years). “Average annual earnings”compensation” for this purpose meansis generally determined by taking the highest paid 36 consecutive monthsmonthly average of employment and includesthe participant’s compensation (including base salary and annual incentives.incentives) over the 36 consecutive month period during the participant’s employment with the Company in which he or she was paid the greatest amount of compensation, and multiplying such monthly average by 12. For service as a senior executive officer in excess of 20 years or in a position other than as a senior executive officer, a participant receives a “restoration benefit” using a formula similar to that of the USRIP, without the IRS limits on compensation. In general, only actual years of service with the Company are credited for purposes of determining the SERP benefit. 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 2016.2021. 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 76 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 2021 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		510,000		171,548		0		1,746,276
J. Gamble		0		0		0		0		0
R. Ploder		0		0		0		0		0
B. Koehler		0		169,201		41,175		0		597,781
S. Singh		0		147,851		45,510		0		466,489

(1)	These amounts include salary contributions made by NEOs to the Equifax 2005 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 67.
(2)	These amounts represent the Company’s contribution on behalf of the NEO under the Supplemental Contribution Program funded in February 2022 based on base salary and incentives earned in 2021. Participants in the SERP are not eligible to participate in the Supplemental Contribution Program.
(3)	Aggregate earnings in the last fiscal year are not reflectedreported 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 Equifax 2005 Executive Deferred Compensation Plan and the Director and Executive Stock Deferral Plan and/or the Supplemental Contribution Program (including the Supplemental Contribution Program contributions made in February 2022 for 2021) as of December 31, 2016.2021. The numbers also include the contributions made by each NEO to the Equifax 2005 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 the Equifax 2005 Executive Deferred Compensation Plan to add provisions to permit senior executive officers designated by the Compensation Committee to receive supplemental retirement contributions (the “Supplemental Contribution Program”). NEOs and senior executive officers who participate in the SERP are not eligible to participate in the Supplemental Contribution Program. Messrs. Begor, 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 frozen deferred compensation plans that, allowprior to their freezing, allowed for certain management employees to defer the receipt of compensation (such as salary, incentive compensation and/or stock from vested shares) until a later date based on the terms of the plans. These plans, the Director and Executive Stock Deferral Plan and the Equifax 2005 Executive Deferred Compensation Plan, were frozen, effective as of December 31, 2021, as described below. The Board adopted a new deferred compensation plan in 2021, the Equifax Inc. Employee Deferred Compensation Plan, which allows for certain management employees to defer the receipt of compensation earned for services performed in calendar years commencing on or after January 1, 2022, as described below. The benefits under our deferred compensation plans are 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 (frozen December 31, 2021)

This nonqualified plan permitswas frozen by the Board, effective as of December 31, 2021, and no deferral elections may be made under the plan in respect of compensation earned for services performed after such date. Prior to the freezing of the plan, it permitted the directors, NEOs and other eligible employeessenior leadership team members to defer receipt of compensation and taxes upon the vesting of RSUs.RSUs and performance shares. Participants maycould 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.

 

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

This nonqualified plan was frozen by the Board, effective as of December 31, 2021, and no deferral elections may be made under the plan in respect of compensation earned for services performed after such date. This plan is a tax deferred compensation program for a limited number of executives, including NEOs, and provides a tax favorabletax-favorable vehicle for deferring annual compensation, including base salary and annual incentive. Underor periodic incentives. Prior to the freezing of the plan, an executive maycould 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.

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Equifax Inc. Employee Deferred Compensation Plan (2022)

 

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

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

Potential Payments Upon Termination or Change In Control

 

The following tables summarize the value of potential payments and benefits that our NEOs would receive if they had terminated employment on December 31, 20162021 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 2016,2021, 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

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M. BEGOR

Payment or benefit		Voluntary termination by the NEO ($)		Termination by us for cause ($)			Termination by us without cause or by the NEO with good reason ($)			Termination by us without cause or by the NEO with good reason following a change in control ($)			Retirement ($)		Disability ($)			Death ($)
Severance payments		0		0	(1)		6,600,000	(2)		9,900,000	(3)		0		0			0
Pension/supplemental retirement plan(4)		0		0	��		0			0			0		1,746,276			1,746,276
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		522,000	(8)		0
Healthcare benefits		0		0			29,216	(9)		29,216	(9)		0		20,000	(10)		8,000	(11)
Perquisites and other personal benefits(12)		0		0			50,000			50,000			0		50,000			50,000
Tax gross-up		0		0			0			0			0		0			0
Market value of stock options vesting on termination		0		0			0			47,985,678	(13)		0		47,985,678	(13)		47,985,678	(13)
Market value of restricted stock units and performance shares vesting on termination		0		0			0			59,589,499	(14)		0		59,589,499	(14)		59,589,499	(14)
TOTAL		0		0			6,679,216			117,554,394			0		109,913,454			109,629,454

J. GAMBLE

 

														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)			97,920	(2)			5,547,019	(3)			0				0				0			0		0	(1)		259,615	(2)		2,760,142	(3)		0		0			0
Pension/supplemental retirement plan(4)			420,000				420,000				420,000				806,100				420,000				420,000				217,000	(5)		5,073,800		5,073,800			5,073,800			5,073,800			5,073,800		5,073,800			2,264,000	(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		618,100	(8)		0
Healthcare benefits			0				0				0				62,910	(12)			0	(18)			118,900	(13)			4,200	(14)		0		0			0			26,848	(9)		0		29,500	(10)		8,000	(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			11,744,360	(13)		0		11,744,360	(13)		11,744,360	(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			12,449,138	(14)		0		12,449,138	(14)		12,449,138	(14)
TOTAL			420,000				420,000				517,920				20,053,878				420,000				15,101,093				15,084,793			5,073,800		5,073,800			5,343,415			32,064,288			5,083,800		29,924,898			27,725,498

