By order of the Board of Directors,

Lisa M. Stockard

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 3, 2018.6, 2021. The Notice, Proxy Statement and Annual Report to are available atwww.proxyvote.com.www.proxyvote.com.

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

Via the internet	By telephone	By mail	Webcast
Visit the website listed on	Call the telephone number	Sign, date and return your proxy	Attend the virtual meeting
your proxy card	on your proxy card	card in the enclosed envelope	and cast your vote

Proxy Summary

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

Equifax 2021 Annual Meeting Information

Time	Date	Virtual Meeting Site
9:30 a.m., Eastern Time	May 6, 2021	www.virtualshareholdermeeting.com/EFX2021

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

Voting and Admission Information

Voting. Holders of our common stock as of the record date, March 5, 2021, are entitled to notice of and to vote at our 2021 Annual Meeting. Each share of common stock outstanding on the record date is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on at our 2021 Annual Meeting. Even if you plan to attend our virtual 2021 Annual Meeting via live webcast, please cast your vote as soon as possible.

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

Table of Contents

EQUIFAX INC.Admission.  - 2018Equifax shareholders as of the record date are entitled to attend the 2021 Annual Meeting. To attend the virtual Annual Meeting at www.virtualshareholdermeeting.com/EFX2021, shareholders must enter the 16-digit control number found on their proxy card, voting instruction form or the notice. Please review the admission procedures in this Proxy Statement under “Questions and Answers about the Annual Meeting.”7

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

Our Company

Overview

Equifax Inc. is a global data, analytics and technology company. We provide information solutions for businesses, governments and consumers, and we provide human resources business process outsourcing services for employers. Headquartered in Atlanta and supported by more than 11,000 employees worldwide, Equifax operates or has investments in 24 countries in North America, Central and South America, Europe and the Asia Pacific region.

2020 Performance Highlights

Strategy

The foundation of our exceptional 2020 performance began in 2018 when we launched EFX2020, a three-year cloud technology, data and security transformation strategy to rebuild our organization from the ground up. In 2020, the last in our three-year plan, we completed the execution of each of our strategic imperatives. This cloud data and technology transformation has repositioned Equifax as a global data, analytics and technology leader with industry-leading security.

With strong momentum over the past three years of building our Equifax Cloud capabilities, we are pivoting to our next chapter with the launch of EFX2023, our new 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.

With our new Equifax Cloud foundation in place, we are Leveraging the Equifax Cloud for Growth through these priorities:

•www.equifax.com The feedback from our investors and other stakeholders has been reviewed and considered by our Governance and Compensation Committees, as well as the full Board Board Refreshment • In addition to our two new independent directors, our Board remains focused on identifying director candidates with expertise and skill sets in executive management, cybersecurity, technology and regulatory compliance, while also enhancing the diversity of the Board • In this regard, in 2018, the Governance Committee will continue to seek out highly-qualified and diverse director candidates as part of the Board succession plan to ensure the Board is adequately comprised to meet the needs of the Company and fulfill the Board’s oversight responsibilities		EQUIFAX INC  |  Appointed new CEO effective April 2018 55% CONDUCTED INVESTOR OUTREACH MEETINGS WITH SHAREHOLDERS REPRESENTING APPROXIMATELY 55% OF OUR SHARES 22021 new Independent Directors since October 2017
EQUIFAX INC. - 2018 Proxy Statement9			10

How Our Company is RespondingBoard Leadership and Composition

Board Leadership Structure

 

•	Our independent Board structure includes separate positions for our Chairman and CEO
•	Mark Feidler serves as Independent Chairman of the Board and Mark Begor serves as our CEO

Board Composition and Refreshment

Shareholder Engagement

47% conducted investor outreach meetings with shareholders representing 47% of our shares		ENHANCING DATA SECURITY—OUR HIGHEST PRIORITY •   Following our 2020 Annual Meeting, members of management, together with our Independent Chairman for certain conversations, conducted investor outreach meetings with shareholders representing approximately 47% of our shares •    Data is at the coreDuring these one-on-one meetings, we discussed a number of our business and our highest priority is protectinggovernance-related topics, including human capital management, board refreshment and safeguarding the information with which we have been entrusted • We are committed to being an industry leader in information technology and information security management, and we are undertaking significant steps to enhance our data security infrastructure and help ensure the protection of consumer information • We appointed Jamil Farshchi as our new Chief Information Security Officer. Mr. Farshchi has broad experience with cybersecurity incident remediation, having previously served as CISO at The Home Depot • We have outlined five key areas of focus and we are making substantial progress in each of them: –  Increasing endpoint visibility and preventing intrusions –  Establishing strict access rules and controls to protect sensitive data and applications –  Implementing additional monitoring and protection capabilities –  Improving operational compliance and reducing IT systems risk –  Enhancing data governance, structure and decision-making mechanisms
		TRANSFORMATION FROM WITHIN • In October 2017, we appointed a Chief Transformation Officer, reporting to the CEO, who is overseeingskill sets, our response to the cybersecurity incidentCOVID-19 pandemic, executive compensation, and driving global efforts aimed at rebuilding trust withenvironmental, social and governance initiatives (see page 22 for an overview of our stakeholders while helping to ensure long-term business success shareholder engagement program) •    Under the oversightIn particular, investors provided constructive feedback regarding our 2020 executive compensation program (see page 39 for a discussion of our Transformation Office, we continue to make progress onshareholder engagement in the context of our four transformational pillars –  Protecting and empowering consumers –  Rebuilding confidence with customers and partners –  Leading industry collaboration related to data security and consumer identity protection –  Transforming IT and security risk
		PROVIDING NEW SERVICES TO CONSUMERS • Following announcement of the cybersecurity incident, we made TrustedID®Premier, our identity theft protection and credit file monitoring service, available for free to all U.S. consumers for 12 months for those who signed up by January 31, 2018, regardless of whether they were affected by the incident • We are offering free credit freezes for Equifax credit files through June 30, 2018 • We have launched our Lock & Alert™ service that allows U.S. consumers to quickly lock and unlock their Equifax credit file, online or through an app—for free, for life
		ENGAGEMENT WITH STAKEHOLDERS • In addition to shareholders, we have engaged extensively with many other stakeholders, including consumer groups, customers and partners, regulators and legislators • We are committed to transparent and frequent communication with all of these stakeholders • Our management team and our Board have reviewed and considered feedback from these stakeholders and that feedback has informed many of the responsive actions described in this Proxy Statement
		FOCUS ON OUR LONG-TERM BUSINESS STRATEGY • We remain focused on our long-term business strategy to enhance shareholder value and deliver sustainable growth • We remain dedicated to the five strategic imperatives that have underpinned our success over the past decade and believe the changes we are making will help build a better Equifax for the future compensation program)

 

EQUIFAX INC. - 2018 Proxy Statement11

CORPORATE GOVERNANCE HIGHLIGHTS

Independent Board		•   9 of our 10 director nominees are independent
Board Refreshment		•The Governance Committee has implemented a succession plan to identify highly-qualifiedhighly- qualified and diverse director candidates taking into account scheduled retirements
		•Pursuant to this succession plan,   Since 2017, the Board has appointed twofive new independent directors—Scott McGregordirectors with expertise and Robert Selander—reflecting our commitment to further strengthening the Board’sskill sets in executive leadership, corporate strategy, cybersecurity, technology, data and analytics, risk management cybersecurity and information technology expertisecorporate governance, while also enhancing the gender and racial diversity of the Board •The Board periodically engages an independent consultant to facilitate its annual Board and committee self-evaluation process. In late 2017, the Board again engaged an independent consultant in connection with its annual review process to assist with the evaluation of Board and committee practices, structures, competencies, communications and effectiveness •The Governance Committee will continue its ongoing succession planning in 20182021 to identify additional highly-qualified and diverse director candidates •Upon election of the Board’s nominees at the 2021 Annual Meeting, the average independent director tenure will be 5.65.1 years
Separate ChairBoard Diversity		•   30% of our director nominees are women and CEO10% of our director nominees are racially or ethnically diverse
Independent Board ChairmanRoles, with IndependentChairman		•In September 2017,   We have separated the roles of CEO and Chairman, with Mark Feidler was appointed to serveserving as Non-ExecutiveIndependent Chairman of the Board. Mr. Feidler will continue to serve as Non-Executive Chairman following the appointment of Mark Begor as our new CEO •  Our independent Chairman has broad powers including: –  Calling meetings of the Board and setting meeting agendas in coordination with the CEO –  Advising the CEO of decisions reached, and suggestions made, at executive sessions of the Board –  Facilitating communication among the outside directors, the CEO and other members of management –  Meeting directly with management and other employees of the Company –  Being available for consultation and direct communication with shareholders
Annual Board LeadershipEvaluation and SuccessionPlanningSuccession Planning			•   The Board annually reviews the leadership structure to determine whether a combined Chairman and CEO role or separate roles areis in the best interests of shareholders
		•   The Board annually evaluates the CEO’s performance and conducts a rigorous review and assessment of the succession planning process for the CEO and other top officers
Annual Director Election		•   Each director is elected on an annual basis
Limits on Outside BoardService		•   OutsideLowered outside board limit in 2021, so outside directors are limited to service on fourthree other public company boards andboards; our CEO is limited to two other public company boards
Director and Executive StockStock Ownership		•   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 requirements •   Our new CEO and our other senior executive officers are required to own Equifax common stock with a market value of at least six and three times their base salary, respectively, within five years of assuming their respective positions
Stock HedgingRigorous Trading Policy andPledging PoliciesProtocols		•   We have implemented risk escalation processes to support rapid escalation and internal notification of potentially significant events, such as a potential security incident, including the impact of such events on our decision of whether to halt trading under our insider trading policy –  We also broadened the group of employees subject to pre-clearance to include employees below the senior leadership team level –  These refinements made to our trading policy and risk escalation notification procedures are designed to ensure that those with decision-making authority on trading restrictions and pre-clearance requests have notice of any potential security incident •   Our insider trading policy prohibits our directors, officers and employees from owning financial instruments or participating in investment strategies that hedge the economic risk of owning Equifax stock •   We prohibit executivedirectors, officers and directorsother employees from pledging Equifax securities as collateral for loans (including margin loans) •   Our insider trading policy prohibits our CEO and other senior executives from purchasing or selling Equifax securities except pursuant to a Rule 10b5-1 trading plan
Proxy Access Bylaws		•   In 2017, our Board adoptedOur Bylaws include a proxy access bylaw provision that allows shareholders meeting certain requirements to nominate directors and have such nominees included in the proxy statement
No “Poison Pill”		•   We do not have a stockholder rights plan, or “poison pill,” plan in place
Board Oversight of Political EngagementOversightContributions and LobbyingActivities		•Our Governance Committee has oversight authority regarding Company political activity (including corporate political expenditures) pursuant to our political engagement policy •   We disclose aggregate annual political contributions made directly by the Company with corporate funds on our website •   Our political engagement policy specifically addresses lobbying activities and our Governance Committee’s oversight of such activities

Compensation Program Highlights

Executive Compensation Philosophy

2020 Compensation Decisions

For the 2020 fiscal year, the Committee thoughtfully evaluated the compensation program structure in light of the challenges raised by the COVID-19 pandemic, the ongoing evolution of our transformational business strategy and shareholder feedback, when making decisions regarding the program. After evaluation, the Compensation Committee took certain actions with respect to our short- and long-term incentive programs for 2020, as summarized below and described in further detail under “Analysis of 2020 Compensation Decisions” beginning on page 42:

Compensation Best Practices

What We Do

EQUIFAX INC. - 2018 Proxy Statement13

Our Director NomineesESG @ Equifax

 

We believe that focusing on environmental, social and governance (“ESG”) priorities will better position our Company for long-term sustainability and, in turn, build shareholder value. Our Board recommendsinvestors have encouraged us to prioritize ESG initiatives and disclosure and, in 2020, we made significant progress with respect to our ESG disclosures by organizing our ESG priorities in a new section of our corporate website that you voteFORincludes a detailed discussion of each priority. Each of the director nominees named belowtopics addressed on the website reflects an important area of focus for terms that expireour Company. Disclosure of all of our ESG priorities and related initiatives can be found on our website at www.equifax.com/about-equifax/environmental-social-governance. We will continue to update shareholders and other stakeholders on our ESG initiatives through regular updates to the 2019 Annual Meeting. This year’s Board nominees include Mark Begor,website.

Below are highlights on our new CEO, and two new independent directors—Scott McGregor, former President and CEOprogress with respect to four of Broadcom Corporation, and Robert Selander, former President and CEO of Mastercard. The following table provides summary information about each nominee, and you can find additional information under “Proposal 1, Election of Director Nominees” on page 15.our ESG priorities:

 

Consumer Impact				One leading example of embedding ESG within our business is the positive role our Company plays in the lives of consumers, which aligns with our purpose of “helping people live their financial best.” According to the Consumer Financial Protection Bureau, approximately 45 million Americans operate outside the formal financial system and do not have credit records that can be scored to enable access to lower cost loans. Our unique and differentiated data assets—such as utility and phone payments in our exclusively managed data—reach approximately 30 million people who do not have traditional credit files. We help bring these Americans into the formal credit system, increase their access to credit and lower their credit costs.
Our People				Equifax is committed to inclusion and diversity. The slate of nominees for election at our 2021 Annual Meeting includes three female directors, one of whom is racially diverse. In response to discussions with many of our investors, this proxy statement includes new disclosures regarding the racial and ethnic composition of our Board. At the executive management level, all eight individuals who have been added to the senior leadership team since 2019 are diverse in terms of gender, race or ethnicity. Notably, three of our four business unit leaders are diverse. Among other initiatives within our Company, we have accelerated the focus on our employee affinity networks, including our Black Organization for Leveraging Differences (BOLD), launched in 2020, and our Equifax Pride Network. We have implemented unconscious bias training for all leaders and imposed a new requirement that a diverse slate of candidates must be considered for higher level management roles. In 2020, our CEO hosted a global town hall attended by more than 3,200 employees in order to promote an ongoing dialogue about race. See “Human Capital Management” on pages 28-29 of this Proxy Statement for more information about our employee-focused initiatives.
MARK W. BEGOR Environment and Energy	MARK L. FEIDLER	G. THOMAS HOUGH	ROBERT D. MARCUS	SIRI S. MARSHALLWe are responding in new ways to increased investor requests regarding environmental impact and greenhouse gas emissions disclosure. Since 2018, we have invested an incremental $1.5 billion in transformational cloud technology. Through this bold strategic investment, we are moving our technology infrastructure and data assets to the cloud, which will have a positive environmental impact by leveraging the environmental efficiency of our cloud service provider to reduce our impact on greenhouse gas emissions. During 2020, we decommissioned six data centers, over 6,800 legacy assets and 1,098 legacy applications. In addition to the initiatives already shared on our website, we have committed to disclosing our corporate greenhouse gas emissions by the end of 2021 and look forward to sharing our strategies to continue to reduce our environmental impact.
Chief Executive Officer Security	Non-Executive Chairman	Retired Americas Vice	Former ChairmanWe have discussed security issues with our investors for several years because it is a significant business priority and	Retired SVP, General
we are committed to being an industry leader. Our corporate culture prioritizes security and we have enhanced our security controls and completed rigorous certifications of Equifax Inc.	Founding Partnerour security program. We believe in transparency and sharing with our partners, customers and competitors around security. The information shared in the new ESG section of	Chair our website describes the pillars of Ernst & Young LLP	Chief Executive Officerour security program, which are culture, controls, compliance and customers. We expanded our commitment to share our learnings with our customers and peers, and in 2020, hosted Equifax’s inaugural Customer Security Summit, detailing our progress on our security transformation and discussing our advancements in supply chain security with teams that conduct third party audits on Equifax. Among other external recognition, we were named a 2020 CSO50 award winner for our security transformation, in recognition of	Counsel our thought leadership in security as judged by security executives, industry experts and Chief
(effective April 16, 2018)	MSouth Equity Partners	Age: 63	Time Warner Cable Inc.	Governance & Compliance
Age: 59	Age: 61	Director since2016	Age: 52	Officer of General Mills,
Director effectiveApril 2018	Director since2007	Committees:	Director since2013	Inc.
	Committees:	Audit, Technology	Committees:	Age: 69
	Compensation, Governance		Compensation (Chair),	Director since2006
			Governance	Committees:
				Compensation,
				Governance (Chair)

SCOTT A. MCGREGOR	JOHN A. MCKINLEY	ROBERT W. SELANDER	ELANE B. STOCK	MARK B. TEMPLETON
Former President and	Chief Executive Officer of	Former President and	Former Group President	Retired President and
Chief Executive Officer of	SaferAging, Inc. and Co-	Chief Executive Officer of	of Kimberly-Clark	Chief Executive Officer of
Broadcom Corporation	Founder of LaunchBox	Mastercard Incorporated	International	Citrix Systems, Inc.
Age: 61	Digital	Age: 67	Age: 53	Age: 65
Director since2017	Age: 60	Director since2018	Director since2017	Director since2008
Committees:	Director since2008		Committees:	Committees:
Technology	Committees:		Technology	Audit, Technology
	Audit,
	Technology (Chair)			academics.

 

EQUIFAX INC. - 2018 Proxy Statement14

PROPOSALS TO BE VOTED ON

PROPOSALProposal 1Election 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 10 nominees for election listed below have consented to being named in this Proxy Statement and to serve if elected. This year’s nominees include our newly-appointed CEO and two new independent directors. 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 2017.2020. All except one of the directorsdirector nominees then serving attended the 2017 annual meeting of shareholders. In addition, each nominee then serving was elected at the 2017 annual meeting of shareholders.2020 Annual Meeting.

Our director 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 23, director nominees are considered on the basis of a range of criteria, including their business knowledge and background, reputation and global business perspective. They must also have demonstrated experience and ability that is relevant to the Board’s oversight role with respect to Company business and affairs. Presented below is biographicalBiographical information for each of the nominees.nominees is set forth below beginning on page 18.

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

Process for Identifying Director Nominees

Director Membership Criteria

When the need to fill a new Board seat or vacancy arises, the Governance Committee proceeds in the manner it deems appropriate to identify a qualified candidate or candidates. Candidates may be identified through the engagement of an outside search firm, recommendations from independent directors, the Chairman of the Board, management or other advisors to the Company, and recommendations by shareholders. The Governance Committee Chair and Chairman of the Board are provided with copies of the resumes for any potential candidates so identified and review them as appropriate with the Governance Committee, our CEO and the full Board.

Our Governance Committee determines the selection criteria and qualifications for director nominees. As set forth in our Governance Guidelines, these criteria include, among other things, a director candidate’s integrity and ethical standards, independence from management, the ability to provide sound and informed judgment, a history of achievement that reflects superior standards and willingness to commit sufficient time. Cybersecurity is one of the skills that the Governance Committee specifically considers in its assessment of Board membership criteria. With respect to the last three additions to the Board, the Governance Committee was also very focused on expertise in corporate strategy development, risk management, data and analytics, information technology and corporate governance. The Governance Committee and the Board also consider whether the candidate is independent under the standards described under “Director NomineesIndependence” on page 26 and whether the candidate is financially literate.