 

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

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R. PLODER

 

														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)			269,231	(2)			3,386,040	(3)			0				0				0			0		0	(1)		511,538	(2)		2,561,394	(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)		8,378,900		8,378,900			8,378,900			8,378,900			8,378,900			8,378,900			3,916,400	(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				0	(7)			0				0				3,500,000	(8)		0		0			0			0			0			0			3,000,000	(7)
Disability benefits			0				0				0				9,936	(9)			0				817,900	(10)			0			0		0			0			0			0			526,300	(8)		0
Healthcare benefits			0				0				0				64,188	(12)			99,400	(18)			199,700	(13)			4,200	(14)		0		0			0			33,131	(9)		34,000	(15)		29,500	(10)		8,000	(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			8,823,233	(13)		0			8,823,233	(13)		8,823,233	(13)
Market value of restricted stock vesting on termination			0				0				0				3,276,626	(17)			0				3,276,626	(17)			3,276,626	(17)
Market value of restricted stock units and performance shares vesting on termination																														0		0			0			9,472,049	(14)		0			9,472,049	(14)		9,472,049	(14)
TOTAL			3,238,900				3,238,900				3,508,131				9,985,690				3,338,300				7,533,126				8,487,426			8,378,900		8,378,900			8,900,438			29,278,707			8,422,900			27,239,982			25,229,682

 

C. RUSHINGB. KOEHLER

 

														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)		130,769	(2)		2,375,205	(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			597,781			0		597,781			597,781
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			250,000	(7)
Disability benefits			0				0				0				9,936	(9)			0				520,600	(10)			0			0		0			0			0			0		1,440,500	(8)		0
Healthcare benefits			0				0				0				62,910	(12)			83,000	(18)			194,400	(13)			4,200	(14)		0		0			0			44,436	(9)		0		29,700	(10)		2,800	(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			7,851,356	(13)		0		7,851,356	(13)		7,851,356	(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			8,344,222	(14)		0		8,344,222	(14)		8,344,222	(14)
TOTAL			4,341,478				4,341,478				4,568,902				10,987,625				4,424,478				7,968,483				5,614,483			0		0			140,769			19,222,999			0		18,273,559			17,056,159

 

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S. SINGH

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)		100,000	(2)		2,387,837	(3)		0		0			0
Pension/supplemental retirement plan(4)		0		0			0			466,489			0		466,489			466,489
Executive compensation deferral program(6)		0		0			0			0			0		0			0
Life insurance benefits		0		0			0			0			0		0			750,000	(7)
Disability benefits		0		0			0			0			0		1,576,200	(8)		0
Healthcare benefits		0		0			0			37,490	(9)		0		29,700	(10)		2,000	(11)
Perquisites and other personal benefits(12)		0		0			10,000			10,000			0		10,000			10,000
Tax gross-up		0		0			0			0			0		0			0
Market value of stock options vesting on termination		0		0			0			6,496,039	(13)		0		6,496,039	(13)		6,496,039	(13)
Market value of restricted stock units and performance shares vesting on termination		0		0			0			9,205,610	(14)		0		9,205,610	(14)		9,205,610	(14)
TOTAL		0		0			110,000			18,603,465			0		17,784,039			16,930,139

(1)

The broad-based Equifax Inc. Severance Plan as described on page 5181 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.

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(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, 2021 under the Supplemental Contribution Program as described under “Non-Qualified Deferred Compensation” on page 75. For Messrs. Gamble and Ploder, reflects pension benefits as described under the “Pension Benefits at 20162021 Fiscal Year-End” table on page 46,74, 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 47.75.
(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 Kelley2021. 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, 20162021 determined by (a) assuming full disability at December 31, 20162021 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-2021 published by the Society of Actuaries, and (c) applying a discount rate of 4.03%2.87% 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, 2016,2021, 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)

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(13)	Pursuant to the eligible executives with a gross-up payment for federal and state income taxes and federal excise taxes imposedapplicable 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 ($292.79) 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 occurred at December 31, 2016.2021, the last trading date of the year, as reported on the NYSE and the exercise price of all outstanding unvested options.
(17)(14)	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)292.79) on December 30, 2016,31, 2021, 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, 20162021 and the Company’s cumulative adjusted EPS compared to the performance goals at December 31, 2021, 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, 2021, based on the target award payout level (100%).
(18)(15)	Reflects the actuarial present value of the employer cost of providing continuation medical coverage assuming retirement at December 31, 20162021 based on the assumptions for year-end disclosure under FASB ASC Topic 715. Messrs. Gamble and Kelley were hired after the date on which the Company ceased providing a retiree medical premium subsidy.

 

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

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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.

 

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		Treatment
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 in all outstanding(except for stock options granted to Mr. Begor, which would immediately vest) and retain such optionsremain exercisable for the lesser of five years following the executive’s retirement or the remainder of the outstanding 6-year term
Premium-priced stock options granted under 2021 annual LTI program to our CEO (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 7-year term
Market-priced stock options granted under 2021 LTI to NEOs other than our CEO		Award will continue to vest and remain exercisable for the lesser of five years following the executive’s retirement or the remainder of the outstanding 10-year term;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 in any performance-based stock grant upon completion of such performance milestones;(except for RSUs granted to Mr. Begor, which would immediately vest)

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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.

 

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 62-64).