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

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

See “Questions and Answers about the Annual Meeting” beginning on page 83 for information on the procedures for shareholders to recommend director nominees for consideration by the Governance Committee.

Board Skills Matrix

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

Experience, Expertise or Attribute

Begor

Feidler

Hough

Marcus

McGregor

McKinley

Selander

Smith

Tillman

Wilson

Accounting

●

●

●

●

Consumer Marketing

●

●

●

●

●

Corporate Governance

●

●

●

●

●

●

Cybersecurity

●

●

●

Director effective April 16, 2018 Age 59 Data & Analytics

●

●

●

Equifax Industry Knowledge

●

●

●

●

●

●

Executive Leadership & Business Operations

●

●

●

●

●

●

●

●

●

●

CEO Experience

●

●

●

●

●

●

CFO Experience

●

●

●

International Business

●

●

●

●

●

●

●

●

●

Legal/Regulatory

●

●

●

Mergers & Acquisitions

●

●

●

●

●

●

●

●

●

Risk Management

●

●

●

●

●

●

●

●

●

Strategy Development

●

●

●

●

●

●

●

●

●

●

Technology

●

●

●

●

EQUIFAX INC. - 2018 Proxy Statement15

Mark L. Feidler	MARK L. FEIDLER
		Director since 2007 Age 61 Independent Non-Executive Chairman of the Board
Director since 2007 Age 64 INDEPENDENT Committees: ● Governance ●Compensation Committee Governance Committee(Chair)		Founding Partner of MSouth Equity Partners, a private equity firm based in Atlanta, since February 2007. Mr. Feidler was President and Chief Operating Officer and a director of BellSouth Corporation, a telecommunications company, from 2005 until January 2007. Mr. Feidler served as its Chief Staff Officer during 2004. From 2001 through 2003, Mr. Feidler was Chief Operating Officer of Cingular Wireless and served on the Board of Directors of Cingular from 2005 until January 2007. Other Public Directorships  •  ●New York Life Insurance Company (Lead Director)
	Overview of Board Qualifications Mr. Feidler has extensive operating, financial, legal and regulatory experience through his prior position with a major regional telecommunications company, as well as expertise in private equity investments and acquisitions. This background is relevant to us as we market our products to companies in telecommunications and other vertical markets, while his private equity experience is relevant to our new product development, marketing and acquisition strategies. His public company operating experience and background in financial, accounting, technology and risk management are an important resourceresources for our Board.

	G. THOMAS HOUGH		Thomas Hough
			Director since 2016 Age 63 Independent Age 66 INDEPENDENT Committees: ●Audit Committee(Chair) Technology Committee		Retired Americas Vice Chair of Ernst & Young LLP, an international public accounting firm. Based in New York, heHe was Vice Chair of Assurance Services of Ernst & Young from 2009 to July 2014, and Americas Vice Chair until his retirement in September 2014. Mr. Hough joined Ernst & Young in 1978 and became a partner in 1987. During his career at Ernst & Young, he led various teams across the firm, including serving as Vice Chair and Southeast Area Managing Partner from 2000 to 2009 and Vice Chair of Human Resources from 1996 to 2000. Other Public Directorships  •  ●Publix Super Markets, Inc.  •  Federated Hermes Fund Family ● Haverty Furniture Companies, Inc.
	Overview of Board Qualifications Mr. Hough brings invaluable experience in audit, accounting, finance and corporate governance. His background in financial accounting and risk management, including leadership experience at a major international accounting firm, is of particular importance to our Board.

	ROBERTRobert D. MARCUSMarcus
			Director since 2013 Age 52 Independent Age 55 INDEPENDENT Committees: ●Compensation Committee (Chair) ●Governance Committee		Former Chairman and Chief Executive Officer of Time Warner Cable Inc., a provider of video, high-speed data and voice services, from January 2014 tountil the company was acquired by Charter Communications in May 2016. He was named a director of Time Warner Cable Inc. in July 2013 and served as President and Chief Operating Officer from 2010 to 2013. Prior thereto, he was Senior Executive Vice President and Chief Financial Officer from January 2008 and Senior Executive Vice President from August 2005. Mr. Marcus joined Time Warner Cable Inc. from Time Warner Inc. where he held various senior positions from 1998. From 1990 to 1997, he practiced law at Paul, Weiss, Rifkind, Wharton & Garrison. Other Public Directorships  •  ●Ocean Outdoor Limited
	Overview of Board Qualifications Mr. Marcus has extensive operating, financial, legal and regulatory experience through his position as Chairman and CEO of Time Warner Cable, as well as expertise in mergers and acquisitions. This background is relevant to us as we market our products to data and telecommunications companies and other vertical markets. His public company operating and finance experience and background in legal and regulatory matters are an important resource for our Board.

EQUIFAX INC. - 2018 Proxy Statement16

	SIRI S. MARSHALL		Scott A. McGregor
			Director since 20062017 Age 69 Independent64 INDEPENDENT Committees: ● Audit ● Technology   Compensation Committee Governance Committee (Chair)		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 as a Distinguished Advisor to the Straus Institute for Dispute Resolution. In February 2011, Ms. Marshall received the Sandra Day O’Connor Board Excellence Award from DirectWomen. Other Public Directorships  •  Ameriprise Financial, Inc.
	Overview of Board Qualifications Ms. Marshall’s over 13 years of executive experience at General Mills provides a valuable perspective on our organizational management, legal, compliance, regulatory and government affairs, consumer products business and corporate governance. The Board particularly values her broad experience with other public company boards, including as a director of a large financial institution, as well as her perspective and insight gained through her service on the executive, compensation and governance committees of other public companies and her leading role in corporate law and dispute resolution matters.

	SCOTT A. MCGREGOR
		Director since 2017 Age 61 Independent Technology Committee		Former President, Chief Executive Officer and Director of Broadcom Corporation, a world leader in wireless connectivity, broadband and networking infrastructure. Mr. McGregor served in those positions from 2005 until the company was acquired by Avago in 2016. From 2016 to 2017, Mr. McGregor served on the board of directors of Xactly Corporation. Mr. McGregor served on the board of directors of Ingram Micro, Inc. from 2010 to 2016. From 2001 to 2005, Mr. McGregor served as President and Chief Executive Officer of the Philips Semiconductors division of Royal Philips Electronics. Prior thereto, Mr. McGregor was head of Philips Semiconductors’ Emerging Business unit from 1998. Mr. McGregor served in various senior management positions of Santa Cruz Operations, Inc. from 1990 to 1997. Other Public Directorships  •  ●Applied Materials, Inc. ● Luminar Technologies, 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 continueseek to leverage our cloud data and technology transformation for growth and maintain our intense focus on strengthening our data protection systems and cybersecurity defenses.security.

	JOHNJohn A. MCKINLEY		McKinley
			Director since 2008 Age 60 Independent63 INDEPENDENT Committees: ● Audit ● Technology (Chair)   Audit Committee Technology Committee (Chair)		Chief Executive OfficerFounder of SaferAging, Inc.,Great Falls Ventures, a senior care service providerventure capital firm based in Washington, D.C., and Co-founder of LaunchBox Digital, a venture capital firm in Washington, D.C. Mr. McKinleysince April 2007. He was Chief Technology Officer of News Corporation from July 2010 to September 2012. He was President, AOL Technologies and Chief Technology Officer from 2003 to 2005 and President, AOL Digital Services from 2004 to 2006. Prior thereto, he served as Executive President, Head of Global Technology and Services and Chief Technology Officer for Merrill Lynch & Co., Inc., from 1998 to 2003; Chief Information and Technology Officer for GE Capital Corporation from 1995 to 1998; and Partner, Financial Services Technology Practice, for Ernst & Young International from 1982 to 1995.
	Overview of Board Qualifications The Board highly values Mr. McKinley’s extensive background in managing complex global technology operations as chief technology officer at a number of leading global companies. This experience is particularly important as we seek to leverage our cloud data and technology transformation to accelerate innovation and new products. These skills are also highly relevant to the Board’s oversight of risks and opportunities in our technology operations, including data and cybersecurity, risk management and capital investments. The Board also values his technology and industry experience gained from his twelve years as a partner in Ernst & Young’s financial services technology practice, as well as his entrepreneurial insights.

EQUIFAX INC. - 2018 Proxy Statement17

	ROBERTRobert W. SELANDER
			Selander
		Director since 2018 Age 67 Independent Age 70	INDEPENDENT Committees: ● Compensation ● Technology	Former President and Chief Executive Officer of Mastercard Incorporated and Mastercard International from 1997 to 2010. He joined Mastercard International Inc. in 1994, where he served as President of Mastercard’s Europe, Middle East, Africa and Canada regions until his appointment as President and Chief Executive Officer. Prior to Mastercard, he spent 20 years with Citicorp/Citibank, N.A., where he held several leadership positions including managing parts of Citibank’s Consumer Financial Services business in the United States, Brazil, Puerto Rico and the United Kingdom. Other Public Directorships  •  ●HealthEquity, Inc. (Non-Executive(Independent Chairman)  •  The Western Union Company
	Overview of Board Qualifications Mr. Selander has extensive global business, leadership and financial services experience gained in over 13 years as President and Chief Executive Officer of Mastercard Incorporated and Mastercard International and in senior positions at Citibank. Mr. Selander also has substantial board of director experience having served as a director of Mastercard Incorporated, Mastercard International, the Hartford Financial Services Group, Inc., The Western Union Company and HealthEquity, Inc.

www.equifax.com	ELANE B. STOCKEQUIFAX INC  |  2021Proxy Statement
		Director since 2017 Age 53 Independent Technology Committee		Former 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 January 2017. From 2012 to 2014, Ms. Stock was the Global President for Kimberly-Clark Professional, and from 2010 to 2012, she was the Chief Strategy Officer of Kimberly-Clark Corporation. Prior to Kimberly-Clark, Ms. Stock was the National Vice President of Strategy for the American Cancer Society from 2008 to 2010 and Regional Manager of Georgia Pacific’s (Koch Industries) Color-Box business from 2007 to 2008. From 1992 to 2001 and 2005 to 2007, she held progressive management positions at McKinsey & Company. Other Public Directorships  •  YUM! Brands, Inc.
	Overview of Board Qualifications Ms. Stock brings extensive strategy, diversified operations and multi-national experience in leading global consumer and B2B businesses. Her expertise in branding, marketing, sales, strategic planning and international business development is particularly important as Equifax develops and markets new products and services for consumers and businesses across the world.
				20

	MARK B. TEMPLETON
		Director since 2008 Age 65 Independent Audit Committee Technology Committee		Retired Chief Executive Officer, President and Director of Citrix Systems, Inc., a global software development firm. He served as Chief Executive Officer and President of Citrix Systems, Inc. from 2001 to 2015 and 1998 to 2015, respectively. From 1995 to 1998, Mr. Templeton served as Vice President, Marketing, of Citrix Systems, Inc. Prior to Citrix Systems, Inc., he served as Executive Vice President for Softblox, Inc., a software company, from 1993 to 1994 and Vice President, Marketing for Keyfile Corporation, a group collaboration software company, from 1991 to 1993. Other Public Directorships  •  Keysight Technologies, Inc.  •  Arista Networks Inc.
	Overview of Board Qualifications The Board highly values Mr. Templeton’s operating experience, leadership and perspective in business strategy, operations, technology and business growth. His counsel and insight in cybersecurity as well as technology opportunities and risks, particularly in the development and global marketing of advanced technology products, has direct application to our emphasis on technology and cybersecurity defense.

EQUIFAX INC. - 2018 Proxy Statement18

Board Skills Matrix

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

Melissa D. Smith
Director since 2020 Age 52 INDEPENDENT Committees: ● 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 investing in our cloud technology transformation 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.

Experience, Expertise or Attribute

Begor

Feidler

Hough

Marcus

Marshall

McGregor

McKinley

Selander

Stock

TempletonAudrey Boone Tillman

Director since 2021 Age 56 INDEPENDENT

Executive Leadership &Vice President and General Counsel of Aflac Incorporated, the largest U.S. provider of supplemental insurance, since 2014. Ms. Tillman joined Aflac in 1996 and has held positions of increasing significance, including serving as Senior Vice President of Human Resources. Prior to joining Aflac, she was an associate with Smith, Helms, Mulliss and Moore and an associate professor at the North Carolina Central University School of Law. Ms. Tillman has received numerous awards and accolades during her career. Most recently, she was named to Black Enterprise magazine’s Most Powerful Women in Business Operations

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.

CEO Experience

Overview of Board Qualifications Ms. Tillman has a broad legal and business background, involvement in business strategy and operations, as well as a depth of experience in human resources, compliance and government relations. The Board believes she is a strong business leader who brings deep knowledge in corporate governance, gained over decades of significant experience in the legal and human resources fields. Ms. Tillman is also involved in many local initiatives to improve the community in and around the Columbus, Georgia area.

CFO ExperienceHeather H. Wilson

Director since CTO Experience2019 Age 49 INDEPENDENT Committees: ● Audit ● Technology

Former Chief Data Scientist of L Brands, Inc., an American fashion retailer. She served in that position from 2016 to 2020. From 2012 to 2016, Ms. Wilson served as chief data officer at American International Group, Inc. (AIG). From 2010 to 2012, she was chief data officer of Citigroup and Global Head of Decision Sciences. Prior thereto, Ms. Wilson was global head of innovation and advanced technology at Kaiser Permanente from 2007 to 2010.

EFX Industry Knowledge

Technology/Cybersecurity

Finance/Financial Industry

Accounting

Risk Management

International Business

Strategy Development

Mergers & Acquisitions

Consumer Marketing

Legal/Regulatory

Corporate Governance

Overview of Board Qualifications The Board highly values Ms. Wilson’s technology experience, executive leadership and expertise in analytics, data science and artificial intelligence. Her technological insight, particularly her deep knowledge of data science and its impact on business transformation across several industries, is of tremendous value to our company, our Board and our customers as we seek to leverage our cloud data and technology transformation to implement our business imperatives. Ms. Wilson has also been a steady supporter of diversity, launching the Kaiser Permanente Women in Technology group, serving as an executive member of Citi4Women at Citigroup, founding the Global Women in Technology at AIG and acting as executive sponsor of Girls Who Code.

BOARD LEADERSHIPBoard Leadership & CORPORATE GOVERNANCECorporate Governance

Equifax Corporate Governance Overview

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

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

See “Corporate Governance HighlightsDirector Independence” on page 1326 and whether the candidate is financially literate.

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

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

See “Questions and Answers about the Annual Meeting” beginning on page 83 for information on the procedures for shareholders to recommend director nominees for consideration by the Governance Committee.

Board Skills Matrix

The Board skills matrix below represents some of the key governance practices. In addition, followingskills that our Board has identified as particularly valuable to the 2017 cybersecurity incident, we conducted investor outreach meetings with shareholders representing approximately 55%effective oversight of the Company and the execution of our shares. Our Non-Executive Chairman, Mark Feidler,strategy. This matrix highlights the depth and Siri Marshall, our Governance Committee Chair, undertook responsibility to engage in one-on-one meetings with investors and discuss concerns surrounding the cybersecurity incident directly with shareholders. Those conversations provided valuable insight that has informed the Board’s decision-making on severalbreadth of the improvementsskills of our directors standing for election.

Board Leadership & Corporate Governance

Corporate Governance Overview

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

The following sections summarize our corporate governance policies and practices including our Board leadership structure, our criteria for director selection and the responsibilities and activities of our Board and its committees. Our corporate governance documents, including theour Corporate Governance Guidelines (“Governance Guidelines”), our Board committee charters and our Code of Ethics and Business Conduct applicable to directors, officers and employees, are available at https://www.equifax.com/www.equifax.com/about-equifax/corporate-governance, or in print upon request to Equifax Inc., Attn: Office of Corporate Secretary, P.O. Box 4081, Atlanta, Georgia 30302, telephone (404) 885-8000. The Code of Ethics and Business Conduct provides our policies and expectations on a number of topics, including our commitment to good citizenship, providing transparency in our public disclosures, prohibiting insider trading, avoiding conflicts of interest, honoring the confidentiality of sensitive information, preservation and use of Company assets, compliance with all laws and operating with integrity in all that we do. There were no waivers from any provisions of our Code or amendments applicable to any Board member or executive officer in 2017.integrity.

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Board Leadership Structure

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

In connection with the appointment of Mr. Begor as our new CEO, the Board re-evaluated the leadership structure and determined to retain the current structure of separate Chairman and CEO roles, with Mr. Feidler continuing to serve as our independent Non-Executive Chairman. This structure provides for direct independent oversight of management and clearly delineates the role of the Board as a source of insight and oversight for management. The Board believes this leadership structure, which also includes a majority independent Board and fully independent Board committees, best serves the objectives of the Board’s independent oversight of the Company’s business and affairs at this time.

NON-EXECUTIVE CHAIRMAN OF THE BOARD Mark Feidler (appointed September 26, 2017)

The role and responsibilities of Non-Executive Chairman include:

•	Calling meetings of the full Board or of the non-management directors
•	Establishing the agenda for each Board meeting, in coordination with the CEO
•	Presiding at all sessions of the Board
•	Advising the CEO of decisions reached and suggestions made at the executive sessions of the non-management directors
•	Meeting directly with management and other employees of the Company
•	Calling special meetings of shareholders
•	Presiding at meetings of shareholders
•	Consulting and directing communication with shareholders, as appropriate
•	Facilitating communication between the directors and with the CEO

Annual Self-Evaluations

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

Board Evaluation for 2017-2018

The Board periodically engages an independent consultant to facilitate its annual Board and committee self-evaluation process. For the 2017-2018 review cycle, the Board determined it was appropriate to engage an independent consultant, which concluded in the first quarter of 2018. In connection with the 2017-2018 self-evaluation process, the directors participated in one-on-one discussions with the independent consultant and discussed, among other things, opportunities to strengthen the effectiveness of the Board’s practices, structures, competencies and communications. The independent consultant reviewed the evaluation results with the full Board of Directors in February 2018.

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Committees of the Board of Directors

The Board has four standing committees, all of which are comprised of independent directors as defined in the 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 2017, the full Board held 26 meetings, 23 of them after being informed of the 2017 cybersecurity incident, reflecting the intense focus of the Board on matters related to the cybersecurity incident.