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); 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;
•	continuation 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;dependents; 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 becausefull vesting 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 powerstock;
•	the members of the current Board of Directors ceasing to constitute a majority of the Board of Directors, except for new company;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.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

 

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Underof 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 Agreements for Mr. Ploder and Ms. Rushing, benefits payablePlan shall mean a reduction of 10% or more) or the target percentage of base salary under their respectivethe 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 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.Plan.

 

The CIC Agreements added confidentiality provisions during the NEO’s employment and for two years after termination of employment. The agreement also subjectsIn order to be eligible to receive severance benefits, the NEO to certain non-compete and non-solicitation obligations during the termmust execute a release of employment withclaims against the Company and for a one-year period following termination of employment.comply with confidentiality, non-competition and non-solicitation restrictive covenants. In addition, severance benefits are subject to the Company’s clawback policy.

 

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, is involuntarily terminated by the Company without cause, or is voluntarily terminated by him or her for good reason.job elimination. 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 52.82.

 

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.

 

CEO Pay Ratio

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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 2021: (i) the annual total compensation of our median employee (excluding our CEO) was $90,330 (comprised of base salary, an annual incentive, and an award from a points-based employee recognition program); and (ii) the annual total compensation of our CEO was $16,065,575 as reported on the Summary Compensation Table on page 67. Based on this information, the ratio of the annual total compensation of our CEO to the median employee is 178 to 1.

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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 are using the same median employee that we identified on November 30, 2020 using 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. We do not believe there has been a change in employee population or employee compensation arrangements that would result in a significant change in the pay ratio disclosure.
	–	Our employee population on November 30, 2021 consisted of 12,988 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.

Equity Compensation Plan Information

 

The following table shows information, as of December 31, 2016,2021, 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)		2,753,739	(3)	$	149.67		5,443,321	(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													2,753,739		$	149.67		5,443,321

(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, 20162021 was 7.035.3 years.
(3)	This number includes 2,393,6842,753,739 shares for issuance under the 2008 Omnibus Incentive Plan, and the 2000 Stock Incentive Plan, of which 1,228,9011,704,834 shares were subject to outstanding options, 850,158501,032 shares were subject to outstanding RSU awards and 336,125547,873 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 20162021 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.

2021.

 

Submitted by the Compensation Committee:
L. Phillip Humann (Chair)	Robert D. Daleo	Robert D. Marcus	Siri S. Marshall (Chair)	Mark B. Templeton
L. Feidler	Robert W. Selander
		*  *  *		Melissa D. Smith

 

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DIRECTOR COMPENSATION

Director Compensation

 

The table below sets forth the compensation received by our non-management directors during 2016:2021:

 

DIRECTOR COMPENSATION TABLE

 

		Fees Earned or								All Other
		Paid in Cash				Stock Awards(2)(3)				Compensation(4)				Total
Name(1)		($)				($)				($)				($)
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
G. Thomas Hough			24,375				175,099				0				199,474
L. Phillip Humann			113,585				150,050				239				263,874
Robert D. Marcus			91,566				150,050				359				241,975
Siri S. Marshall			102,500				150,050				203				252,753
John A. McKinley			105,000				150,050				359				255,409
Mark B. Templeton			95,000				150,050				0				245,050

Name		Fees Earned or Paid in Cash ($)		Stock Awards(1) ($)		All Other Compensation(2) ($)		Total ($)
Mark L. Feidler		222,500		180,004		10,126		412,630
G. Thomas Hough		120,000		180,004		0		300,004
Robert D. Marcus		125,000		180,004		10,239		315,243
Siri S. Marshall(3)		39,375		0		85		39,460
Scott A. McGregor		120,000		180,004		239		300,243
John A. McKinley		135,000		180,004		239		315,243
Robert W. Selander		117,500		180,004		10,000		307,504
Melissa D. Smith		108,194		180,004		0		288,198
Audrey Boone Tillman(4)		88,306		355,068		7,895		451,269
Heather H. Wilson		120,000		180,004		10,000		310,004

(1)	Elane B. Stock was elected to the Board effective January 1, 2017 and is not included in this table.
(2)	Represents the grant date fair value for RSU awards made on May 5, 2016 (1,2506, 2021 (759 RSUs for each director then serving), computed in accordance with FASB ASC Topic 718. For Mr. Hough,Ms. Tillman, the amount representsalso reflects the grant date fair value for anthe initial new director RSU award madeshe received on October 3, 2016 (1,307February 12, 2021 (988 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)(2)	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 2021, the Company made or committed to make matching contributions on behalf of our outside directors as follows: Mr. Feidler ($10,000); Mr. Marcus ($10,000); Mr. Selander ($10,000); Ms. Tillman ($7,656); and Ms. Wilson ($10,000).
(3)	Siri Marshall retired from the Board on May 6, 2021.
(4)	Audrey Boone Tillman was elected to the Board on February 3, 2021.

 

Director Fees.Fees

Director cash compensation in 20162021 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$30,000 for the Audit Committee chair, $20,000Chair, $25,000 for the Compensation Committee chair, and $12,500 eachChair, $20,000 for the chairs ofGovernance Committee Chair and $30,000 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, $10,000 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, 2022, the annual cash retainer for the Independent Chairman increased to $150,000.

 

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.

 

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Equity Awards.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 2016,2021, directors received a fixed value in shares, computed as of the grant date ($175,000 for the initial one-time grant to new directors and $150,000$180,000 for the annual grant)grant awarded each May). 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, 2022, the initial equity grant to new directors increased to $200,000.

 

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.