				Committee Memberships
Name and Occupation		Independent		Audit		Compensation		Governance		Technology
Robert D. Daleo(1)
Walter W. Driver, Jr.(1)
Mark L. Feidler
G. Thomas Hough
L. Phillip Humann(1)
Robert D. Marcus
Siri S. Marshall
Scott A. McGregor
John A. McKinley
Robert W. Selander(2)
Elane B. Stock
Mark B. Templeton
Meetings held in 2017				6		5		4		5

= Non-Executive Chairman

= Audit Committee Financial Expert

= Committee Chair

(1)	Messrs. Daleo, Driver and Humann will serve on the committees indicated through the 2018 Annual Meeting, but are not standing for re-election.
(2)	Mr. Selander was appointed to the Board on March 20, 2018 and has not yet been appointed to serve on a committee.

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Each committee operates pursuant to a written charter which is available on the Company’s website atwww.equifax.com/about-equifax/corporate-governance. Following the 2017 cybersecurity incident, the Board approved amendments to the Technology and Audit Committee charters to enhance the Board’s oversight of cybersecurity risk. See “Proxy Summary—How Equifax is Working to Regain Your Trust” above and “Board Oversight of Risk” below for more information on these enhancements. The following summarizes the oversight responsibilities of each committee:

Audit Committee		•	Direct authority to appoint, review and discharge our independent auditors
		•	Reviews and pre-approves the services provided by our independent auditors and reviews theindependence of that firm
		•	Reviews our audited and unaudited financial statements, earnings press releases and financialinformation and discusses the same with our independent auditors and management
		•	Reviews the integrity of our financial reporting process and the adequacy and effectiveness of ourfinancial and information technology controls
		•	Oversees our regulatory compliance program and administers our Code of Ethics and Business Conduct
		•	Reviews our policies related to enterprise risk assessment and risk management
		•	Oversees our internal audit function
		•	Meets separately with the internal and external auditors to ensure full and frank communications withthe Committee
			Coordinates with the Technology Committee on risk management with respect to cybersecurity
Compensation Committee		•	Approves and oversees our executive compensation programs and policies
		•	Determines executive officer compensation
		•	Conducts an annual risk assessment of our compensation programs
		•	Approves employee compensation and benefit plans
		•	Monitors the effectiveness and funded status of our retirement and 401(k) plans
		•	Advises management and the Board on succession planning and other significant human resources matters
Governance Committee		•	Reviews and makes recommendations to the Board regarding director nominees and director independence
		•	Makes recommendations to the Board with respect to Board and committee organization, membershipand function
		•	Oversees an annual review of the effectiveness of the Board and its committees
		•	Recommends to the Board, and monitors compliance with, our Governance Guidelines and othercorporate governance matters
		•	Exercises oversight of director compensation program and makes recommendations on such compensationfor approval of the Board
Technology Committee			Oversees cybersecurity and technology-related risk management
		•	Oversees our technology strategy and significant technology investments
			Receives regular reports directly from the CISO, the Chief Technology Officer and the internal auditdepartment, including in executive session without other members of management present
		•	Makes recommendations to the Board as to scope, direction, quality, investment levels and execution oftechnology strategies
			Oversees engagement of outside advisors to review the Company’s cybersecurity program
		•	Provides guidance on technology as it may pertain to, among other things, investments, mergers,acquisitions and divestitures, research and development investments, 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 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 director nominees (other than our new CEO, Mr. Begor) are independent under the applicable NYSE listing standards, SEC rules and our Guidelines for Determining the Independence of Directors. In making these determinations, the Board considered the types and amounts of the commercial dealings between the Company and the companies and organizations with which the directors are affiliated. The Board views the independence analysis as an ongoing consideration and will continue to monitor these relationships.

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

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Board Refreshment and Succession Planning

The Governance Committee regularly assesses the requirements of the Board and makes recommendations regarding its size, composition and structure. The Governance Committee is focused on how the experience and skill set of each individual director complements those of fellow directors to create a balanced Board with diverse viewpoints, skill sets, expertise and reflecting a diversity of experiences, gender, ethnicity and age. As part of its ongoing strategic review regarding Board refreshment, the Governance Committee seeks to anticipate future needs for expertise in new and emerging markets, technology, security and regulatory compliance, while also enhancing the diversity on our Board.

Since the cybersecurity incident, the Governance Committee and the Board have actively sought new directors that can provide valuable guidance as the Company continues to focus on strengthening the Company’s data protection systems and cybersecurity defenses and rebuilding the trust of consumers, shareholders, customers and other stakeholders. The Board believes that the addition of Scott McGregor in October 2017 and Robert Selander in March 2018 provides not only additional exceptional executive management experience, but also enhanced expertise in data security, cybersecurity, information technology and risk management.

Board Tenure and Refreshment

Pursuant to our Bylaws and Governance Guidelines, we have a mandatory retirement age of 72 (65 for employee-directors) after which a director will not be elected or re-elected unless he or she continues in a position or in business or professional activities or possesses special qualifications that the Governance Committee and Board determine would be of substantial benefit to the Company. The following table shows the tenure of our non-management directors, which is well distributed to create a balanced Board, with four new independent directors joining the Board over the last two years. Since 2013, we have decreased the average tenure of our independent director nominees from 10.4 years to 5.6 years. Individual and average tenure information for our Board (following election of the nine independent director nominees named in this Proxy Statement at the Annual Meeting) is as follows:

Director Membership Criteria and Nomination Processes

Process for Identifying and Evaluating Director Nominees

When the need to fill a new Board seat or vacancy arises, the Governance Committee proceeds in the manner it deems appropriate to identify a qualified candidate or candidates. Candidates may be identified through the engagement of an outside search firm, recommendations from independent directors, the Chairman of the Board, management or other advisors to the Company, and recommendations by shareholders. The Governance Committee Chair and Non-Executive Chairman 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. Messrs. Begor, McGregor and Selander were each identified as potential candidates by an independent executive search consultant.

Our Governance Committee determines the selection criteria and qualifications for director nominees. As set forth in our Governance Guidelines, these criteria include, among other things, a director candidate’s integrity and ethical standards, independence from management, the ability to provide sound and informed judgment, a history of achievement that reflects superior standards and willingness to commit sufficient time. With respect to recent additions to the Board, the Governance Committee was also very focused on expertise in data security, cybersecurity and information technology. Going forward, cybersecurity will be one of the skills that the Governance Committee will consider in its assessment of Board membership criteria. The Governance Committee and the Board also consider whether the candidate is independent under the standards described under “Director Independence” on page 2226 and whether the candidate is financially literate.

 

Although the Committee does not have a formal diversity policy for Board membership, it considers whether a director nominee contributes or will contribute to the Board in a way that can enhance the perspective and experience of the Board as a whole through,

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

 

ProceduresSee “Questions and Answers about the Annual Meeting” beginning on page 83 for Shareholdersinformation on the procedures for shareholders to Recommend Director Nomineesrecommend director nominees for consideration by the Governance Committee.

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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 the skills of our directors standing for election.

Experience, Expertise or Attribute	Begor	Feidler	Hough	Marcus	McGregor	McKinley	Selander	Smith	Tillman	Wilson
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					●	●		●		●

Our Director Nominees

Mark W. Begor	Chief Executive Officer
Director since 2018 Age 62	Mr. Begor has served as our Chief Executive Officer and as a director since April 2018. Prior to joining Equifax, Mr. Begor was a Managing Director in the Industrial and Business Services group at Warburg Pincus, a global private equity investment firm, since June 2016. Prior to Warburg Pincus, Mr. Begor spent 35 years at General Electric Company (“GE”), a global industrial and financial services company, in a variety of operating and financial roles. During his career at GE, Mr. Begor served in a variety of roles leading multibillion dollar units of the company, including President and CEO of GE Energy Management from 2014 to 2016, President and CEO of GE Capital Real Estate from 2011 to 2014, and President and CEO of GE Capital Retail Finance (Synchrony Financial) from 2002 to 2011. Mr. Begor served on the Fair Isaac Corporation (FICO) board of directors from 2016 to 2018. Other Public Directorships ● NCR Corporation (Lead Independent Director)
	Overview of Board Qualifications The Board believes that it is important to have the Company’s Chief Executive Officer also serve as a director. The Board values Mr. Begor’s broad depth of leadership experience, including 35 years at General Electric, and his proven track record of growing and strengthening businesses.

www.equifax.com

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Mark L. Feidler	Independent Chairman of the Board
Director since 2007 Age 64 INDEPENDENT Committees: ● Governance ● Compensation (Chair)	Founding Partner of MSouth Equity Partners, a private equity firm based in Atlanta, since February 2007. Mr. Feidler was President and Chief Operating Officer and a director of BellSouth Corporation, a telecommunications company, from 2005 until January 2007. Mr. Feidler served as its Chief Staff Officer during 2004. From 2001 through 2003, Mr. Feidler was Chief Operating Officer of Cingular Wireless and served on the Board of Directors of Cingular from 2005 until January 2007. Other Public Directorships ● New York Life Insurance Company
	Overview of Board Qualifications Mr. Feidler has extensive operating, financial, legal and regulatory experience through his prior position with a major regional telecommunications company, as well as expertise in private equity investments and acquisitions. This background is relevant to us as we market our products to companies in telecommunications and other vertical markets, while his private equity experience is relevant to our new product development, marketing and acquisition strategies. His public company operating experience and background in financial, accounting, technology and risk management are important resources for our Board.

G. Thomas Hough
Director since 2016 Age 66 INDEPENDENT Committees: ● Audit (Chair)	Retired Americas Vice Chair of Ernst & Young LLP, an international public accounting firm. He was Vice Chair of Assurance Services of Ernst & Young from 2009 to July 2014, and Americas Vice Chair until his retirement in September 2014. Mr. Hough joined Ernst & Young in 1978 and became a partner in 1987. During his career at Ernst & Young, he led various teams across the firm, including serving as Vice Chair and Southeast Area Managing Partner from 2000 to 2009 and Vice Chair of Human Resources from 1996 to 2000. Other Public Directorships ● Federated Hermes Fund Family ● Haverty Furniture Companies, Inc.
	Overview of Board Qualifications Mr. Hough brings invaluable experience in audit, accounting, finance and corporate governance. His background in financial accounting and risk management, including leadership experience at a major international accounting firm, is of particular importance to our Board.

Robert D. Marcus
Director since 2013 Age 55 INDEPENDENT Committees: ● Compensation (Chair) ● Governance	Former Chairman and Chief Executive Officer of Time Warner Cable Inc., a provider of video, high-speed data and voice services, from January 2014 until the company was acquired by Charter Communications in May 2016. He was named a director of Time Warner Cable Inc. in July 2013 and served as President and Chief Operating Officer from 2010 to 2013. Prior thereto, he was Senior Executive Vice President and Chief Financial Officer from January 2008 and Senior Executive Vice President from August 2005. Mr. Marcus joined Time Warner Cable Inc. from Time Warner Inc. where he held various senior positions from 1998. From 1990 to 1997, he practiced law at Paul, Weiss, Rifkind, Wharton & Garrison. Other Public Directorships ● Ocean Outdoor Limited
	Overview of Board Qualifications Mr. Marcus has extensive operating, financial, legal and regulatory experience through his position as Chairman and CEO of Time Warner Cable, as well as expertise in mergers and acquisitions. This background is relevant to us as we market our products to data and telecommunications companies and other vertical markets. His public company operating and finance experience and background in legal and regulatory matters are an important resource for our Board.

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Scott A. McGregor
Director since 2017 Age 64 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. ● Luminar Technologies, 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.

John A. McKinley
Director since 2008 Age 63 INDEPENDENT Committees: ● Audit ● Technology (Chair)	Founder of Great Falls Ventures, a venture capital firm based in Washington, D.C., since April 2007. He was Chief Technology Officer of News Corporation from July 2010 to September 2012. He was President, AOL Technologies and Chief Technology Officer from 2003 to 2005 and President, AOL Digital Services from 2004 to 2006. Prior thereto, he served as Executive President, Head of Global Technology and Services and Chief Technology Officer for Merrill Lynch & Co., Inc., from 1998 to 2003; Chief Information and Technology Officer for GE Capital Corporation from 1995 to 1998; and Partner, Financial Services Technology Practice, for Ernst & Young International from 1982 to 1995.
	Overview of Board Qualifications The Board highly values Mr. McKinley’s extensive background in managing complex global technology operations as chief technology officer at a number of leading global companies. This experience is particularly important as we seek to leverage our cloud data and technology transformation to accelerate innovation and new products. These skills are also highly relevant to the Board’s oversight of risks and opportunities in our technology operations, including data and cybersecurity, risk management and capital investments. The Board also values his technology and industry experience gained from his twelve years as a partner in Ernst & Young’s financial services technology practice, as well as his entrepreneurial insights.

Robert W. Selander
Director since 2018 Age 70 INDEPENDENT Committees: ● Compensation ● Technology	Former President and Chief Executive Officer of Mastercard Incorporated and Mastercard International from 1997 to 2010. He joined Mastercard International Inc. in 1994, where he served as President of Mastercard’s Europe, Middle East, Africa and Canada regions until his appointment as President and Chief Executive Officer. Prior to Mastercard, he spent 20 years with Citicorp/Citibank, N.A., where he held several leadership positions including managing parts of Citibank’s Consumer Financial Services business in the United States, Brazil, Puerto Rico and the United Kingdom. Other Public Directorships ● HealthEquity, Inc. (Independent Chairman)
	Overview of Board Qualifications Mr. Selander has extensive global business, leadership and financial services experience gained in over 13 years as President and Chief Executive Officer of Mastercard Incorporated and Mastercard International and in senior positions at Citibank. Mr. Selander also has substantial board of director experience having served as a director of Mastercard Incorporated, Mastercard International, the Hartford Financial Services Group, Inc., The Western Union Company and HealthEquity, Inc.

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Melissa D. Smith
Director since 2020 Age 52 INDEPENDENT Committees: ● 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 investing in our cloud technology transformation 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.

Audrey Boone Tillman
Director since 2021 Age 56 INDEPENDENT	Executive Vice President and General Counsel of Aflac Incorporated, the largest U.S. provider of supplemental insurance, since 2014. Ms. Tillman joined Aflac in 1996 and has held positions of increasing significance, including serving as Senior Vice President of Human Resources. Prior to joining Aflac, she was an associate with Smith, Helms, Mulliss and Moore and an associate professor at the North Carolina Central University School of Law. Ms. Tillman has received numerous awards and accolades during her career. Most recently, she was named to Black Enterprise magazine’s Most Powerful Women in Business list for the third consecutive year and Women’s Inc.’s Top Corporate Counsel list in 2019. In 2020, she was awarded the Meritorious Public Service Medal by the Department of the United States Army.
	Overview of Board Qualifications Ms. Tillman has a broad legal and business background, involvement in business strategy and operations, as well as a depth of experience in human resources, compliance and government relations. The Board believes she is a strong business leader who brings deep knowledge in corporate governance, gained over decades of significant experience in the legal and human resources fields. Ms. Tillman is also involved in many local initiatives to improve the community in and around the Columbus, Georgia area.

Heather H. Wilson
Director since 2019 Age 49 INDEPENDENT Committees: ● Audit ● Technology	Former Chief Data Scientist of L Brands, Inc., an American fashion retailer. She served in that position from 2016 to 2020. From 2012 to 2016, Ms. Wilson served as chief data officer at American International Group, Inc. (AIG). From 2010 to 2012, she was chief data officer of Citigroup and Global Head of Decision Sciences. Prior thereto, Ms. Wilson was global head of innovation and advanced technology at Kaiser Permanente from 2007 to 2010.
	Overview of Board Qualifications The Board highly values Ms. Wilson’s technology experience, executive leadership and expertise in analytics, data science and artificial intelligence. Her technological insight, particularly her deep knowledge of data science and its impact on business transformation across several industries, is of tremendous value to our company, our Board and our customers as we seek to leverage our cloud data and technology transformation to implement our business imperatives. Ms. Wilson has also been a steady supporter of diversity, launching the Kaiser Permanente Women in Technology group, serving as an executive member of Citi4Women at Citigroup, founding the Global Women in Technology at AIG and acting as executive sponsor of Girls Who Code.

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Board Leadership & Corporate Governance

Corporate Governance Committee will consider for possible nomination qualifiedOverview

Our Board candidatesof 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 are submitted byis socially responsible, value-based and in compliance with the law. We periodically review our governance policies and practices against evolving standards and make changes as appropriate. We also value the perspectives of our shareholders usingand other stakeholders, including our employees and the same process that appliescommunities in which we operate.

The following sections summarize our corporate governance policies and practices including our Board leadership structure, our criteria for director selection and the responsibilities and activities of our Board and its committees. Our corporate governance documents, including our Corporate Governance Guidelines (“Governance Guidelines”), our Board committee charters and our Code of Ethics and Business Conduct applicable to candidates identified by other sources. Shareholders wishingdirectors, officers and employees, are available at www.equifax.com/about-equifax/corporate-governance, or in print upon request to make such a submission may do so by sending the following information to the Governance Committee by December 3, 2018, c/o Equifax Inc., Attn: Office of Corporate Secretary, P.O. Box 4081, Atlanta, Georgia 30302: (1)30302, telephone (404) 885-8000. The Code of Ethics and Business Conduct provides our policies and expectations on a nomination noticenumber of topics, including our commitment to good citizenship, providing transparency in accordanceour public disclosures, prohibiting insider trading, avoiding conflicts of interest, honoring the confidentiality of sensitive information, preservation and use of Company assets, compliance 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;all laws and (3) alongoperating 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. integrity.

See “How do I submit a proposal or director nominee for the Annual Meeting of Shareholders in 2019?Corporate Governance Highlights” on page 73. A copy14 for a summary of our Bylaws is availablekey governance practices.

Shareholder Engagement

Investor engagement over the last several years has prompted review of and changes to our governance practices, and our Board remains committed to continuous improvement. Those conversations provided valuable insight that has informed the Board’s decision-making on several of the improvements to our corporate governance and compensation programs described in this Proxy Statement.

Since May 2020 We directly contacted investors representing 73% of our shares We met with investors representing 47% of our shares

How we engaged with investors •   We engaged with our investors through one-on-one meetings during the off season (September 2020 to February 2021) •   Our Independent Chairman joined for certain conversations •   We regularly report our investors’ views to our Board of Directors and relevant Board Committees   Topics discussed with our investors •   Investors described their priorities and provided constructive feedback on many topics, including: –  Board refreshment and the skill sets we prioritize in director candidates –  Importance of diversity from a Board and workforce perspective –  Our response to the COVID-19 pandemic –  Executive compensation (see page 39 for further details) •   Investors also expressed support for the presentation of our ESG priorities on our new website and the progress made regarding ESG initiatives, while also highlighting opportunities for enhanced disclosure and providing input regarding our ESG strategy

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Board Leadership Structure

The Board annually reviews its leadership structure and our governance documents provide the Board with the flexibility to select the appropriate leadership structure for us atwww.equifax.com/about-equifax/corporate-governance or by writing any given time. In prior years, the roles of Chairman and CEO were combined. However, in the third quarter of 2017, the Board determined to adjust its leadership structure to separate the roles of Chairman and CEO. Mark Feidler, who had previously served as a leader for the independent directors in his role as Presiding Director, was elected to the Corporate Secretary.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.

 

Any shareholder’s nominee must satisfy the minimum qualifications for any director described aboveThe Board has determined that having separate Chairman and CEO roles is 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 interestsbest 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 whole;source of insight and oversight for management. The Board believes this leadership structure, which also includes a majority independent Board and fully independent Board committees, best serves the objectives of the Board’s independent oversight of the Company’s business and affairs at this time.

		INDEPENDENT CHAIRMAN OF THE BOARD Mark Feidler
	The role and responsibilities of Independent Chairman include: •   Calling meetings of the full Board or of the non-management directors •   Establishing the agenda for each Board meeting, in coordination with the CEO •   Presiding at all meetings of the Board •   Advising the CEO of decisions reached and suggestions made at the executive sessions of the non-management directors •   Facilitating communication between the directors and with the CEO •   Meeting directly with management and other employees of the Company •   Calling special meetings of shareholders •   Presiding at 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.

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Board Evaluation Process for 2020-2021

The Board periodically engages an outside consultant to facilitate its annual Board and committee self-evaluation process, as it did most recently in connection with the 2017-2018 review cycle. This year, based upon the recommendation of the Governance Committee, the Board determined it was appropriate to implement the standard process for the 2020-2021 evaluation process. Under the standard process, each director completed written Board and committee evaluation questionnaires. The questionnaire responses were then aggregated by the Office of Corporate Secretary without individual attribution and reviewed by the Independent Chairman as well as the committee chairs. The Independent Chairman then participated in one-on-one discussions with each of the other directors, during which they discussed the response summaries. The Independent Chairman reviewed the evaluation results with the full Board of Directors in February 2021. Following review, the Board and its committees identified various opportunities to strengthen the effectiveness of the Board’s practices, structures, competencies and communications. For example, in response to feedback discussed as part of the overall evaluation process, the Governance Committee made a change to the Board of Directors self-evaluation questionnaire to provide an additional, formal channel for the full Board to suggest topics for future Board-level education programming.

Committees of the Board of Directors

The Board has four standing committees, all of which are comprised of independent directors as defined in the New York Stock Exchange (“NYSE”) rules. The Board appoints committees to help carry out its duties and work on key issues in greater detail than is generally possible at Board meetings. Committees regularly review the results of their meetings with the Board. In 2020, the full Board held eight meetings and the interests and/standing committees held a total of 19 meetings.

Committee Composition

		Committee Memberships
Name	Independent	Audit	Compensation	Governance	Technology
Mark W. Begor
Mark L. Feidler
G. Thomas Hough
Robert D. Marcus
Siri S. Marshall(1)
Scott A. McGregor
John A. McKinley
Robert W. Selander
Melissa D. Smith
Audrey Boone Tillman(2)
Heather H. Wilson
Meetings held in 2020		5	4	6	4

	= Independent Chairman
	= Audit Committee Financial Expert
	= Committee Chair

(1)	Ms. Marshall will serve on the committees indicated through the 2021 Annual Meeting, but is not standing for re-election.
(2)	Ms. Tillman was appointed to the Board on February 3, 2021 and has not yet been appointed to serve on a committee.

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Committee Responsibilities

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

Audit Committee	•Direct authority to appoint, oversee, compensate and discharge our independent auditors
	•Reviews and pre-approves the services provided by our independent auditors and reviews the independence of that firm
	•Reviews our audited and unaudited financial statements, earnings press releases and financial information and discusses the same with our independent auditors and management
	•Reviews the integrity of our financial reporting process and the adequacy and effectiveness of our financial and information technology controls
	•Oversees our regulatory compliance program and administers our Code of Ethics and Business Conduct
	•Reviews our policies related to enterprise risk assessment and risk management
	•Oversees our internal audit function
	•Meets separately with the internal and external auditors to ensure full and frank communications with the Committee
	•In coordination with the Technology Committee, oversees risk management with respect to cybersecurity
Compensation Committee	•Approves and oversees our executive compensation programs and policies
	•Determines executive officer compensation and approves employee benefit and compensation plans
	•Considers the results of shareholder advisory votes on executive compensation matters and determines whether any changes may be warranted as a result
	•Oversees an annual risk assessment of our compensation programs
	•Monitors the effectiveness and funded status of our retirement and 401(k) plans
	•Advises management and the Board on succession planning and other significant human resources matters
	•Establishes and reviews compliance with the Company’s stock ownership guidelines
	•Reviews and approves the creation or revision of any clawback policy
	•Reviews the CD&A and other proxy statement disclosures related to executive compensation, and determines whether to recommend to the Board the inclusion of the CD&A in the proxy statement
Governance Committee	•Reviews director nominees and director independence
	•Reviews Board and committee organization, membership and function
	•Oversees an annual review of the effectiveness of the Board and its committees
	•   Monitors compliance with our Governance Guidelines and other corporate governance 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 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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Director Independence

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

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

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

Board Refreshment and Succession Planning

Board Refreshment

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

The Governance Committee and the Board actively seek new director candidates that can provide valuable guidance as we continue to focus on strengthening our core technology and security competencies and executing on our EFX2023 strategy. The Board believes that the additions of Heather Wilson in 2019, Melissa Smith in 2020 and Audrey Boone Tillman in 2021 provide our Board with additional broad-based executive leadership experience, as well as enhanced expertise in risk management, data and analytics, information technology and corporate governance.

The Board will continue to seek out highly-qualified director candidates as part of the Board succession plan to enhance the experience and diversity of our Board to align with our overall strategy.

Board Tenure and Succession Planning

Pursuant to our Bylaws and Governance Guidelines, we have a mandatory retirement age of 72, after which a director will not be elected or re-elected unless the Governance Committee and Board determine that the continued service of the director on the Board would be of benefit to the Company. Siri Marshall will reach the mandatory retirement age prior to our 2021 Annual Meeting and thus not stand for re-election. In order to effect a smooth transition and ensure adequate skill sets and expertise on the Board following Ms. Marshall’s departure, the Committee conducted an extensive director search process, with the assistance of an executive search firm, which ultimately led to the appointment of Audrey Boone Tillman in February 2021. With Ms. Tillman’s appointment, the Board sought to ensure that expertise in legal, regulatory and corporate governance matters are retained in view of Ms. Marshall’s scheduled retirement.

Since 2017, we have decreased the average tenure of our director nominees from 9.0 years to 5.1 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.

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Committee Tenure and Refreshment

The Governance Committee is responsible for reviewing the composition of the committees of the Board. In its review of committee composition, the Governance Committee considers the responses collected during the Board and committee annual self-evaluations, as well as the past experience and relevant skills of each director. The Governance Committee and the Board annually consider the composition of the committees of the Board to ensure each committee has the appropriate relevant mix of skills and experience. The Technology Committee, in particular, has experienced significant refreshment over the past few years.

 

Director Orientation and Continuing Education

 

Upon joining our Board, directors participate in an orientation program regarding our Company, including business operations, strategy, regulation,regulatory compliance, cybersecurity, governance and company policies. MembersUnder the Governance Committee’s oversight, we enhanced our director orientation program in 2019 to include additional direct participation by incumbent directors. In accordance with our orientation program, an incumbent member of our Board is designated to participate in the orientation process and conduct a one-on-one session with each new director. In addition to the onboarding process, members of senior management regularly present reports at Board meetings and review the operating plan and strategy of each of our business units and the Company as a whole, as well as provide periodic training sessions regarding regulatory compliance, cybersecurity, crisis management planning and governance issues. The Board also conducts periodic visits to our key facilities and Board members will 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. Following the 2017 cybersecurity incident, the Board implemented enhanced Board-level engagement with respect to data security education and crisis management planning, including in connection with our new director orientation program.

 

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. Following the 2017 cybersecurity incident, our previous CEO, Rick Smith, retired, and the Board appointed Paulino do Rego Barros, Jr. as interim CEO. The Board then began a search for a new permanent CEO, considering candidates both from within and outside the Company. The Board engaged an executive search firm to assist in connection with the search. As a result of the search, on March 27, 2018, the Board appointed Mark Begor as our new CEO effective April 16, 2018. Mr. Begor’s background, experience and qualifications are directly in line with the criteria the Board identified as critical as part of its CEO succession plan.

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. In lightOn February 4, 2021, we entered into a letter agreement with our CEO that amends certain terms of his original Employment Agreement. The letter agreement provides for a five-year term of employment, ending on December 31, 2025. This change in conjunction with those described under “CEO Employment Agreement” on pages 53-54 is intended to ensure Mr. Begor’s continued leadership and to further align realized pay with long-term shareholder value and the recent appointmentcontinued success of a new CEO, theour business strategy. The Compensation Committee will undertake refreshed succession and development plans, which will include continued practices such as monitoringmonitors each of the CEO’s direct reports for high potential internal CEO succession candidates, all of whom have ongoing exposure to the Board and are reviewed annually with the Board by the CEO and the Chief Human Resources Officer. The Compensation Committee and the Board also review the foregoing in executive session on a regular basis.

 

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HowHuman Capital Management

Our People

At Equifax, we believe knowledge drives progress. We Manage Riskblend unique data, analytics and technology to create insights that power decisions and enable people to live their financial best. This is brought to life by our 11,400 employees in 22 countries around the world who are passionately focused on our customers and consumers. In 2020, we promoted approximately 1,100 talented employees and hired 2,300 new team members as we continue to grow and transform our businesses around the world.

Our Values and Culture

 

We have a comprehensive enterprise-wide risk management (“ERM”) programare 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 applicationworld. Our work is guided by our purpose and our shared values. In 2020, we launched our refreshed values, contemporizing who we are, how we work and how we will act to fully realize and sustain our cloud data and technology transformation. Combined with our purpose, our values guide how we work together every day and form our relationships with customers, partners and shareholders. They are:

Inclusion and Diversity

Valuing diversity is at the heart of controls overour 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 following areas: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 a diverse workforce and inclusive culture. We are advancing this strategy through expanding our employee affinity networks around the world, hosting ongoing open dialogues to enhance understanding and mutual listening, targeted I&D training, cultural heritage celebrations, and linkages to community and financial inclusion initiatives. Further, consistent with our commitment to diversity, we have implemented diverse candidate slate requirements for higher level management roles.

 

•  operationalwww.equifax.com	EQUIFAX INC  |  2021Proxy Statement	•  reputational		•  data security
•  financial		•  technology		•  strategic
•  legal and regulatory compliance		•  privacy		•  other risks that could adversely affectour business28

The implementation and execution of our ERM program is supervised by the director of our internal audit department, with each business unit and corporate support unit having primary responsibility for assessing and mitigating risks within its respective areas of responsibility.

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

LINES OFDEFENSE

1.				2.				3.
	OPERATIONAL				RISK OFFICE				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 and manage risks.				The second line of defense provides risk oversight, which will be primarily conducted through the recently established Risk Office. The Risk Office will have a direct reporting line to the Board of Directors. The Risk Office will be responsible for establishing risk 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, will audit the effectiveness of the oversight of the second line of defense and perform direct audits of the first line of defense. Internal audit will be 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.

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Women comprise 30% of our Board nominees, and 10% are racially or ethnically diverse. Within our senior leadership team, 41% are women and 47% are leaders of diverse racial or ethnic backgrounds. In addition, three of our four business unit leaders are women or have diverse racial or ethnic backgrounds.

Workforce Health and Safety

In 2020, the COVID-19 pandemic had a significant impact on our people. The safety and wellbeing of our employees remains paramount, and we have taken extensive actions to care for our team members around the world, including:

•	ensured that no employees lost their roles or experienced furloughs due to COVID by actively shifting employees to other roles to protect full employment;
•	transitioned all non-essential employees to work from home early in the pandemic while extending and enhancing data security;
•	established rigorous social distancing, sanitization and restricted occupancy requirements for all worksites;
•	extended extra paid time off when person or family member under their care contracted COVID;
•	provided all employees globally an extra day of paid time off to support mental health and well-being; and
•	provided nearly 4,000 employees around the world who are not bonus eligible a special employee appreciation bonus.

Disclosure regarding our human capital management initiatives and our other ESG priorities can be found on our website at www.equifax.com/about-equifax/environmental-social-governance. We will continue to update shareholders and other stakeholders on these initiatives through regular updates to the website.

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Board Oversight of Risk

 

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

 

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

 

BOARD OF DIRECTORS
•	•Monitors our “tone at the top” and risk culture and oversees emerging strategicprincipal risks facing the Company
•	•On an annual basis, the Board performs an enterprise risk assessment with management to review the principal risks facing the Company and monitors the steps management is taking to map and mitigate these risks
	–	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,risks, and (ii) ethical, legal, privacy, data security (including cybersecurity), regulatory and other compliance risks

 

 

	Audit and Technology Committees Coordinate on Cybersecurity Risk Oversight As described above, the Audit Committee and Technology Committee coordinate on risk management oversight with respect to cybersecurity, including through quarterly joint committee meetings that cover the following topics:
	•	Regular reports from the internal audit department regarding the security and technology portions of the internal audit plan
	•	Regular reports from our CISO and CTO regarding the cybersecurity control environment, including remediation updates, compensating controls analyses and other recurring items
	•	Regular reports from our SVP for Enterprise Risk and Compliance regarding our risk and compliance program, including our compliance with obligations under agreements to settle litigation matters and certain federal and state government investigations arising out of the 2017 cybersecurity incident
	•	Periodic updates from the Chief Privacy and Data Governance Officer regarding developments related to our global privacy program

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2017 Cybersecurity Incident and Board OversightHow We Manage Risk

 

Under the Board’s leadership and oversight, prior to the cybersecurity incident, the Company had devoted significant resources to implementing and operatingWe have a comprehensive data securityenterprise risk management (“ERM”) program basedfocused on recognized industry standards and frameworks. The program consistedthe application of administrative, physical and technical safeguards that were regularly reviewed and enhanced givencontrols over the evolving cybersecurity threat environment. The safeguards included specialized personnel, extensive policies, workforce education and investments in technology-based capabilities and processes to identify and respond to vulnerabilities and other threats.

In connection with these efforts, we incurred significant costs and expect to incur additional significant costs as we take further steps to prevent unauthorized access to our systems and the data we maintain. Our continued security enhancement efforts are designed to both address the identified causes of the cybersecurity incident, and to position Equifax as an industry leader in cybersecurity going forward.following risk types:

 

The Company and the Board took a number of actions in the response to the 2017 cybersecurity incident to strengthen the Company’s cybersecurity posture and to enhance Board oversight:

•		Heightened Board-Level Engagement
operational		Since the cybersecurity incident was first reported to the Board, the Board and its committees have met over 75 times, in addition to numerous informal update sessions, reflecting the intense focus of the Board on matters related to the cybersecurity incident. We implemented enhanced Board-level engagement on cybersecurity, with heightened Board attention to cybersecurity risks and trends and the Company’s approach to managing those risks.
•		Broadened Technology Committee Responsibilities
reputational		The Board broadened the Technology Committee’s scope to specifically include oversight of cybersecurity and technology-related risks and management’s efforts to monitor and mitigate those risks. In addition, the Board structured the Technology Committee’s oversight of data in a manner more similar to the Audit Committee’s oversight of the Company’s financial risks. As contemplated under its revised charter, the Technology Committee will engage an independent cybersecurity expert in order to gather insight on •	data security and technology issues and assess security remediation efforts within the Company.
•		Formed Special Committee
financial		The Board formed a Special Committee in September 2017 to conduct an independent review of the cybersecurity incident, the Company’s response to it and all relevant policies and practices. See “Proxy Summary—How Equifax is Working to Regain Your Trust” on page 9 and “Review of Trading in Equifax Securities” on page 12.
•		Enhanced Cybersecurity Defenses
technology		We continue to take significant steps to enhance our data security infrastructure and defenses. These enhancements include new and improved technical controls and procedures, the additional use of outside third party experts as well as personnel changes. The personnel changes include hiring a new Chief Information Security Officer and adding other new security department personnel. •	strategic
•		Enhanced Risk Escalationlegal and Disclosure Controls
regulatory compliance		We enhanced our risk escalation processes to support rapid escalation and internal notification of cybersecurity incidents. We have also enhanced our disclosure controls and procedures and related protocols to specifically provide that cybersecurity incidents are promptly escalated and investigated and reported to senior management, and where appropriate, to the Board of Directors.
•		Implemented Changes to ERM Program
privacy		As noted above, we are in the process of implementing a new ERM framework based on the three lines of defense model for establishing effective checks and balances, which is used by leading financial institutions. •	other risks that could adversely affect our business

 

EQUIFAX INC. - 2018 Proxy Statement27We have implemented an ERM framework based on the “three lines of defense” model for establishing effective checks and balances, which is used by leading financial institutions.

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

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

 

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Related Person Transaction Policy

 

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

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

 

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

 

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

 

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

 

During 2017,2020, the Company was not a participant in any transaction or series of transactions in which the amount involved did or may exceed $120,000 in which any Related Person had or will have a direct or indirect material interest, other than the compensation arrangements (including with respect to equity compensation) described in “Executive Compensation” beginning on page 3035 and “Director Compensation” beginning on page 61.76.

 

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PROPOSALProposal 2

Advisory Vote to Approve Named Executive Officer Compensation

 

Summary

 

As we do each year, and as required by Section 14A of the Securities Exchange Act, we are seeking advisory shareholder approval of the compensation of our named executive officers (“NEOs”) as disclosed in the section of this Proxy Statement titled “Executive Compensation” beginning on page 30.35. This vote is commonly referred to as “say-on-pay.” Shareholders are being asked to vote on the following advisory resolution:

 

“RESOLVED, that the shareholders approve, on an advisory basis, the compensation of Equifax’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure shall include the Compensation Discussion and Analysis, the compensation tables, and any related material).”

 

Our 2017 executive compensation program alignedaligns closely with our performance and shareholder interests following the 2017 cybersecurity incident. Furthermore, we took actions and made changes to our compensation program in response to the incident.interests.