Equifax 2005 Director Deferred Compensation Plan. Each non-employeePlan (frozen December 31, 2021)

The Equifax 2005 Director Deferred Compensation Plan was frozen by the Board, effective as of December 31, 2021, and no deferral elections may be made under the plan in respect of compensation earned for services performed after such date. Prior to the freezing of the plan, each director maycould elect to defer receipt of up to 100% of his or her stock-based or cash retainer fees. TheA director who elected to defer his or her fees 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. EachPlan (frozen December 31, 2021)

The Director and Executive Stock Deferral Plan was frozen by the Board, effective as of December 31, 2021, and no deferral elections may be made under the plan in respect of compensation earned for services performed after such date. Prior to the freezing of the plan, each director maycould elect to defer up to 100% of his or her annual and/or new director RSU grant, including dividend equivalent units, plus taxes otherwise due upon the vesting of RSUs. DueA director who elected to changes in federal tax laws, no deferral elections for stock options are currently permitted under the plan. Thedefer his or her annual and/or new director RSU grant 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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Equifax Inc. Board of Directors Deferred Compensation Plan (2022)

The Equifax Inc. Board of Directors Deferred Compensation Plan was adopted by the Board, effective as of November 4, 2021. This nonqualified plan allows for non-employee members of the Board to defer the receipt of compensation earned for services performed in calendar years commencing on or after January 1, 2022. The plan is a tax deferred compensation program and provides a tax favorable vehicle for deferring stock-based and cash retainer fees. Under the plan, a director may defer up to 100% of his or her stock-based and/or cash retainer fees. Any compensation that is deferred by no later thana director is credited in shares of deferred stock, which are notional shares equal in value to one share of our common stock. If any cash dividends or other distributions are paid with respect to our common stock between the fifth anniversarydate the deferred stock is credited to the director’s account under the plan and the date the deferred stock is delivered to the director, dividend equivalent units will be credited in respect of the date on which the director was first electeddirector’s deferred stock and will be deemed reinvested in additional deferred stock. Deferred stock credited to the Board.plan is paid in shares of our common stock.

 

Indemnification. Under our ArticlesAmounts deferred under the Equifax Inc. Board of Incorporation and Bylaws,Directors Deferred Compensation Plan are paid, at the directors and officers are entitleddirector’s option, either in a lump sum or in annual installments over a period of up to indemnification from the Company to the fullest extent permitted by Georgia law. We have entered into indemnification agreements with each10 years for distributions upon a termination of our directors and executive officers. Those agreements do not increase the extent or scopeservices as a member of the indemnification provided, but do establish processes and proceduresBoard, or up to five years for indemnification claims.a scheduled withdrawal. Participants in the Equifax Inc. Board of Directors Deferred Compensation Plan will be charged a proportionate share of the administrative fees incurred in connection with its administration.

 

Other. Non-employee directors are reimbursed for customary

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Security Ownership of Management 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.

Certain Beneficial Owners

 

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 OWNERS

Securities Owned by Certain Beneficial Owners

 

The table below contains information as of March 1, 2017,4, 2022, 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)		12,880,896		10.5%
Massachusetts Financial Services Company(3)		10,718,524		8.7%
BlackRock, Inc.(4)		9,468,423		7.7%

(1)	Based upon 120,731,563122,909,184 shares of common stock outstanding as of March 1, 2017.4, 2022. 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, 2022 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 20,762197,694 shares of common stock, sole dispositive power with respect to 10,857,98212,384,728 shares of common stock and shared dispositive power with respect to 201,828496,168 shares of common stock.
(3)	Based on a Schedule 13G/A filed on February 2, 2022 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 10,306,936 shares of common stock, shared voting power with respect to 0 shares of common stock, sole dispositive power with respect to 10,718,524 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 January 24, 2017February 1, 2022 by BlackRock, Inc. (“BlackRock”), which listed its address as 55 East 52ndStreet, New York, New York 10055, BlackRock possesses sole voting power with respect to 8,280,8728061546 shares of common stock, shared voting power with respect to 3,3180 shares of common stock, sole dispositive power with respect to 9,734,9529,468,423 shares of common stock and shared dispositive power with respect to 3,3180 shares of common stock.
(4)	Based on a Schedule 13G/A filed on February 7, 2017 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 2,213,605 shares of common stock and sole dispositive power with respect to 7,426,731 shares of common stock.
(5)	Based on a Schedule 13G filed on February 14, 2017 by FMR LLC (“FMR”), which listed its address as 245 Summer Street, Boston, Massachusetts 02210, FMR possesses sole voting power with respect to 512,288 shares of common stock and sole dispositive power with respect to 6,139,850 shares of common stock.

 

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Securities Owned by Directors and Management

 

The table below contains information as of March 1, 20174, 2022 (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		157,145	(5)	451,195		0		*
Mark L. Feidler		21,358	(6)	0		5,921		*
John W. Gamble, Jr.		52,538		113,922		0		*
Bryson R. Koehler		16,454		58,160		0		*
G. Thomas Hough		5,359		0		5,296		*
Robert D. Marcus		12,708		0		0		*
Scott A. McGregor		5,685		0		0		*
John A. McKinley		12,221		0		23,411		*
Rodolfo O. Ploder		73,380		56,748		0		*
Robert W. Selander		5,667		0		0		*
Sid Singh		14,490		22,217		0		*
Melissa D. Smith		0		0		0		*
Audrey Boone Tillman		0		0		0		*
Heather H. Wilson		4,175		0		0		*
All directors, nominees and executive officers as a group (20 persons including those named above)(7)		1,030,155		861,038		34,628		1.57%

*	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 (33,355); Mr. Feidler 1,250;(762); Mr. Gamble 91,179;(8,486); Mr. Koehler (6,408); Mr. Hough 1,307; Mr. Humann 1,250; Mr. Kelley 8,956;(762); Mr. Marcus 1,250; Ms. Marshall 1,250;(762); Mr. McGregor (762); Mr. McKinley 1,250;(762); Mr. Ploder 7,104;(7,216); Mr. Selander (762); Mr. Singh (6,710); Ms. Rushing 6,187;Smith (1,926); Ms. Stock 1,474; Mr. Smith 62,635Tillman (1,757); and Mr. Templeton 1,250.Ms. Wilson (762). 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, 20174, 2022 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 120,731,563122,909,184 shares of common stock outstanding as of March 1, 2017.4, 2022. 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 131,865 shares held in grantor retained annuity trusts for which Mr. Begor is the sole trustee.
(6)	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)4, 2022) 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.