 

We continue to provide competitive pay opportunities that reflect best practices and strong governance standards (See pages 34-3540-42 for details)		•	The  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, for executives who have continued to drive operating performance and that the program demonstrates a commitment to strong corporate governance. Attracting and retaining the right talent remains a very high priority, and increased challenge, for us as we refocus our efforts following the cybersecurity incident
		•	The Committee establishes appropriate performance targets based on our strategic and operating plans, and achievementconsiders evolving market trends to ensure that the overall program aligns with the highest standards of targets in the prior year
		best practices. •	The Committee retains 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 CompanyCompany.
Our performance-basedCompensation Committee conducted a thoughtful review and designed our 2020 compensation programdemonstrated alignment to align with performance andshareholders’ interestsfollowing the 2017cybersecurity incidentstrategic initiatives and shareholder feedback (See page 32pages 42-51 for details)		•	In responsedesigning the 2020 compensation program, the Committee conducted a thoughtful review and made decisions after taking into consideration the ongoing evolution of our transformational business strategy and feedback from our shareholders. –  For the 2020 Annual Incentive Plan (AIP), the Committee: •   retained a cybersecurity performance measure as one of the metrics to evaluate the performance of all employees, including our NEOs •   achievement of the cybersecurity metric cannot increase the executive’s compensation, but failure to meet it will decrease the award –  For the 2020 Long-Term Incentive Plan, the Committee: •   significantly reduced target values for the long-term incentives as compared to the cybersecurity incident,enhanced LTI opportunities provided in 2019 •   reverted to the Board exercisedgeneral structure of the 2018 LTI program while retaining premium-priced options in lieu of traditional market-priced stock options, with exercise prices set at 110% and 120% of the fair market value of the stock

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Following the onset of theglobal pandemic and its negative discretionreview of our compensationprogram, the Committeeadded a COVID-19 leadershipobjective under the 2020 AIPbut otherwise retained theexisting performance metrics (See pages 42-51 for details)		•   Following the onset of the COVID-19 pandemic in March 2020, the Committee carefully and continuously monitored our 2020 compensation program structure and evaluated the impact of the various issues raised by the pandemic. •   After evaluation, in the second quarter of 2020, the Committee made an adjustment to eliminate approximately $1.3 millionrequire all AIP-eligible employees, including all of paymentsour NEOs, to add a performance objective designed to meet the unique business challenges presented by the pandemic. –  This new, COVID-specific objective was incorporated as an addition to the non-financial goals that comprise 20% of the overall AIP opportunity. •   The Committee determined that, other than the addition of the aforementioned COVID-specific AIP objective, no structural changes or adjustments to the metrics or goals of the program were necessary after evaluating the potential impacts of the pandemic, because the current program appropriately aligns pay and performance.
Our performance-basedcompensation program isdesigned to deliver payoutsthat align with performance (See pages 42-51 for details)		•   Awards to our NEOs under the 20172020 AIP
	paid out at or near maximum, reflecting our exceptional financial and operational performance in 2020, which led to significant value creation for our shareholders, despite the challenges and uncertainty caused by COVID-19. •	Because all LTI  75% of the long-term incentives granted to our CEO and other NEOs in 2020 is denominated in equity, it declined in value at least commensurate with stock price decline after the announcement. Further, because all LTIperformance-based and “at-risk”, meaning awards except RSUs are subject to performance and can result in no payout if threshold goals are not met or stock option exercise price is not exceeded, most award values declined even more precipitously:
		–	The 2016 performance share grant that measures three-year relative TSR was tracking below threshold (no payment) at December 31, 2017 and March 15, 2018
		–	The 2017 performance share grant that measures three-year relative TSR was tracking below threshold (no payment) at December 31, 2017 and between threshold and target (55% of target) on March 15, 2018
		–	The 2017 performance share grant that measures three-year cumulative Adjusted EPS was tracking below threshold (no payment) at December 31, 2017 and March 15, 2018
		–	Stock options granted in 2017 were underwater (exercise price above the stock price) as of December 31, 2017 and March 15, 2018
We made changes toour 2018 compensationprogram in response to the 2017 cybersecurity incident (See pages 44-45 for details)		•	The Compensation Committee added a cybersecurity performance measure to the 2018 AIP that can reduce, but not increase, payouts based on performance against our goals
		•	The Committee eliminated performance shares tied to three-year cumulative Adjusted EPS from the LTI to avoid any incentive to limit spending on cybersecurity
We enhanced ourClawback Policy (See pages 43-44 for details)		•	In March 2018, the Board adopted an enhanced compensation clawback policy that allows the Company to recover incentive compensation in the event of misconduct or failure of oversight that results in significant financial or reputational harmexceeded.

 

Board Recommendation

 

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

 

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

 

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

 

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EXECUTIVE COMPENSATIONExecutive Compensation

 

Compensation Discussion and Analysis

Quick Reference

 

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

 

Quick Reference	Page
		Page
Executive Summary		31
	36
How We Determine the Total Amount of Compensation		34
	40
Analysis of 20172020 Compensation Decisions		35
	42
Actions Taken with Respect to 20182021 Compensation		51
44Other Compensation Program Information		52

 

This CD&A discusses the compensation decisions for the NEOs listed in the Summary Compensation Table on page 4658 of this Proxy Statement. The NEOs are:

 

NEO		Position in 2017		Years in Position at End of 2017 (rounded)		Years of Service at End of 2017 (rounded)
Paulino do Rego Barros, Jr.		Interim Chief Executive Officer		<1		8
John W. Gamble, Jr.		Corporate Vice President and Chief Financial Officer		4		4
John J. Kelley III		Corporate Vice President, Chief Legal Officer and CorporateSecretary		5		5
Rodolfo O. Ploder		President, Workforce Solutions		2		14
Joseph M. Loughran III		President, U.S. Information Solutions		1		12
Richard F. Smith		Former Chairman and Chief Executive Officer (retired on September 26, 2017)		n/a		n/a

NEO		Position in 2020		Years in Position at End of 2020 (rounded)
Mark W. Begor		Chief Executive Officer		3
John W. Gamble, Jr.		Corporate Vice President and Chief Financial Officer		7
Rodolfo O. Ploder		President, Workforce Solutions		5
Bryson R. Koehler		Chief Technology Officer		3
Sid Singh		President, U.S. Information Solutions		2

 

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Executive Summary
2020 Financial Highlights
$4.1B	$6.97	39.0%	$189.5M
Revenue, an increase of 17.7% from 2019	Adjusted EPS*, an increase of 22% from 2019	One-year total shareholder return	Dividends paid to shareholders, consistent with 2019 levels

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

2020 Strategic and Operational Highlights

The foundation of our exceptional 2020 performance began in 2018 when we launched EFX2020, a three-year cloud technology, data and security transformation strategy to rebuild our organization from the ground up. In 2020, the last in our three-year plan, we completed the execution of each of our EFX2020 strategic imperatives: (i) operate as one Equifax team; (ii) drive growth; (iii) transform to cloud-native technology; (iv) instill a culture of customer centricity; (v) deliver market-leading data and analytics; (vi) invest to be the most consumer-friendly credit reporting agency; and (vii) become an industry leader in security. Our cloud data and technology transformation has repositioned Equifax as a global data, analytics and technology leader with industry-leading security.

A summary of our significant 2020 accomplishments is set forth below:

Strategic Priority	2020 Accomplishments
GROWTH	•  Achieved 17.7% consolidated revenue growth in 2020, with 23% revenue growth in 4Q20 •  Workforce Solutions business reached 51% year-over-year revenue growth and over $1.4 billion in annual revenue •  U.S. Information Solutions business grew adjusted revenue by 14.3% and delivered $1.5 billion in annual revenue* •  International business achieved annual revenue of $862 million and saw strong recovery in 4Q20, despite the significant negative impact of COVID-related lockdowns and economic impacts •  Global Consumer Solutions business continued its recovery with annual revenue of $345 million and 2% growth in our direct to consumer business, despite COVID-driven declines in our U.S. lead generation partner revenue •  Completed five acquisitions and investments and announced the acquisition of Kount, which will enhance our role in the $20 billion identity and fraud market •  Delivered 134 new products, with the majority built using our new cloud capabilities
CLOUD-NATIVE TECHNOLOGY	•  Made significant progress toward implementation of the Equifax Cloud, while delivering enhanced stability, speed, agility, new products and cost efficiencies •  Migrated over 50 billion records, 47,000 customers and over 1 million contributors to the Equifax Cloud •  Decommissioned 1,098 applications and rebuilt 710 more •  Made significant progress on the migration of our key U.S. credit database (ACRO) to the data fabric •  Closed 6 legacy data centers •  Launched first set of customers on Luminate Workbench, our cloud-native global fraud and investigation platform •  Continued to make significant progress in developing cloud-based expertise within our workforce
CULTURE OF  CUSTOMER CENTRICITY	•  Quickly responded to customer uncertainty in the COVID-19 environment by delivering over 180 webinars and launching 19 COVID-specific products •  Designed solutions in real-time to help businesses transform economic uncertainty into a better understanding of risk, which enabled them to make more confident decisions and help consumers when they needed it most •  Created a new role on our senior leadership team to focus on product and hired Cecilia Mao as our Chief Product Officer, responsible for accelerated development of products and agile use of platforms across the enterprise

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MARKET-LEADING D&A	•  Hosted Ignite Live, a free, virtual event to help businesses operate with confidence in an era of uncertainty •  Provided lenders, governments and consumers with more frequent and insightful data and analysis regarding the financial profile of consumers and small businesses throughout the COVID pandemic •  Continued to build our market-leading decisioning technologies and received 21 new patents, including two additional patents on our award-winning NeuroDecision technology •  Expanded role of our existing Chief Data & Analytics Officer to enhance the focus on innovation
CONSUMER FRIENDLY CRA	•  During the economic downturn of 2020, we focused on our commitment to “helping people live their financial best” and, with the initiatives described below, brought our purpose to life to help consumers who were negatively impacted during the pandemic and quarantine •  Provided U.S. consumers weekly free credit reports to better support them as they applied for loans and managed their finances •  Launched our COVID+ Credit Financial Resources Center, offering free monthly credit scores, along with guidance for consumers on how to manage their money during the pandemic •  Worked to help expand consumer access to credit by adding data assets from alternative sources, such as rent, telecommunications and utility
INDUSTRY LEADER IN SECURITY	•  Completed final year of our three-year transformation toward becoming an industry leader in security •  Activated leading crisis management processes to implement COVID-19 safety and security protocols while maintaining effective operations •  Deployed a new employee security scorecard globally, measuring and reinforcing key security behaviors around training and phishing and conducted annual security training for all employees and our Board •  Aligned our controls with the National Institute of Standards and Technology (NIST) Cybersecurity Framework and new NIST Privacy Framework •  Expanded our cloud assurance tools, increasing visibility into our cloud security posture and driving productive collaboration •  Hosted our inaugural Customer Security Summit, demonstrating our commitment to transparency and forward-looking emphasis on supply chain security •  Continued to improve our security program maturity as measured by independent third parties, which directly correspond to the cybersecurity performance measure included in our 2020 Annual Incentive Plan
ONE EQUIFAX TEAM	•  Took actions to promote the safety and wellbeing of our employees in response to COVID-19: –  Ensured no employees lost their roles or experienced furloughs due to COVID by actively shifting employees to other roles to protect full employment –  Transitioned all non-essential employees to work from home early in the pandemic –  Established rigorous social distancing, sanitization and restricted occupancy requirements for all worksites –  Extended extra paid time off when person or family member under their care contracted COVID –  Provided all employees an extra day of paid time off to support mental health and well-being –  Provided nearly 4,000 non-bonus eligible employees with a special appreciation bonus •  Expanded inclusion and diversity (I&D) initiatives: –  Made four new hires or promotions in senior leadership team roles filled by diverse candidates –  Established first Chief Talent and Diversity Officer position reporting directly to our CHRO –  Deepened commitment to employee affinity networks, ongoing I&D-focused training and cultural heritage celebrations •  Made over 2,300 new hires and approximately 1,100 promotions •  The Equifax Foundation committed over $1.9 million in charitable contributions, with over $840,000 in employee and director matching gifts

*	Adjusted revenue is a non-GAAP financial measure. Reconciliation of the Company’s non-GAAP financial measures to the corresponding GAAP financial measures can be found in Annex A to this Proxy Statement.

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Executive SummaryOur Incentive Programs Align Payouts with Financial Performance and Non-Financial Goals

 

Our Incentive Programs Tie Pay Outcomes to Our Financial Performance

The 20172020 compensation program metrics that were established in the first quarter of 2017 (prior to the discovery of the cybersecurity incident)2020 were:

Annual Incentive Plan (AIP) Opportunity

 

Plan Components:ANNUAL INCENTIVE PLAN (AIP) OPPORTUNITY	•	Financial Performance Measures: Corporate Operating Revenue (15%) and Corporate Adjusted EPS (65%)
	•	Individual Performance Measures: Individual Goals (20%)
	•	Certain of our NEOs had roles for portions of 2017 in which their AIP outcomes were tied to specific business unit-level financial goals as described under “Analysis of 2017 Compensation Decisions” on page 35
	Key Financial Performance Metrics:	•	Based on the Company’s attainment of objective, pre-established financial, individual and individualsecurity program performance goals.			Key Financial Performance Metrics •Corporate Operating Revenue from continuing operations increased 17.7% to $4.14 billion(1) •Corporate Adjusted EPS from continuing operations increased 22.4% to $6.99(1)
			Key Non-Financial Goals Individual goals were largely derived from our EFX2020 strategic priorities, plus a COVID-19 leadership goal added in the second quarter of 2020:
		– •   Drive growth •   Cloud-native technology •   Culture of customer centricity •   Market-leading D&A •   Consumer-friendly CRA •   Industry leader in security •   One Equifax team •   COVID-19 leadership
	Corporate Operating Revenue measures business growthCybersecurity Performance Measure •   The cybersecurity metric used in our 2020 AIP is the same measure used to assess the strength of our security program •   Achievement of the cybersecurity metric cannot increase an executive’s compensation, but failure to meet it will decrease the award by up to 25%
		–	Corporate Adjusted EPS measures the profitability of such growth*

Long-Term Incentive (LTI) Plan Opportunity

Plan Components:	•	Total shareholder return (TSR) performance shares (25%)
	•	Adjusted EPS performance shares (25%)
LONG-TERM INCENTIVE (LTI) PLAN OPPORTUNITY
	•	RSUs (25%)
Rewards stock performance on both an absolute basis and relative to companies in the S&P 500.	•	Stock options (25%)
Key Financial Performance Metrics:	•	Metrics For TSR performance shares,three-year cumulative TSRrelative 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 choiceschoices. •   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
	•	Adjusted EPS performance shares align with shareholder interests as highercumulative Adjusted EPS results in higher returns for shareholders as well as ensuring a correlation between performance and payouts

 

*(1)

Corporate Adjusted EPS for 2017 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 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 20172020 foreign exchange rates. Corporate Adjusted EPS is Adjusted EPS as shown in Annex A to this Proxy Statement and then further adjusted to add back expenses relatedbe stated in constant dollars at our budgeted 2020 foreign exchange rates. Because of these adjustments to Operating Revenue and Adjusted EPS, the 2017 cybersecurity incident.actual Corporate Operating Revenue and Corporate Adjusted EPS used for incentive management purposes are not the same as Operating Revenue and Adjusted EPS reported under our 2020 Performance Highlights above.

(2)

Certain of our NEOs had roles for 2020 for which their AIP outcome was tied to specific business unit-level financial goals, as described in further detail under “Analysis of 2020 Compensation Decisions” beginning on page 42.

 

Say-on-Pay Voting Results in 20172020

 

In determiningevaluating our executive compensation program, one factor our Compensation Committee considers is the results of the most recent annual shareholder advisory vote on executive compensation or “say-on-pay” vote. In 2017,At our 2020 Annual Meeting, approximately 95%91% of the votes cast approved our executive compensation program. Following our 2020 Annual Meeting, the Committee continued to review our compensation program which alignedand practices and how they align with our expectations based on feedback gathered in our conversations with investors. The Committee initially continued its general approach to executivecore compensation for 2017. However, following the cybersecurity incident, the Committee re-evaluated our compensationphilosophy, recognized market best practices and talent needs. We also held direct conversations with our shareholders regarding the importance of continuing to link compensation to our operating objectives and to the enhancement of shareholder value after the incident. We describe on pages 44-45 the changes we made to our executive compensation program based on this input from shareholders.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.pay that ensures alignment between management and shareholder interests.

 

 

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Decline in Value of Incentives Demonstrates Intended Link to Performance

Our performance-based executive compensation program operated as designed to align executive pay with performance. Following the public announcement of the cybersecurity incident, the value of LTI awards declined significantly, consistent with our strong performance-based program design:

•	Because all LTI is denominated in equity, it declined in value at least commensurate with stock price decline after the announcement. Further, because all LTI awards except RSUs are subject to performance and can result in no payout if goals are not met or stock option exercise price is not exceeded, most award values declined even more precipitously:
	–	The 2016 performance share grant that measures three-year relative TSR was tracking below threshold (no payment) at December 31, 2017 and March 15, 2018
	–	The 2017 performance share grant that measures three-year relative TSR was tracking below threshold (no payment) at December 31, 2017 and between threshold and target (55% of target) on March 15, 2018
	–	The 2017 performance share grant that measures three-year cumulative Adjusted EPS was tracking below threshold (no payment) at December 31, 2017 and March 15, 2018
	–	Stock options granted in 2017 were underwater (exercise price above the stock price) as of December 31, 2017 and March 15, 2018
•	The value of the 2015 equity grant nonetheless exceeded the target value of the grant award due to significant long-term TSR outperformance which exceeded late 2017 share price declines. The Compensation Committee did not have discretion to reduce or eliminate these payouts

The table below compares the value of the 2017 AIP and outstanding LTI awards as of September 1, 2017 (prior to announcement of the cybersecurity incident) to the value of such awards as of December 31, 2017:

 

(1)

The table above reflects the following: (i) outstanding AIP and LTI compensation values for all NEOs except the former CEO; (ii) value for 2017 AIP as of September 1, 2017 assumes each NEO would have attained “achieves expectations” for his individual results and is based upon expected 2017 financial results as of such date; (iii) value for TSR performance shares assumes payout at the relative performance level achieved as of the applicable date; and (iv) value for Adjusted EPS performance shares assumes payout based on expected achievement of the performance measure as of the applicable date.

Compensation Actions Taken In Response to Cybersecurity Incident

Following the 2017 cybersecurity incident, the Company’s main goal for 2018 is rebuilding the trust of consumers, shareholders, customers and other stakeholders. As a leading global provider of information solutions and human resources business process outsourcing services for businesses, governments and consumers, we know how important it is that we protect the data with which we are entrusted. Our Compensation Committee and full Board determined it was appropriate to take the following compensation actions following the cybersecurity incident:

•	Eliminated 2017 Annual Incentive Compensation. Notwithstanding the achievement of corporate and business unit financial goals, the Board exercised negative discretion and determined that our NEOs would not receive any payout under the 2017 AIP.(See pages 37-38 for details)
•	Adopted Enhanced Clawback Policy. In March 2018, the Board adopted an expanded compensation recovery and recoupment policy. Under the revised policy, the Board may recover incentive compensation awarded to employees in the event of misconduct or failure of oversight that results in significant financial or reputational harm.(See pages 43-44 for details)
•	Made Changes to 2018 Compensation Program. Following a thorough review and taking into account the cybersecurity incident, the Compensation Committee decided to make changes to the executive compensation program for 2018:
	–	The Committee added a cybersecurity performance measure as one of the metrics to evaluate performance of executives under the 2018 AIP. Achievement of this cybersecurity metric cannot increase the executive’s compensation, but failure to meet it will decrease the award.(See pages 44-45 for details)
	–	The Committee changed the 2018 LTI award mix to consist of performance shares tied to three-year relative cumulative TSR (weighted 50%), stock options (25%) and time-based RSUs with a three-year cliff vesting schedule (25%). The Committee eliminated the performance shares tied to three-year cumulative Adjusted EPS to avoid any incentive to limit spending on cybersecurity.(See pages 44-45 for details)

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Shareholder Outreach and 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 shareholderthis feedback in its review of our compensation program, as well as compensation plan and benchmarking advice from its independent compensation consultant.

 

In addition to our regular Board-directed shareholder engagement program, followingFollowing the September 2017 announcement2020 Annual Meeting, members of the cybersecurity incident wemanagement, together with Independent Chairman Mark Feidler for certain conversations, conducted investor outreach meetings with shareholdersinvestors representing approximately 55%47% of our shares. Non-Executive Chairman Mark FeidlerDuring these meetings, shareholders described their priorities and Governance Committee Chair Siri Marshall participated in one-on-one investor meetings, during which we discussedprovided constructive feedback to our management team regarding various topics, including our 2020 executive compensation program. Our shareholders expressed support for our core compensation program, including the cybersecurity incident, the Board’s oversightuse of performance-based equity award structures to drive alignment of the Company’s responseinterests of our NEOs and remediation efforts and corporate governance and executive compensation, among other issues. In response to feedback fromshareholders. Our shareholders we adopted an enhanced clawback policy including a financial and reputational harm standard and added a cybersecurity performance measure as onealso expressed support for the elimination in 2020 of the metricsenhanced LTI opportunities provided in 2019 and the discontinuation of adjustments to evaluate performance of executives under the 2018 Annual Incentive Plan. See “Policies on Clawback of Incentive Compensation” on pages 43-44 for more discussion on the enhanced clawback policy.

As part of our shareholder engagement program, we discuss a range of topics with investors, including executive compensation. During 2016, the Compensation Committee had undertaken a holistic review of our LTI program. After taking into account shareholder feedbackexclude costs related to consider an additional LTI performance measure, the Committee had changed the 2017 LTI award mix to consist of performance shares tied to three-year relative cumulative TSR (weighted 25%), performance shares tied to three-year cumulative Adjusted EPS (25%), stock options (25%) and time-based RSUs with a three-year cliff vesting schedule (25%).

Following the 2017 cybersecurity incident the Compensation Committee undertook another comprehensive review of our short- and long-term incentive compensation program with the assistance of its independent compensation consultant. The Committee took into consideration the perspective of our shareholders, many of whom were supportive of our efforts to ensure our compensation program provides appropriate incentives for executives with responsibility for managing data security. The Committee also considered shareholder feedback regarding the appropriate LTI metrics for the Company’s programwhen calculating Adjusted EPS beginning in view of the cybersecurity incident. Following this review, the Committee made certain design changes for 2018 that took into account shareholder feedback. These design changes are discussed on pages 44-45 under “Actions Taken with Respect to 2018 Compensation.”2021.

 

Based on shareholder recommendations, we continue to enhance our proxy disclosures regarding changes to executive compensation programs. Going forward, theThe 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 driveare used to determine the NEOs’ shortshort- and long-term incentive compensation.

 

Compensation Best PracticesProgram Highlights

 

What We DoExecutive Compensation Philosophy

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

2020 Target Pay Mix

As illustrated in the chart below, the Company emphasizes long-term equity awards and annual performance-based cash incentives so that a majority of each executive’s total compensation opportunity is linked directly to the Company’s stock price or otherwise tied to performance. For 2020, 86% of total direct compensation for our CEO and an average of 73% for the other NEOs was in the form of variable, at-risk pay, and 75% of long-term incentive awards for our CEO and our other NEOs was in the form of performance-based compensation (performance shares and premium-priced stock options).

*	Percentages calculated based upon actual base salary, target annual incentive and the target grant date value of long-term incentive awards.

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Compensation Best Practices
Independent Compensation Committee advised by independent compensation consultant   Strong emphasis on performance-based compensation, with 68% of the CEO’s total target pay performance-based and 86% of the CEO’s total target pay considered “at-risk”   Added a cybersecurity metric to 2018 Annual Incentive Plan  For our CEO, 84% of his variable, at-risk pay is comprised of long-term incentives; for our other NEOs, 70% of their variable, at-risk pay is comprised of long-term incentives   Double-trigger change-in-control cash severance benefits Double-trigger vesting of equity awards upon a change in control Mix of short-term and long-term incentives and performance metrics   Capped annual and long-term performance-based awards   No re-pricing  Adopted change in control severance plan for executive officers, which eliminated excise tax gross-ups and reduced payments in connection with a change in control   Double-trigger change in control cash severance benefits and vesting of underwater stock optionsequity awards		No income tax gross-ups other than for certain relocation or foreign tax expenses   Enhanced compensation clawback policy with financial and reputational harm standard, including in supervisory capacity   Anti-hedging and -pledging policy for officers and directors Independent Compensation Committee advised by independent compensation consultant No excise tax gross-ups for new change-in-control agreements No income tax gross-ups other than for relocation or foreign tax expenses   Meaningful share ownership requirements for senior officers     Anti-hedging and -pledging policy for directors, officers and other employees   Implemented policy prohibiting CEO and other senior executives from purchasing or selling Equifax securities except pursuant to a Rule 10b5-1 trading plan   No re-pricing of 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 42 and “Compensation Consultant Services and Independence” on page 43.

Typical Compensation Elements and Objectives

 

Element		Objectives
Base Salary	•	• Provides competitive pay to attract and retain experienced and successful executives and to attract executivesfrom companies larger than ourselves with the requisite experience to create scalable processes necessary to drivesignificant growth
Annual IncentivePlan (AIP)	•	• Encourages and rewards valuable contributions to our annual financial and operational performance objectives
•	Designed to reward high performance and achievement of corporatefinancial, individual and individualsecurity program goals by key employees,including our NEOs
Long-TermIncentive Plan (LTI)	•	• Rewards stock performance on both an absolute basis and relative to peers
•	companies in the S&P 500 TSR–  Total shareholder return ("TSR") performance shares provide a comprehensive and relevant comparison for our share price performance as ana member of the S&P 500 Index member
•	Adjusted EPS performance shares granted in 2017and also align with shareholder interests, as higher cumulative AdjustedEPSTSR results in higher returns for shareholders –  Premium-priced stock options tighten the link between our LTI compensation and links pay with performancecreation of shareholder value by ensuring that executives receive gains only after a preferred return is first delivered to investors –
	•	RSUs  Restricted stock units ("RSUs") are time-vested and primarily encourage retention and alignment with long-term shareholder interests
	•	Stock options are time-vested and provide value only to the extent our stock price increases, thereby aligningexecutives’ interests with those of shareholders
RetirementBenefits	•	• Provide post-retirement security. Such benefits directlysecurity and reward continued service and indirectly reward individualperformance
Limited Perquisites	•	• For a discussion of the business objectives for providing limited perquisites, and the details of  perquisites provided, see page 4153
Provision ofChange in ControlChange-in-ControlProtectionProtection	•	• For a discussion of the business objectives for providing change-in-controlchange in control protection, and the details  of change-in-controlchange in control protection provided, see pages 41-4254-55 and 54-59pages 73-74

 

Compensation Design Process

Role of the Compensation Committee and Management in Determining Executive Compensation

The Compensation Committee reviews and makes decisions about executive compensation, including the amount of base salary, short-term incentives and long-term incentives awarded to our NEOs. Our CEO and other executives may assist the Committee from time to time in its evaluation of compensation elements or program design or by providing mathematical calculations, historical information, year-over-year comparisons and assessments of performance and potential. In addition, for the 2020 Annual Incentive Plan, the Committee considered recommendations from members of management concerning the financial performance measures, the performance metric related to cybersecurity and the addition of an objective designed to meet the unique business challenges presented by the COVID-19 pandemic. The Compensation Committee also considers recommendations from its independent compensation consultant and

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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-management members of the Board. The CEO annually reviews the performance of each executive officer who reports to him, including the NEOs. The conclusions reached and recommendations made 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 the authority to engage advisors to assist it in fulfilling its responsibilities. The Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”), a nationally-recognized executive compensation consulting firm, to provide advice with respect to 2020 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 2020, FW Cook assisted the Committee in determining appropriate levels of compensation for the CEO and other executive officers for 2020, advising on the construct of variable incentives and assisting the Committee in evaluating performance goals.

Benchmarking Process and Use of a Peer Group

 

We considerPeer Group Used for Compensation Purposes

The Compensation Committee considers market pay practices and ourthe Company's relative size and performance versus peers when setting target pay opportunities for our executives, in addition to evaluations of individual performance. The Compensation Committee uses benchmarking as one of several inputs for decision-making with respect to setting competitive executive pay levels.

 

In 2017, weFor 2020, the Company conducted a detailed market review of executive pay to evaluate each element of pay competitiveness, reviewed the pay practices of ourits peers and the broader market, and compared performance against market data as described below. This analysis was discussed and reviewed by the Compensation Committee with its independent compensation consultant. Two primary types of market data were used to compile this analysis:

 

•

GeneralRelevant industry data, focusing on data from those companies similar in size to the Company, was drawn from the Aon Hewitt Total Compensation by Industry database,Willis Towers Watson U.S. General IndustryHigh Tech Executive DatabaseCompensation Survey Database. The Compensation Committee utilizes this broad-based, third-party survey data to gain a general understanding of the current compensation practices and trends in the Mercer Benchmark Database.market. Competitive market practice is only one of several factors considered by the Compensation Committee when approving the elements and amounts of compensation awarded to senior executives.

 

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•

Peer group proxy datafor long-term incentives (and, for is used in benchmarking CEO pay and executive pay programs. For purposes of the CFO only, for base salary)2020 compensation program, data was drawn from available proxy statements and public reports for the following 1317 publicly-held companies (which we refer to as our “peer group”):companies:

 

Alliance Data Systems Corp.	Fidelity National Financial, Inc.	Intuit Inc.
AutomaticFirst Data Processing Inc.	Fidelity National Information Services, Inc.	Moody’s Corp.
CGI Group Inc.	Fiserv Inc.Corporation*	Paychex, Inc.
DSTBlack Knight, Inc.	Fiserv, Inc.	Total System Services, Inc.*
Broadridge Financial Solutions, Inc.	Gartner, Inc.	TransUnion
CoreLogic, Inc.	Global Payments, Inc.	Verisk Analytics, Inc.
FactSet Research Systems, Inc.	FTI ConsultingJack Henry & Associates, Inc.	The Western Union Co.Worldpay, Inc.*
Dun & Bradstreet Corp.Fidelity National Information Services	Moody’s Corporation

 

*	Entity acquired in 2019 in connection with industry consolidation.

The Compensation Committee selected this

These companies were chosen for the Company's peer group primarily based upon criteria such asbecause they are similarly-sized companies against which we compete directly or indirectly for capital, executive talent and, in some cases, business. Because there were no publicly held, stand-alone direct U.S. competitors across all of our businesses at the time of the survey, we focused on similarly complex companies that compete with us in a significant aspect of our business, have similar customers, or are in the business ofproviding data and analytics-based business solutions delivered through technology. Industries represented by thesetechnology and are representative of the labor market in which we compete for executive talent. The revenues of the companies included information and delivery systems, publishing, specialized finance, information technology consulting services, data processing, outsourced services and application software. The group was unchanged for 2017 as compared to 2016. The Committee began reevaluating thein this peer group in 2017 and will continue its review during 2018.generally range from 1/3x to 3x the Company's revenue.

 

EQUIFAX INC. - 2018 Proxy Statement 34In September 2020, following annual review and based on the recommendations of its independent compensation consultant, the Committee revised its peer group for 2021 and thereafter to remove First Data Corporation, Total System Services, Inc. and Worldpay, Inc. due to industry consolidation and to add Fair Isaac Corporation (“FICO”). FICO was chosen as a similar business of reasonably similar scale and complexity.

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Peer Group for Performance Shares

 

The 2020 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. Therefore, the Compensation Committee uses the companies in the S&P 500 Index (of which we are a member) as the comparatorcomparative group for that purpose.

 

Use of “Tally Sheets” and Wealth Accumulation Analysis

 

In 2017,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.decisions and to evaluate retention risk. Tally sheet review in 2020 did not lead to any specific compensation program changes.

 

Other Factors Considered in Setting Pay Opportunities for NEOs

 

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

Analysis of 20172020 Compensation Decisions

 

2017 Former CEOContext for 2020 Compensation Decisions

 

On September 26, 2017, Mr. Smith retired as CEO and ChairmanAt our 2019 Annual Meeting, approximately 86% of the Board. See “Potential Payments Upon Termination or Change In Control” on pages 54 and 57 for a discussionvotes cast approved our executive compensation program. During our subsequent off-season engagement (September 2019 to February 2020), shareholders representing approximately 60% of his separation arrangements.

 

In 2017, Mr. Smith’s base salary and target annual incentive opportunity remained unchanged from 2016. His base salary was $1,450,000 and his target annual incentive opportunity was 105% of his base salary. In connection with his retirement, the Company and Mr. Smith agreed that he would not receive a payout under the 2017 AIP. Mr. Smith’s 2017 target LTI award (approved in February 2017) was $8,120,500, compared to $7,651,500 in 2016, reflecting an increase in his LTI opportunity corresponding to the constant sample general industry market movement for total compensation for chief executive officers in the Aon Hewitt Total Compensation Measurement database.

2017 Interim CEO Compensation

On September 26, 2017, Mr. Barros was appointed as our interim Chief Executive Officer. The Compensation Committee approved adjustments to his compensation package to reflect the changed scope of his role. During the period of time he serves as interim Chief Executive Officer, he receives a monthly cash payment of $25,000 in addition to his existing $470,000 annual base salary. When he became interim CEO, he continued to participate in the AIP with a target opportunity of 60% of his modified base salary with a maximum payout of 120% of salary. He also received a one-time appointment grant of $1.5 million in time-vested RSUs which vest three years from the grant date. Mr. Barros’s existing special cash incentive opportunity of $500,000, for which he became eligible upon assuming the role of interim Chief Executive Officer, will be paid on April 16, 2018.

Prior to his appointment as interim Chief Executive Officer, Mr. Barros served in two other senior leadership roles during 2017, and his AIP opportunity was linked to the performance targets specific to those roles. While in both roles, he participated in the LTI program for our Senior Leadership Team, and received an annual equity grant in February 2017 consisting of TSR performance shares, Adjusted EPS performance shares, time-vested RSUs and stock options. He received a base salary increase of 3.5% effective February 18, 2017. As President—U.S. Information Solutions (“USIS”) from January 1, 2017 to June 30, 2017, he participated in the AIP for the USIS business unit. As President—Asia Pacific from July 1, 2017 to September 25, 2017, he participated in Business Unit Plan for the International business unit.

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2017 Other NEO Compensation

our outstanding shares described their priorities and provided constructive feedback to our management team regarding our executive compensation program. Our shareholders expressed support for our core compensation program, including the use of performance-based equity award structures to drive alignment of the interests of our executives and shareholders.

 

In February 2017,2020, in response to shareholder feedback and the CompensationCommittee’s review of our executive compensation program, the Committee tooksought to ensure that the following actions with respect2020 compensation program reflected key business priorities and the Company-wide focus on data security, while also ensuring that the Company could attract and retain talented employees in order to 2017 compensationcreate value for shareholders and provide appropriate incentives for executives managing those data security efforts. Among other things, the Committee retained a cybersecurity performance measure as a metric under the 2020 AIP. For the 2020 LTI program, the Committee significantly reduced target values for the NEOs other thanlong-term incentives as compared to the former CEOenhanced LTI opportunities provided in 2019 and interim CEO:reverted to the general structure of the 2018 LTI program while retaining premium-priced options in lieu of traditional market-priced stock options. The 2020 compensation program is described in detail below.

 

•	Base Salary. Mr. Gamble received a base salary increase of 4.5% effective February 18, 2017. Mr. Kelley received a merit increase in the form of a lump sum payment in the amount of 4.5% of his base salary, which was paid on March 3, 2017. Mr. Loughran received a base salary increase of 18.8% effective February 18, 2017 in connection with his rotation into a business unit leader role. Mr. Ploder received a merit increase in the form of a lump sum payment in the amount of 4.5% of his base salary, which was paid on March 3, 2017.
•	2017 AIP Opportunities. The target annual cash incentive opportunities for 2017, expressed as a percentage of base salary earned, were unchanged from 2016 for the NEOs. Due to the cybersecurity incident, the 2017 AIP payouts were eliminated.
•	2017 LTI Opportunities. 2017 long-term incentive opportunities were informed by market data, individual performance and internal equity. Mr. Smith took 2016 individual performance and the market data into account in recommendations for Compensation Committee approval of the 2017 awards for the other NEOs.

20172020 Annual Cash Incentive Structures and Outcomes

 

Summary

Despite the achievement of corporate and business unit financial goals, no annual cash incentive awards were paid to our NEOs with respect to 2017 performance due to the cybersecurity incident.

 

Annual cash incentive awards are designed to reward the achievement of near-term business goals. In addition to financial metrics, annual incentive awards are based on an assessment of individual leadership qualities and contributions toward the achievement of business and strategic goals. For 2020, the Compensation Committee retained a cybersecurity performance measure as one of the metrics under the AIP.

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

 

The 20172020 corporate financial performance goals for the NEOs with Company-wide responsibilities were based on Corporate Adjusted EPS (used to measure profitability) and Corporate Operating Revenue (used to measure top line business growth). We refer to this as the Corporate Plan. The financial goals for business unit leaders were focused primarily on relevant business unit revenue and operating income performance (used to measure business unit growth and profitability), as well as Corporate Adjusted EPS (to emphasize profitability of the Company as a whole). We refer to these as Business Unit Plans.

 

In the second quarter of 2020, following consideration of the challenges raised by the COVID-19 pandemic and potential impact on the compensation program, the Committee made an adjustment to the 2020 AIP to require all AIP-eligible employees, including our NEOs, to establish an additional individual objective designed to meet the unique business challenges presented by the pandemic. This new, COVID-specific objective was incorporated as an addition to the non-financial goals that comprise 20% of the overall AIP opportunity. The Committee otherwise determined that the targets set at the beginning of 2020 remained appropriate despite being set prior to knowing the full impact of the pandemic.