 

www.equifax.com

EQUIFAX INC  |2022 PROXY STATEMENT

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SECTIONDelinquent Section 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Reports

 

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 2016,2021, except thatfor one Form 4 reporting a transaction for Mr. KelleyJulia Houston that was filed late due to an administrative error.

 

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PROPOSAL 3

Advisory Vote on Frequency of Future Say-on-Pay Votes

Audit Committee Report

 

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 CompensationThe Audit 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 frequencyconsists of the shareholders with which Equifax Inc. is to hold a shareholder vote to approve, on an advisory basis, the compensation of itsfour directors named executive officers, as disclosedbelow. The Audit Committee operates pursuant to a written charter adopted by the SecuritiesBoard of Directors, which is reviewed annually by the Audit Committee. The Board has determined that each member of the Audit Committee is independent and Exchange Commission’s compensation disclosurequalified to serve in accordance with the NYSE listing standards, applicable SEC rules (which disclosure shall include the Compensation Discussion and Analysis, the Summary Compensation Table, and the other related tables and disclosure).”Audit Committee charter.

 

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 onAudit Committee assists the Board orin its oversight of: (i) the Company in any way,integrity of the Board may decide that it is inCompany’s financial statements and other financial information provided to its shareholders; (ii) the best interestsCompany’s compliance with legal and regulatory requirements; (iii) the qualifications, independence and performance of our shareholdersthe Company’s independent auditor; (iv) the performance of the Company’s internal audit function; (v) and the Companyintegrity of the Company’s internal control over financial reporting and its financial reporting processes. The Audit Committee also oversees risk management with respect to hold an advisory vote on executive compensation more or less frequently thancybersecurity in coordination with 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 REPORTTechnology Committee.

 

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 maintaining 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 ourits oversight responsibilities, we havethe Audit Committee has reviewed and discussed with management and Ernst & Young the audited financial statements for the fiscal year ended December 31, 2016. We2021. The Audit Committee has 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, 2016,2021, Ernst & Young’s evaluation of the Company’s internal control over financial reporting as of that date, and audit plans and results. We haveThe Audit Committee has 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 haveThe Audit Committee has received from Ernst & Young the written disclosures required by applicable requirements of the PCAOB Rule 3526,Communicationsregarding Ernst & Young’s communications with the Audit Committees Concerning Independence,Committee concerning independence, and havehas discussed with Ernst & Young its independence. We haveThe Audit Committee has also considered whether the provision of specific non-audit services by Ernst & Young is compatible with maintaining its independence and believedetermined that the services provided by Ernst & Young for fiscal year 20162021 were compatible with, and did not impair, its independence.

 

In reliance on the reviews and discussions referred to above, we havethe Audit Committee has 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, 2016.2021.

Submitted on February 22, 2022 by the Audit Committee:

 

Submitted on February 21, 2017 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 4

Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for 2017

Proposal 3 Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for 2022

 

The Audit Committee has selected Ernst & Young LLP (“Ernst & Young”) as the Company’s independent registered public accounting firm for fiscal year 2017,2022, 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 meeting2022 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, 20162021 and 2015:2020:

 

AUDIT AND NON-AUDIT FEES

 

Fee Category		2016				2015					2021				2020
Audit Fees(1)		$	5,759,012			$	3,695,371			$	6,537,067			$	6,206,503
Audit-Related Fees(2)			184,366				238,079				21,787				19,029
Tax Fees(3)			1,869,378				2,462,360				547,221				1,085,873
All Other Fees(4)			1,995				1,995				6,710				7,170
TOTAL		$	7,814,751			$	6,397,805			$	7,112,785			$	7,318,575

 

(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 2020 and information technology security reviews.2021.
(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.

 

www.equifax.com

EQUIFAX INC  |2022 PROXY STATEMENT

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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, 2021 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 ReportReport”” on page 59.90.

 

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 2015,2021, 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.

 

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Questions and Answers about the Annual Meeting

How do I attend the 2022 Annual Meeting?

Only Equifax shareholders as of the March 4, 2022 record date are entitled to attend the 2022 Annual Meeting. Our 2022 Annual Meeting will be held using a “hybrid” in-person and virtual format. Shareholders of record can attend the meeting in person or virtually using the meeting webcast, as described below:

•	PROPOSAL 5Attend in person. To attend the meeting in person, you must be a shareholder as of the record date. In addition, you will be required to present proof of stock ownership and a valid government-issued photo ID. 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 as of the record date, such as the voting instruction card that is sent to you or a current bank or brokerage account statement. Attendees who are have not been vaccinated against COVID-19 will be required to wear a mask. Please note that cameras, sound or video recording equipment, or other similar equipment, electronic devices, large bags, briefcases or packages will not be allowed in the meeting room.
•		Shareholder Proposal Regarding Political Contributions DisclosureAttend virtually via meeting webcast. Shareholders as of the record date can attend the meeting virtually by accessing www.virtualshareholdermeeting.com/EFX2022 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.

 

The New York State Common Retirement Fund, 59 Maiden Lane — 30^thFloor, New York, NY 10038, owner of at least $2,000 worth of sharesmeeting web page will be active beginning approximately 15 minutes before the meeting start time, to allow time for you to log-in and test your device. We encourage you to access the website in advance of the Company’s common stock, has notifieddesignated start time.

How do I ask questions at the Company2022 Annual Meeting?

Shareholders as of the March 4, 2022 record date will be able to submit questions during the meeting by (i) attending in person or (ii) by accessing the meeting at www.virtualshareholdermeeting.com/EFX2022 using their 16-digit control number, typing the question into the “Ask a Question” 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 it intendsare substantially similar may be grouped and answered together to present a proposal for considerationavoid repetition.

Who may vote at the 2022 Annual Meeting?

Shareholders as of the close of business on March 4, 2022 may vote at the 2022 Annual Meeting. As requiredof such date, there were 122,909,184 shares of Company common stock outstanding, each entitled to one vote.

How do I vote shares at the 2022 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 at the 2022 Annual Meeting by: (i) attending in person; or (ii) by accessing the Exchange Act,meeting at www.virtualshareholdermeeting.com/EFX2022, entering their 16-digit control number and clicking “Vote Here” on the textmeeting website.

Whether or not shareholders plan to attend the meeting, they are encouraged to vote their shares prior to the meeting by one of the shareholder proposal and supporting statement appear as submittedmethods described in the proxy materials. Shareholders may continue to use the Company byproxy materials to vote their shares in connection with the proponent. The Board and the Company accept no responsibility for the contents of the proposal or the supporting statement.meeting.

 

Resolved, that the shareholders ofEquifax Inc. (“Equifax” or “Company”) hereby request that the Company provide a report, updated semiannually, disclosing the Company’s:Shareholders who have already voted do not need to vote again unless they wish to change their prior vote.

 

www.equifax.com

1.EQUIFAX INC  |2022 PROXY STATEMENT

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.93

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.

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–

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 timeHow can I review the list of shareholders entitled to time, 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 does 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.vote?

 

Required Vote; Recommendation Only

The affirmative voteFor those attending in person, a printed copy of the holdersshareholders of a majority of sharesrecord will be available for examination by shareholders at the physical meeting location in St. Louis, Missouri. For those attending virtually, an electronic list of the Company’s common stock present in person or represented by proxy at the Annual Meeting and entitled to vote 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. Approvalshareholders 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.

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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 as of the record date such aswill be available for examination by shareholders at www.virtualshareholdermeeting.com/EFX2022 during the Notice of Internet Availability of Proxy Materials ormeeting. Shareholders attending virtually will need to enter their 16-digit control number to access 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.shareholder list.

 

Who is entitled to vote atCan I attend the Annual Meeting?meeting if I am not a shareholder?

 

CompanyOnly Equifax shareholders as of the record at the close of business on March 1, 2017date are entitled to notice of, andattend the 2022 Annual Meeting. Non-shareholders may access the live meeting webcast, but will not be eligible to vote at,or submit questions. 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/EFX2022 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.

A replay of the virtual annual meeting webcast will be available on our investor relations website through June 30, 2022.

What if during the meeting I have technical difficulties or trouble accessing the virtual meeting website?

On the morning of the Annual Meeting, we will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. AsIf you encounter any difficulties accessing the virtual meeting please call the toll-free number that will be available on the morning of such date, there were 120,731,563 shares of Company common stock outstanding, each entitled to one vote.the meeting.

 

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.materials.

 

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 65.96.

 

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

 

Agenda Item				Board Voting	Page Reference
Agenda Item Recommendation		Recommendation	Page Reference (for more detail)
Proposal 1		Election of 1110 Director Nominees		FOR EACH NOMINEE	12	24
Proposal 2		Advisory Vote to Approve Named Executive Officer Compensation		FOR	23	41
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 20172022		FOR	60
Proposal 5	Shareholder Proposal Regarding Political Contributions Disclosure	AGAINST	6191

 

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Can other matters be decided at the 2022 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 2022 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.

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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 atby attending 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 30302,2022 Annual Meeting in person or telephone (404) 885-8000.virtually, as described on page 93.

 

In addition, shareholders of record may cast their vote by proxy and participants in the Company’s benefit plans described on page 6596 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 Internetinternet 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 ifas described on page 93. 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 2022 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 4, 2022;
•	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 2022 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.above.

 

Your personal attendance at the 2022 Annual Meeting does not revoke your proxy. Unless you vote atduring the Annual Meeting,meeting, your last valid proxy prior to or at the 2022 Annual Meeting will be used to cast your vote.

 

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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 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.

•	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 2022 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 2022 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) Plan and the Equifax Canada Retirement Savings Program for Salaried Employees (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, 2017.3, 2022. 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 2022 Annual Meeting?

 

In order for us to lawfully conduct business at our 2022 Annual Meeting, a majority of the shares outstanding and entitled to vote as of March 1, 20174, 2022 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 2022 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,internet, telephone or mail, or vote in person atduring the 2022 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.”

 

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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.

 

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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.

 

For each of Proposal 2,Advisory Vote to Approve Named Executive Officer Compensation, and Proposal 4,3, Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for 2017, and Proposal 5,Shareholder Proposal Regarding Political Contributions Disclosure,2022, 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 2022 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 2022 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 2022 Annual Meeting.

 

Where can I find the voting results of the 2022 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 2022 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.

 

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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.

 

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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.