Establishment of Corporate-Level Financial Goals

 

The Compensation Committee established corporatecorporate-level financial goals required to earn a cash incentive award for 20172020 in a manner that was designed, within reasonable limits, to encourage achievement that exceeds target goals and penalize underachievement. The financial goals under our compensation program are established with reference to our annual operating budget, which is approved by the Board. We set challenging but achievable goals, including maximum payout opportunities requiring exceptional performance, for the Company and our executives in order to drive the achievement of our short- and long-term objectives. As noted above, our 2020 AIP financial goals were established prior to the global outbreak of the COVID-19 pandemic.

In 2017, Messrs. Smith, Gamble and Kelley were participants insetting the Corporate Plan. For the portions of 2017 that Mr. Barros served as interim CEO (September 26, 2017 to December 31, 2017) and Mr. Loughran served as Chief Marketing Officer (January 1, 2017 to June 30, 2017), they were participants in the Corporate Plan and their performance goalslevels for each corporate-level financial goal under the 2020 AIP, were solely corporate-levelthe Compensation Committee considered the Board’s review and approval of our 2020 operating budget, our 2020 financial goals.outlook and our EFX2020 strategy, taking into account the initiatives to be implemented in 2020. In particular, the Compensation Committee considered:

•	the significant increase in budgeted normal course security and technology expenses in 2020 compared to 2019;
•	the projected year-over-year impact of foreign exchange rates in 2020;
•	anticipated business unit growth trends for 2020; and
•	the impact of redundant system cost in 2020 compared to 2019 related to higher (i) depreciation and amortization and (ii) cloud expense due to technology-related investments.

 

The 2020 target levels for Corporate Operating Revenue and Corporate Adjusted EPS were set above 2019 actual results. The Compensation Committee believes these levels are sufficiently challenging to motivate executives to achieve performance that supports long-term shareholder value.

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The 2020 corporate-level financial goals under the AIP were as follows:

 

Performance Measure(1)

Weight

Threshold (25% payout)

Target (100% payout)

Maximum (200% payout)

Weight (%)

Threshold (25% payout)

Target (100% payout)

Maximum (200% payout)

Corporate Adjusted EPS

65%

$5.52

$6.00 (8.7% above Threshold)(2)

$6.20 (12.3% above Threshold)(3)

65

$5.20

$5.75 (10.6% above Threshold)(2)

$5.96 (14.6% above Threshold)(3)

Corporate Operating Revenue

15%

$3.161 billion

$3.382 billion (7.0% above Threshold)(2)

$3.505 billion (10.9% above Threshold)(3)

15

$3.465 billion

$3.724 billion (7.5% above Threshold)(2)

$3.855 billion (11.3% above Threshold)(3)

 

(1)	Corporate Adjusted EPS for 2017 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 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 20172020 foreign exchange rates. Corporate Adjusted EPS is Adjusted EPS as shown in Annex A to this Proxy Statement and then further adjusted to add back expenses relatedbe stated in constant dollars at our budgeted 2020 foreign exchange rates. Because of these adjustments to Operating Revenue and Adjusted EPS, the 2017 cybersecurity incident.
	actual Corporate Operating Revenue and Corporate Adjusted EPS used for incentive management purposes are not the same as Operating Revenue and Adjusted EPS reported under our 2020 Performance Highlights above.
(2)	Based on our publicly-disclosed strategic goals, long-term financial objectives and performance expectations for 2017.
	2020.
(3)	Set based on our most challenging “stretch” goals for 2017.2020.

 

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Payouts for achievement between threshold and target, and between target and maximum, are determined based upon straight line interpolation. Pursuant to the terms of the AIP, awards are subject to the Committee’s authority to reduce awards through the exercise of its negative discretion and an individual award limit of $5 million.See “—Elimination of 2017 Annual Incentive Awards” below for a description of the Board’s use of this negative discretion with respect to 2017 AIP awards.

 

Establishment of Business Unit-Level Financial Goals

 

The Compensation Committee established a Business Unit Plan for the USIS, Workforce Solutions, USISGlobal Consumer Solutions and International business units. The Compensation Committee establishesestablished business unit-level financial goals required to earn a cash incentive award for 20172020 in a manner designed, within reasonable limits, to encourage achievement that exceeds target goals and penalizes underachievement. Each Business Unit Plan included a corporate-level financial goal (Corporate Adjusted EPS) at a 30% weighting.

 

For the portions of 2017 that Mr. Barros served as President–USIS (January 1, 2017 to June 30, 2017) and President–Asia Pacific (July 1, 2017 to September 25, 2017), he participated in the Business Unit Plan for the applicable business unit. For the portions of 2017 that Mr. Loughran served as President–USIS (July 1, 2017 to December 31, 2017), he participated in the Business Unit Plan for the USIS business unit.In 2020, Mr. Ploder participated in the Business Unit Plan for the Workforce Solutions business unit and Mr. Singh participated in the Business Unit Plan for the USIS business unit.

 

The 20172020 business unit objectives for Mr. Barros (during the portion of 2017 he participated in a Business Unit Plan), Mr.Messrs. Ploder and Mr. Loughran (during the portionSingh are set forth below. The 2020 target levels for each of 2017 he participated in a Business Unit Plan)these business unit objectives were established as follows:set above 2019 actual results.

 

EWS Plan—Performance Measures

Weight (%)

Threshold (25% payout)

Target (100% payout)

Maximum (200% payout)

Corporate Adjusted EPS

30

$

5.20

$

5.75

$

5.96

EWS Operating Revenue

30

$

949.7 million

$

1.035 billion

$

1.071 billion

EWS Operating Income

20

$

407.2 million

$

452.8 million

$

480.3 million

Threshold

Target

Maximum

Workforce Solutions Plan—Performance Measures

Weight

(25% payout)

(100% payout)

(200% payout)

Corporate Adjusted EPS

30%

$5.52

$6.00

$6.20

Workforce Solutions Operating Revenue

30%

$716.0 million

$771.6 million

$799.6 million

Workforce Solutions Operating Income

20%

$318.4 million

$342.3 million

$362.9 million

Threshold

Target

Maximum

USIS Plan—Performance Measures

Weight

(25% payout)

(100% payout)

(200% payout)

Weight (%)

Threshold (25% payout)

Target (100% payout)

Maximum (200% payout)

Corporate Adjusted EPS

30%

$5.52

$6.00

$6.20

30

$

5.20

$

5.75

$

5.96

USIS Operating Revenue

30%

$1,206.2 million

$1,264.4 million

$1,310.2 million

30

$

1.268 billion

$

1.355 billion

$

1.403 billion

USIS Operating Income

20%

$517.3 million

$556.3 million

$589.7 million

20

$

468.3 million

$

514.5 million

$

550.2 million

Threshold

Target

Maximum

International Plan—Performance Measures

Weight

(25% payout)

(100% payout)

(200% payout)

Corporate Adjusted EPS

30%

$5.52

$6.00

$6.20

International Operating Revenue

30%

$829.3 million

$896.4 million

$928.9 million

International Operating Income

20%

$157.6 million

$169.4 million

$179.6 million

 

EstablishmentEvaluation of Individual NEO Performance Objectives

 

Individual personalobjectives for our NEOs and other members of the senior leadership team are typically developed in the first quarter of each year, in connection with the preparation of the Company’s business plan and overall strategy. Individual AIP objectives are specific to each executive officer positionNEO but also intended to support our enterprise-wide initiatives. The 2020 performance objectives for each of our NEOs, which were established in the first quarter of 2020, are set forth on pages 46-48 and in 2017, included:reflect our focus on the following:

 

•	execution on our EFX2020 cloud technology, data and security transformation strategy;
•	strategic growth through new product innovation, technology and analytical services, product synergies, acquisitions that provide greater geographic diversity and expansion of data sources;

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•	development of scalable processes, leveraging applications and managing expenses to ensure expense growth does not exceed revenue growth; and
•	non-financial goals that are important to the Company’s success, including objectives related to data security and enterprise risk management, as well as people-related objectives such as talent management and demonstrating leadership through behavior consistent with our values, and any other business priority.Company values.

 

Personal objectives forIn the NEOs and other senior management were set atsecond quarter of 2020, following consideration of the start of 2017 and approvedchallenges raised by the CEO. Typically atCOVID-19 pandemic and potential impact on the compensation program, the Committee made an adjustment to the 2020 AIP to require all AIP-eligible employees, including our NEOs, to establish an additional individual objective designed to meet the unique business challenges presented by the pandemic. This new, COVID-specific objective was incorporated as an addition to the non-financial goals that comprise 20% of the overall AIP opportunity. The COVID-specific goal established for each of our NEOs is set forth on pages 46-48. The Committee determined that, other than the addition of the aforementioned COVID-specific AIP objective, no structural changes or adjustments to the metrics or goals of the compensation program were necessary after evaluating the potential impacts of the pandemic, because the current program appropriately aligns pay and performance.

Following the end of the fiscaleach year, the CEO uses his judgment to evaluateevaluates the performance of the other NEOs, against their personal objectives, taking into account performance for the just-completed fiscal year versus predefined commitments for the fiscalsuch year, as well as any unforeseen financial, operational and strategic issues of the Company, and any other relevant information. These performance evaluations are subject to the review and approval of the Compensation Committee, which also evaluates the performance of the CEO in a similar manner, with input from the full Board.

For the 2017 fiscal year,2020, the plan structure set individual performance rating categories and award opportunities at needs improvement (no individual performance award), achieves expectations (award at 100% of Target), exceeds expectations (award at 150% of Target) and distinguished (award at 200% of Target).

 

EliminationCybersecurity Performance Measure

In 2020, the Compensation Committee retained a cybersecurity performance measure as one of 2017 Annual Incentive Awardsthe metrics under the AIP. The Committee believes that a cybersecurity performance measure that impacts compensation supports the Company’s goal of leading our industry in data security. Performance relating to the cybersecurity metric could not increase, but it could decrease, the actual amount payable under the 2020 AIP. The extent of this reduction could range between 0% to 25% of the total AIP amount otherwise payable.

 

The Board exercisedCompensation Committee, in consultation with the Technology Committee, established this objective cybersecurity performance measure to assess the Company’s progress in improving its negative discretionsecurity program. The Company’s security program is measured against goals established with respect to eliminate the 2017 annual incentive awardsNational Institute of Standards and Technology (“NIST”) Cybersecurity Framework, which is a voluntary framework consisting of standards, guidelines and best practices to manage cybersecurity-related risk. The NIST framework guides organizations in managing and reducing their cybersecurity risks across five identified functions of a holistic cybersecurity program: identify, protect, detect, respond and recover.

The Compensation Committee, based on the recommendation of the Technology Committee, established a threshold and target level of achievement for the Senior Leadership Team.2020 AIP cybersecurity performance measure based on the NIST framework. These levels measure the progress the Company has made in enhancing its cybersecurity program. The target level is intended to be challenging yet reasonably achievable. A third-party consulting firm assisted the Technology Committee in measuring the Company’s progress for 2020 for purposes of evaluating the effectiveness of the Company’s overall security program.

For 2020, the Company’s performance for the cybersecurity measure was above target. As a result, the Board eliminated approximately $1.3 millionAIP amounts otherwise payable to the NEOs were not reduced.

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Summary of annual incentive compensation that would otherwise have been earned for 20172020 Annual Cash Incentive Awards

In February 2021, the Compensation Committee reviewed each NEO’s performance against the pre-established 2020 performance goals as approved by our NEOs other than our former CEO. In connection with his retirement, the Company and Mr. Smith agreed that he would not receive an $874,957 annual cash incentive award for 2017. Annual incentive awardsCommittee. 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). SetAwards paid to our NEOs under the 2020 AIP were determined based upon achievement measured against specified financial goals (80% weighting) and individual objectives (20% weighting). As described above, the Company’s performance for the cybersecurity measure was above target and AIP amounts otherwise payable were not reduced. The target and maximum incentives, along with a summary of the actual 2020 awards earned by the NEOs, are set forth in the table below arebelow. A detailed description of how each NEO’s 2020 incentive award was achieved follows the target incentives, maximum performance factors and weightings, along with the 2017 awards that would have been payable to the NEOs but for the negative discretion the Committee exercised in response to the cybersecurity incident.table.

 

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For purposes of this table, it is assumed each NEO attained the rating “achieves expectations” for his individual results.

Named Executive Officer		Base Salary ($)		Target Incentive (as Percentage of Salary) (%)		Target Incentive ($)		Maximum Incentive ($)(1)		Performance Factors and Weighting		Achievement (as Percentage of Salary) (%)		Earned 2017 Incentive as Percentage of Target (%)		Eliminated 2017 Incentive ($)
P. Barros		561,450		60		336,870		673,740		Financial Results, 80% Individual Results, 20%		52.1%		86.9%		292,759
J. Gamble		660,164		60		396,099		792,197		Financial Results, 80% Individual Results, 20%		43.7%		72.9%		288,704
J. Kelley		548,939		60		329,363		658,727		Financial Results, 80% Individual Results, 20%		43.7%		72.9%		240,063
R. Ploder		522,500		60		313,500		627,000		Financial Results, 80% Individual Results, 20%		47.3%		78.8%		247,054
J. Loughran		462,019		60		277,212		554,423		Financial Results, 80% Individual Results, 20%		46.2%		77.0%		213,413
Total						1,653,044										1,281,993

Named Executive Officer		Base Salary ($)(1)		Target Incentive (as Percentage of Salary) (%)		Target Incentive ($)		Maximum Incentive ($)(2)		Achievement (as Percentage of Salary) (%)		Earned 2020 Incentive as Percentage of Target (%)		2020 Incentive ($)
M. Begor		1,557,692		100		1,557,692		3,115,385		200		200		3,115,385
J. Gamble		711,424		85		604,710		1,209,421		170		200		1,209,421
R. Ploder		597,116		80		477,692		955,385		160		200		955,385
B. Koehler		675,481		75		506,611		1,013,221		150		200		1,013,221
S. Singh		592,308		80		473,846		947,693		157		196		930,418

 

(1)	Amounts for 2020 reflect an additional 27th pay period, applicable to all employees, due to the leap year calendar.
(2)	The maximum incentive for each is 200% of Target.

 

Determination of each NEO’s Performance and Annual Cash Incentive

Mark BegorI Chief Executive Officer

 

Objectives		Target Level				Actual Results				Actual as a % of Target				2020 Incentive
Corporate Adjusted EPS		$	5.75			$	6.99				200			$	2,025,000
Corporate Operating Revenue		$	3.724 billion			$	4.142 billion				200			$	467,308
Individual Objectives		$	311,538				Distinguished				200			$	623,077

Mr. Begor achieved a rating of “Distinguished” based on his achievements on objectives for 2020. These achievements included:

•	Leading the Company to achieve unprecedented revenue growth, delivering $4.1 billion of revenue in 2020 and outperforming the market.
•	Completing each of the strategic imperatives under our EFX2020 cloud data, technology and security transformation, including driving significant progress with respect to U.S. data migrations, releasing new cloud-native solutions and positioning the Company for significant progress in 2021.
•	Accelerating new product development and the deployment of global platforms by releasing 44% more new products in 2020 as compared to 2019 and recruiting strong new talent in product-focused roles, including a new Chief Product Officer.
•	Recruiting several new members of our leadership team in key functions that are critical to lead the Company into a new period of growth.
•	Leading efforts to evolve our culture of inclusion and diversity through establishing employee networks, instilling a clear focus on diverse talent acquisition, retention and engagement, encouraging open dialogues and courageous conversations and requiring unconscious bias training for all leaders.
•	Developing and executing on our mergers and acquisitions strategy, including recruiting and hiring our new Senior Vice President of Corporate Development and increasing our acquisition activity to build growth.
•	Overseeing the resolution in the first quarter of 2020 of the remaining U.S. litigation and regulatory investigations arising from the 2017 cybersecurity incident.
•	Driving the completion of our three-year security transformation to become an industry leader in security.
•	(COVID-19) Leading the Company’s strong response to the challenges presented by COVID-19, with a focus on employee health and safety, data protection and security, employee engagement and recognition, consumer support and development of customer insights.

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John GambleI Corporate Vice President and Chief Financial Officer

 

Objectives		Target Level				Actual Results				Actual as a % of Target				2020 Incentive
Corporate Adjusted EPS		$	5.75			$	6.99				200			$	786,124
Corporate Operating Revenue		$	3.724 billion			$	4.142 billion				200			$	181,413
Individual Objectives		$	120,942				Distinguished				200			$	241,884

Mr. Gamble achieved a rating of “Distinguished” based on his achievements on objectives for 2020. These achievements included:

•	Developing and effectively managing our 2020 enterprise budget and resource realignment efforts in support of our EFX2020 strategic imperatives and long-term growth objectives.
•	Enhancing financial reporting and financial controls capabilities, including development of corporate and business unit “dashboard” reporting to provide expanded insights to support enterprise growth.
•	Providing strong support for mergers, acquisitions and other organic growth initiatives.
•	Further developing talent within the global finance organization, including increasing diversity and focusing on entry level talent development.
•	(COVID-19) Renegotiating our revolving credit facility and overseeing a successful $1 billion public debt offering in the second quarter of 2020 in order to increase liquidity and provide additional financial flexibility. Leading financial re-baselining, oversight, profitability and investment strategies in relation to COVID-19.

Rudy PloderI President, Workforce Solutions

 

Objectives		Target Level				Actual Results				Actual as a % of Target				2020 Incentive
Corporate Adjusted EPS		$	5.75			$	6.99				200			$	286,615
EWS Operating Revenue		$	1.035 billion			$	1.438 billion				200			$	286,615
EWS Operating Income		$	453 million			$	730 million				200			$	191,077
Individual Objectives		$	95,538				Distinguished				200			$	191,077

Mr. Ploder achieved a rating of “Distinguished” based on his achievements on objectives for 2020. These achievements included:

•	Leading Workforce Solutions to deliver exceptional financial results, with 51% year-over-year revenue growth in 2020 and 62% revenue growth in the fourth quarter of 2020.
•	Delivering on a multi-year employment records growth strategy, which yielded over 114 million active records in 2020, up 9% from 2019, and over 1 million employer contributors.
•	Leading the Company with the highest level of new product innovation among the business units relative to 2019.
•	Retaining and engaging a high performing team and building depth in key functions across the business unit.
•	Successfully deploying digital self-service capabilities across all contact claims centers and e-commerce capabilities integrating all modern tools available.
•	(COVID-19)Maintaining rigorous health and safety protocols for essential roles in call centers, allowing the Company to continue serving customers and achieve approximately 4x year-over-year growth in unemployment claims processed.