 

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 2022 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 Internetinternet 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 Internetinternet 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 Internetinternet 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 2023 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 24, 2022 and no earlier than October 25, 2022, 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

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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.

Shareholders may also submit proposals and director nomination, includingnominations through our proxy access procedures that a shareholder wishes to propose for consideration at the 20182023 Annual Meeting, including any proposal that a shareholder wishes to submitproposals submitted for inclusion in the Company’s proxy materials for the 20182023 Annual Meeting,Meeting. Notice of such proposals or director nominations must be delivered to us no later than November 24, 20172022 (and, in the case of a director nomination pursuant to proxy access, no earlier than October 25, 2017)2022). 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 20172023 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 20182023 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 20182023 Annual Meeting to present the proposal.

 

EQUIFAX INC. - 2017 Proxy Statement67In addition to satisfying the foregoing advance notice requirements under our Bylaws, to comply with the universal proxy rules under the Securities Exchange Act of 1934, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 no later than March 6, 2023.

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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-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.

 

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ANNEX A: Reconciliation of Non-GAAP Financial Measures

We refer in this Proxy Statement to adjusted EPS, which is a non-GAAP financial measure.

Adjusted 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, 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, acquisition-related costs other than acquisition amortization, legal settlement unrelated to the 2017 cybersecurity incident, 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, valuation allowance for certain deferred tax assets, tax benefit on legal settlement related to the 2017 cybersecurity incident 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.

Adjusted 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:

Reconciliation 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, 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, acquisition-related costs other than acquisition amortization, legal settlement unrelated to the 2017 cybersecurity incident, 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, valuation allowance for certain deferred tax assets, tax benefit on legal settlement related to the 2017 cybersecurity incident and income tax adjustments:

		Twelve Months Ended December 31,
(In millions, except per share amounts)		2021				2020
Net income attributable to Equifax		$	744.2			$	520.1
Acquisition-related amortization expense of certain acquired intangibles(1)			176.4				141.8
2017 cybersecurity incident related costs(2)			(0.1	)			365.0
Fair market value adjustment of equity investments(3)			64.0				(149.5	)
Pension mark-to-market fair value adjustment(4)			20.2				32.2
Income tax effects of Q1 2020 gain on fair market value adjustment of equity investment(5)			—				(5.4	)
Foreign currency impact of certain intercompany loans(6)			(4.3	)			6.2
Acquisition-related costs other than acquisition amortization(7)			19.1				—
Legal settlement(8)			(6.5	)			—
Realignment of internal resources and other costs(9)			8.6				31.9
Income tax effects of stock awards that are recognized upon vesting or settlement(10)			(14.2	)			(6.1	)
Argentina highly inflationary foreign currency adjustment(11)			(0.8	)			0.5
Valuation allowance for certain deferred tax assets(12)			—				7.0
Tax benefit on legal settlement related to the 2017 cybersecurity incident(13)			—				(4.8	)
Tax impact of adjustments(14)			(61.9	)			(82.8	)
Net income attributable to Equifax, adjusted for items listed above		$	944.7			$	856.1
Diluted EPS attributable to Equifax, adjusted for items listed above		$	7.64			$	6.97
Weighted-average shares used in computing diluted EPS			123.6				122.8

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(1)	For the year ended December 31, 2021, we recorded acquisition-related amortization expense of certain acquired intangibles of $176.4 million ($147.6 million net of tax). The $28.8 million of tax is comprised of $45.2 million of tax expense net of $16.4 million of a cash income tax benefit. 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. See the Notes to this reconciliation for additional detail.
(2)	For the year ended December 31, 2021 we recorded a net benefit for legal fees net of recoveries related to the 2017 cybersecurity incident of $0.1 million ($0.1 million, net of tax). For the year ended December 31, 2020, we recorded pre-tax expenses related to the 2017 cyber security 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. $358.5 million of these expenses related to incremental costs to transform our information technology infrastructure and data security and the remaining $6.5 million related to 2017 cybersecurity incident legal fees. See the Notes to this reconciliation for additional detail.
(3)	For the year ended December 31, 2021, we recorded a $64.0 million ($41.1 million, net of tax) loss on the fair market value adjustment of an equity investment. 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 the Other Income (Expense), net line item within the Consolidated Statements of Income. See the Notes to this reconciliation for additional detail.
(4)	During the fourth quarter of 2021, we recorded a $20.2 million loss ($14.8 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 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. See the Notes to this reconciliation for additional detail.
(5)	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.
(6)	For the year ended December 31, 2021, we recorded foreign currency gain of $4.3 million related to certain intercompany loans. For the year ended December 31, 2020, we recorded a foreign currency loss related to certain intercompany loans of $6.2 million. The impact was recorded to the Other Income (Expense), net line item within the Consolidated Statements of Income. See the Notes to this reconciliation for additional detail.
(7)	For the year ended December 31, 2021, we recorded $19.1 million ($14.6 million, net of tax) for acquisition costs other than acquisition-related amortization. These costs primarily related to transaction costs resulting from acquisitions and were recorded in operating income. See the Notes to this reconciliation for additional detail.
(8)	During the fourth quarter of 2021, we recorded a $6.5 million ($4.9 million, net of tax) true-up related to a legal settlement that was initially settled in the third quarter of 2018, which was not related to the 2017 cyber security incident. See the Notes to this reconciliation for additional detail.
(9)	During the fourth quarter of 2021 and the fourth quarter of 2020, we recorded $8.6 million ($6.5 million, net of tax) and $31.9 million ($24.3 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.
(10)	For the year ended December 31, 2021, we recorded a tax benefit of $14.2 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, 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. See the Notes to this reconciliation for additional detail.
(11)	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. For the year ended December 31, 2021, we recorded a $0.8 million foreign currency gain, 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, 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. See the Notes to this reconciliation for additional detail.
(12)	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.
(13)	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.
(14)	For the year ended December 31, 2021, we recorded the tax impact of adjustments of $61.9 million comprised of (i) acquisition-related amortization expense of certain acquired intangibles of $28.8 million ($45.2 million of tax expense net of $16.4 million of a cash income tax benefit), (ii) a tax adjustment of $0.2 million related to net benefit for legal fees net of recoveries related to the 2017 cybersecurity incident, (iii) a tax adjustment of $22.9 million related to the loss on fair market value adjustment of equity investments, (iv) a tax adjustment of $5.4 million related to the fourth quarter mark-to-market fair value adjustment of our pension and postretirement benefit plans, (v) a tax adjustment of $4.5 million related to acquisition costs other than acquisition-related amortization, (vi) a tax adjustment of $1.6 million related to a legal settlement true-up not related to the 2017 cyber security incident and (vii) a tax adjustment of $2.1 million related to the realignment of internal resources. 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 cybersecurity incident related legal matters, (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.

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EQUIFAX INC.Notes to Reconciliations of Non-GAAP Financial Measures to the Comparable GAAP Financial Measures

 

1550 Peachtree Street, N.W.
Atlanta, Georgia 30309Acquisition-related amortization expense, net of tax – For the years ended December 31, 2021 and 2020, we recorded acquisition-related amortization expense of certain acquired intangibles of $176.4 million ($147.6 million net of tax) and $141.8 million ($120.6 million net of tax), respectively.

 

404-885-8000We 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.

 

equifax.comCosts related to the 2017 cybersecurity incident – Costs related to the 2017 cybersecurity incident include legal fees to respond to subsequent litigation and government investigations. Through the year ended December 31, 2020, these costs also included incremental costs to transform our information technology, data security and infrastructure. For the year ended December 31, 2021, we recorded a pre-tax net benefit of $0.1 million ($0.1 million, net of tax). For year ended December 31, 2020, we recorded pre-tax expenses of $365.0 million ($270.5 million, net of tax). 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.

 

Fair market value adjustment of equity investments – For the year ended December 31, 2021 we recorded a $64.0 million ($41.1 million, net of tax) loss related to adjusting our investment in Brazil to fair value. For the year ended December 31, 2020, we recorded a $116.6 million ($74.8 million, net of tax) gain related to adjusting our investment in Brazil to fair value. 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 (Expense), net.

 

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. Management believes excluding these charges from certain financial results provides meaningful supplemental information regarding our financial results for the years ended December 31, 2021 and 2020, since the non-operating gains or 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 – We utilize a mark-to-market 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 our accounting methodology for recognizing actuarial gains and losses and expected return on plan assets for our defined benefit pension and other postretirement benefit plans, 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, with pension and postretirement plans to be remeasured annually in the fourth quarter, or on an interim basis as triggering events require remeasurement. For the year ended December 31, 2021, we recorded a $20.2 million ($14.8 million, net of tax) loss related to the mark-to-market fair value adjustment of our pension and postretirement benefit plans. For the year ended December 31, 2020, we recorded a $32.2 million ($24.3 million, net of tax) loss related to the 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.

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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 years ended December 31, 2021 and 2020, we recorded a $4.3 million foreign currency gain and $6.2 million foreign currency loss, respectively, related to certain intercompany loans. The impact was recorded to the Other Income (Expense), 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.

 

Acquisition-related costs other than acquisition amortization – For the year ended December 31, 2021, we recorded $19.1 million ($14.6 million, net of tax) for acquisition costs other than acquisition-related amortization. These costs primarily related to transaction and integration costs resulting from recent acquisitions and were 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 an 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.

 

Copyright ©Legal Settlement – During the third quarter of 2018, we recorded an $18.5 million ($14.1 million, net of tax) charge for legal fees and a legal settlement that was not related to the 2017 Equifax Inc.cybersecurity incident. As of December 31, 2021, the claims period related to the settlement is over and we have recorded a true-up of $6.5 million ($4.9 million, net of tax) for the final settlement amount. Management believes excluding this charge from certain financial results provides meaningful supplemental information regarding our financial results for the year ended December 31, 2021, since a charge of such an 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.

Charge related to the realignment of internal resources and other costs – During the fourth quarter of 2021 and the fourth quarter of 2020, we recorded a restructuring charge of $8.6 million ($6.5 million, net of tax) and $31.9 million ($24.3 million, net of tax), Atlanta, Georgia.respectively, related to 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, 2021 and 2020, 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, 2021, we recorded a tax benefit of $14.2 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, 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. Management believes excluding this tax effect from financial results provides meaningful supplemental information regarding our financial results for the twelve months ended December 31, 2021, as compared to the corresponding period in 2020, 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.

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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. For the year ended December 31, 2021, we recorded a foreign currency gain of $0.8 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, 2020, we recorded a foreign currency loss of $0.5 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.

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 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.

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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 future operating performance and EFXevents or developments that we expect or anticipate will occur in the future, including statements relating to future operating results, our long-term financial framework, improvements in our information technology and data security infrastructure, including as a part of our cloud data and technology transformation, our strategy, the expected financial and operational benefits, synergies and growth from our acquisitions, our ability to mitigate or manage disruptions posed by COVID-19, the extent of the impact of COVID-19, changes in U.S. and worldwide economic conditions, such as rising interest rates and inflation, that materially impact consumer spending, consumer debt and employment and 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, 2021. 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, 2021, 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.

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