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Bryson R. KoehlerI Chief Technology Officer

 

Objectives		Target Level				Actual Results				Actual as a % of Target				2020 Incentive
Corporate Adjusted EPS		$	5.75			$	6.99				200			$	658,594
Corporate Operating Revenue		$	3.724 billion			$	4.142 billion				200			$	151,983
Individual Objectives		$	101,322				Distinguished				200			$	202,644

Mr. Koehler achieved a rating of “Distinguished” based on his achievements on objectives for 2020. These achievements included:

•	Driving significant progress toward implementation of the Equifax Cloud, including migrating over 50 billion records and 47,000 customers to the data fabric, decommissioning 1,098 applications and rebuilding 710 more, and closing 6 legacy data centers.
•	Achieving substantial improvements in key metrics based on new technology and new ways of working, including reduction in latency and increase in new product innovations.
•	Leading revitalization of new product capability by attracting new talent and building an effective new enterprise focus on product to accelerate growth.
•	Assessing and developing talent across the technology organization, including enhancing skill sets and certifications related to cloud technology and product development.
•	Serving as co-executive sponsor of the Company’s Black Organization For Leveraging Differences (BOLD) employee affinity network and driving cultural initiatives and engagement efforts.
•	Ensuring continued progress with respect to the Company’s compliance with actions required pursuant to consent orders related to the 2017 cybersecurity incident.
•	(COVID-19) Leading the highly-effective transition of the vast majority of the workforce to a work-from-home protocol by enabling secure and stable technology.

Sid SinghI President, USIS

 

Objectives		Target Level				Actual Results				Actual as a % of Target				2020 Incentive
Corporate Adjusted EPS		$	5.75			$	6.99				200			$	284,308
USIS Operating Revenue		$	1.355 billion			$	1.483 billion				200			$	284,308
USIS Operating Income		$	515 million			$	544 million				182			$	172,262
Individual Objectives		$	94,769				Distinguished				200			$	189,539

Mr. Singh achieved a rating of “Distinguished” based on his achievements on objectives for 2020. These achievements included:

•	Leading USIS to achieve over 14% revenue growth in 2020 by acquiring new customers, accelerating new product innovations and positioning the business for additional growth in 2021.
•	Building substantial new commercial capabilities, processes, skills and incentives to drive growth.
•	Making strong progress on data strategy, including expanding data furnishers and implementing new exchange programs and new use cases.
•	Recruiting several new team leaders in key functions, including product and technology, that are critical to enable continued innovation and growth.
•	Executing on strategic imperatives under our EFX2020 strategy, including efforts related to the migration of customers and exchanges to the Equifax Cloud.
•	(COVID-19)Implementing an effective COVID-19 response strategy to meet the challenges facing employees, customers and governmental agencies, as well as the mortgage and credit industries generally.

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2020 Long-Term Equity Incentive Compensation

 

SummaryOverview

In 2017, the NEOs received annual equity awards comprised of a mix of performance shares, RSUs and stock options. Each NEO’s incentive grant was comprised of an equal value of TSR performance shares (25%), Adjusted EPS performance shares (25%), RSUs (25%) and stock options (25%), as described in detail below. The Committee’s purpose in establishing this award mix was to ensure that long-term incentive pay opportunities remain primarily performance-based but become more diversified in terms of performance metrics, as well as provide more line-of-sight and become nearer to market in design.

•	Performance shares were split between grants valued based on the performance of our stock relative to companies in a broad market index after a three-year period and grants based on three-year cumulative Adjusted EPS growth. Performance shares are “at risk” and motivate the achievement of Company performance goals.
•	RSUs provide motivation and retentive value through three-year cliff vesting schedules.
•	Stock options align senior officers’ interests with those of shareholders by rewarding financial performance that creates shareholder value over time, linking value to stock-price performance, and serving as a retention vehicle for top executive talent.

 

The Committee considers individual performance relative to the prior year and the prior year’s awards in granting long-term incentives. The value of equity grants increases with the level of position, and for the CEO and other NEOs is the largest element of thetheir total compensation package. In determining the value of long-term incentive awards to executive officers other than the CEO, the Committee considers numerous factors including the benchmarking data described above, individual performance the 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).

 

Performance SharesIn February 2020, based on our then-current progress toward successful execution on our EFX2020 performance goals, the Committee reverted to the general structure of the 2018 LTI program and significantly reduced target values for the long-term incentives as compared to the enhanced LTI opportunities provided in 2019. The Committee determined it was appropriate to continue use of premium-priced options for an additional year to reinforce the focus on the EFX2020 strategic initiatives and approved a 2020 LTI award mix that includes TSR performance shares (weighted 50%), premium-priced stock options (weighted 25%) and time-based RSUs (weighted 25%).

 

Performance shares are granted based on two different metrics: TSR and Adjusted EPS.The components of the 2020 LTIP are:

 

•	TSR performance shares, will be earned, if at all, which have a value based on the percentile rankingperformance of the Company’s cumulative TSR comparedour stock relative to the TSR of the companies in the S&P 500 Index (as constitutedover a three-year period.
•	Premium-priced stock options, with ratable vesting over three years and exercise prices set at a premium to the fair market value on the initial grant date subject to certain adjustments) afterof grant.
•	Time-based RSUs, which accomplish retention objectives through a three-year performance period. This metric aligns withcliff vesting schedule while also augmenting the alignment of management and shareholder interests as higher cumulative TSR results in higher returns for shareholders as well as ensuring a correlation between performance and payouts. TSR performance shares granted in 2017 and later accrue dividend equivalent units.
	The number of TSR performance shares payable is the target award multiplied by a percentage (from 0% to 200%) calculated by taking the average of the payout percentages achieved for each of the last four quarters of the performance period based upon the Company’s cumulative TSR percentile ranking through the end of each such quarter. The award payout will nonetheless be capped at 100% if the Company’s average cumulative TSR percentile rank for the last four quarters of the performance period is equal to or greater than 50thpercentile but the Company’s three-year cumulative TSR for the performance period is negative. Basing the award payout on the average of the payout percentages for each of the last four quarters of the three-year performance period counterbalances potential late performance period volatility and reflects performance over the whole period.interests.

 

EQUIFAX INC. - 2018 Proxy Statement    38Following the global outbreak of the COVID-19 pandemic in March 2020, the Committee regularly evaluated the potential impacts of the pandemic on the Company’s long-term incentive program. After review, the Committee determined that no structural changes or adjustments to the metrics or goals of the program were necessary, as the current program appropriately aligns pay and performance.

2020 LTIP Elements

TSR Performance Shares

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

Payouts in February 2023 (if any) for the performance shares awarded on February 21, 2020 will be based on the following scale, with straight-line interpolation between the threshold and maximum levels:

TSR PERFORMANCE SHARES: PERFORMANCE/PAYOUT SCALE
Company TSR Percentile	Performance Share Payout as a % of Target
90th	200%
70th	150%
50th	100%
30th	50%
Below 30th	0%

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

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

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Payouts for the TSR performance shares awarded on February 16, 2017 will be as follows in February 2020, with straight-line interpolation between the threshold and maximum levels:

Premium-Priced Stock Options

 

TSR PERFORMANCE SHARES: PERFORMANCE/PAYOUT SCALEThe use of premium-priced stock options tightens the link between our long-term incentive compensation and creation of shareholder value by ensuring that executives receive gains only after a preferred return is first delivered to investors, thereby reducing the possibility that broad industry or market growth, as opposed to Company-specific performance, leads to executive gains. If our team is not able to drive share price returns in excess of the exercise price before the expiration date, the realized value of these stock options will be $0.

 

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

•	TSR performance shares granted in 2017 were tracking below threshold (no payment) at December 31, 2017.
•	Adjusted EPS performance shares granted in 2017 will be earned, if at all, based on three-year cumulative Adjusted EPS. This metric aligns with shareholder interests as higher cumulative Adjusted EPS may result in higher returns for shareholders and also provides an internal Company-focused metric for our NEOs. Adjusted EPS performance shares granted in 2017 accrue dividend equivalent units. The number of Adjusted EPS performance shares payable is the target award multiplied by a percentage (from 0% to 200%) based on whether certain performance levels of cumulative Adjusted EPS are met at the end of the three-year performance measurement period. Adjusted EPS performance shares granted in 2017 were tracking below threshold (no payment) at December 31, 2017.

RSUsThe exercise prices of stock options granted in 2020 were set above the fair market value of our stock in two equally weighted tranches, with exercise prices of 110% and 120% of the fair market value of our stock. The premium-priced stock options vest one-third on each one-year anniversary of the grant date, assuming continued employment with the Company. The term of the premium-priced stock options is six years from the grant date.

 

RSUs 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 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. over the long term.

 

Stock Options

The exercise price of stock options is equal to the fair market value of our stock on the grant date. The stock options vest ratably over three years, assuming continued employment with the Company. The term of the stock options is generally 10 years from the grant date, with certain exceptions in connection with a termination of employment or job elimination. Stock options granted in 2017 were underwater (exercise price above the stock price) as of December 31, 2017.

Determination of 20172020 LTI Grant Values

 

The Compensation Committee determined 2020 long-term incentive grant values by establishing a dollar value for each NEO other than the former CEO and then converting this dollar value to a number of performance shares, RSUs and premium-priced stock options based on a stock pricethe grant date fair value of $129.93 at February 16, 2017.the award on the relevant grant date. The numbergrant date fair value of stock options grantedperformance shares is equal tobased on the market value allocated to that component divided by 25% of fair market stock value on grant date.Monte Carlo equity valuation model.

 

The Committee approved equity awards to the NEOs on February 16, 2017. The following table details the target grant value used by the Compensation Committee to determine the number of performance shares, RSUs and premium-priced stock options.options granted to each NEO in 2020. Actual grant date values, computed in accordance with applicable accounting standards, are disclosed in the ““20172020 Grants of Plan-Based Awards”Awards” table on page 48.60. The actual value of equity awards that may be realized by the NEOs will depend on their continued service and our future stock price performance.

 

FEBRUARY 2017 TARGET GRANT VALUE FOR ANNUAL EQUITY2020 LTI AWARDS

				Target Number of		Target Number of
		Target Grant		Performance		Performance		Number of		Number of
Name		Value ($)		Shares- TSR Granted		Shares- EPS Granted		RSUs Granted		Options Granted
P. Barros		725,000		1,395		1,395		1,395		5,580
J. Gamble		1,350,000		2,598		2,598		2,598		10,385
J. Kelley		1,075,000		2,068		2,068		2,068		8,279
R. Ploder		840,000		1,616		1,616		1,616		6,469
J. Loughran		750,000		1,443		1,443		1,443		5,774
R. Smith		8,120,500		15,625		15,625		15,625		62,497

2017 Promotional LTI Awards

In recognition of their promotions during 2017, in addition to the annual LTI award grant Messrs. Barros and Loughran were granted additional LTI awards with grant date fair values of $1,500,000 and $250,000, respectively. Mr. Barros’s award recognized his promotion to interim CEO and was comprised solely of RSUs vesting on the third anniversary of the grant date. Mr. Loughran’s award recognized his promotion to President–USIS and was comprised equally of stock options and RSUs that vest on the third anniversary of the grant date.

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2015-2017 Performance Share Awards

 

In February 2018,2020, based on our then-current progress toward successful execution on our EFX2020 performance goals, the Committee significantly reduced target values for the long-term incentives as compared to the enhanced LTI opportunities provided in 2019. As compared to 2019, the target 2020 LTI opportunities represented a 26% decrease for our CEO and an average decrease of 45% for our other NEOs.

The Committee determined it was appropriate to continue the use of premium-priced options for an additional year to reinforce the focus on the EFX2020 strategic initiatives and approved a 2020 LTI award mix that included TSR performance shares (weighted 50%), time-based RSUs (weighted 25%) and premium-priced stock options (weighted 25%).

Name(1)		Target Grant Value ($)		Target Number of Performance Shares Granted		Number of RSUs Granted		Number of Premium-Priced Options Granted
M. Begor		8,100,000		18,754		12,694		100,240
J. Gamble		1,500,000		3,473		2,351		18,563
R. Ploder		1,100,000		2,547		1,724		13,613
B. Koehler		1,000,000		2,316		1,567		12,376
S. Singh		1,100,000		2,547		1,724		13,613

(1)	The Committee approved annual equity awards to each of the NEOs with a February 21, 2020 grant date. The closing stock price on such date was $159.53.

2018-2020 Performance Share Awards

In February 2021, the Compensation Committee approved the vesting and payment of the FY2015-FY2017FY2018-FY2020 performance shares at 169.2%164.1% of their target award level. The Compensation Committee did not have discretion to reduce or eliminate these payouts. 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, 2017.2020. The number of performance shares payable was the target award multiplied by a percentage (from 0% to 200%) that was calculated by taking the average of the payout percentages achieved forthrough each of the last four quarters of the performance period, based upon

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the Company’s cumulative TSR percentile ranking through the end of each such quarter, as shown in the “Outstanding Equity Awards at 20172020 Fiscal Year-End” table on page 50.pages 62-64. The FY2015-FY2017FY2018-FY2020 performance share awards were paid to those NEOs (Messrs. Gamble and Ploder) who were executive officers in February 2018 at the time such awards were granted.

Actions Taken with Respect to 2021 Compensation

Annual Incentive Plan

Financial Goals

Beginning in 2021, the Company will no longer exclude costs related to the 2017 cybersecurity incident when calculating Adjusted EPS, one of the two key financial metrics under the AIP.

Security Goal

Following the 2017 cybersecurity incident, the Committee added a cybersecurity performance measure as one of the metrics under the AIP, in order to promote a Company-wide focus on data security and reinforce our overall security program goals. Achievement of the cybersecurity metric could not increase annual incentive compensation, but failure to meet it could decrease the award otherwise payable. This cybersecurity performance measure was a unique provision that was not used by our peers, but the Committee believed the use of the measure was important in light of the 2017 cybersecurity incident and to evidence our commitment to cybersecurity.

Since 2018, we have invested an additional $1.5 billion in our security and cloud technology transformation and achieved our goal of becoming an industry leader in data security. Each year since the cybersecurity metric was added to the AIP, our security program performance has been above target.

Given the significant progress we have made in strengthening our data security program, the positive feedback we have received from shareholders on incorporating cybersecurity performance in the executive compensation program, the continued importance of prioritizing cybersecurity in our strategic priorities, and in an effort to further align pay practices with our peers, the Committee determined to move cybersecurity from a single Company-wide AIP performance metric to a required component of the non-financial goals that comprise up to 20% of the 2021 AIP opportunity for eligible employees (including the NEOs) who have such goals. As a result, beginning in 2021, Equifax employees (other than the CEO) who participate in the AIP will have a mandatory security-focused performance goal, making data security an integral and consistent element of the expected performance of our employees.

CEO Goals and Target Award Opportunity

On February 4, 2021, we entered into a letter agreement with our CEO that amends certain terms of his original employment agreement, including (i) specifying that Mr. Begor’s AIP award will be determined exclusively based upon achievement measured against Company financial goals (rather than 80% financial goals and 20% individual objectives) and (ii) increasing his target AIP award opportunity from 100% to 120% of base salary. In making these changes, the Committee considered Mr. Begor’s leadership role in the Company’s effort to regain the confidence of customers and consumers following the 2017 cybersecurity incident and his strategic, visionary and innovative leadership in driving a $1.5 billion cloud data and technology transformation across the global enterprise. These AIP changes were intended to ensure Mr. Begor’s continued leadership and to further align realized pay with long-term shareholder value and the continued success of our business strategy. See “CEO Employment Agreement” on pages 53-54 for a detailed description of this agreement.

Long-Term Incentive Plan

Based on a 91% approval of our compensation program at the 2020 Annual Meeting and direct engagement with nearly 47% of our shareholder base since that time, our investors have expressed support for our overall compensation strategy, including our LTI program.

In February 2021, in connection with the extension of our CEO’s employment agreement, the Committee approved an LTI award mix for 2021 that consists of TSR performance shares (weighted 60%), time-based RSUs (weighted 20%) and premium-priced stock options (weighted 20%). See “CEO Employment Agreement” on pages 53-54 for more information regarding these awards.

The exercise prices of stock options granted to our NEOs (other than Mr. Gamble, who was not then an executive officerCEO in 2021 were set above the fair market value of our stock in two equally weighted tranches, with exercise prices of 110% and 120% of the Company)fair market value of the stock. The premium-priced stock options cliff-vest on December 31, 2025, assuming continued employment with the Company, and have a seven-year term.

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The changes described above result in 80% of our CEO’s annual LTI award being subject to substantive performance requirements and only 20% being subject to standard time-based vesting. This compares to an equity weighting of 50% each under the terms of the original employment agreement. Moreover, the inclusion of premium-priced stock options in place of traditional stock options tightens the link between the CEO’s LTI compensation and the creation of shareholder value.

The Committee approved a 2021 LTI structure for our NEOs other than the CEO that is generally consistent with the standard award mix we had in place prior to the 2017 cybersecurity incident. For NEOs other than the CEO, the 2021 LTI award mix includes TSR performance shares (weighted 50%), time-based RSUs (weighted 25%) and market-priced stock options with a ten-year term (weighted 25%). This LTI award mix reflects the significant progress we’ve made to return to a position of market leadership following the successful execution of our three-year EFX2020 cloud technology, data and security transformation strategy.

Effective for employees hired on or after January 1, 2021, the Committee amended the definition of retirement under the 2008 Omnibus Incentive Plan and other equity-based plans to increase the service requirement from age 55 and five years of service, to age 60 and five years of service. The Committee made these changes in order to align with market practice and to increase the retentive value of future equity awards.

CEO Employment Agreement

On February 2014.4, 2021, we entered into a letter agreement with our CEO that amends certain terms of his original employment agreement. See “CEO Employment Agreement” on pages 53-54 for a detailed description of this agreement.

Other Compensation Program Information

 

Equity Award Grant Practices

 

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

 

We generally schedule Board and Committee meetings at least a year in advance and, as noted above, make annual

equity awards to our NEOs at around the same time every year.

 

Retirement and Other Benefits

 

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

 

401(k) Plan.Plan

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

 

U.S.Supplemental Retirement Income Plan. The U.S. Retirement Income Plan (the “USRIP”) is a tax-qualified defined benefit plan that covers eligible U.S. employees. The USRIP was frozen to new participants December 31, 2008, and, as a result, NEOs hired after that date, including Messrs. Barros, Gamble and Kelley, are not eligible to participate. Further, under the USRIP, service was frozen as of December 31, 2008, and pay was frozen as of December 31, 2012, for non-retirement eligible employees, including Messrs. Smith, Ploder and Loughran.

 

Supplemental Retirement Plan.The Supplemental Retirement Plan for Executives of Equifax Inc. (the “SERP”) covers certain of our NEOs (Messrs. Gamble and Ploder) as well as certain senior executive officers designated by the Compensation Committee. The SERP provides monthly supplemental retirement benefits after retirement. The retirement benefit payable under the SERP is reduced by the benefit payable to the executive under the USRIP (if any). The SERP was closed to new participants after January 1, 2016. After that date, NEOs and other executives may instead be eligible to receive supplemental retirement contributions under the plan described below.

 

Supplemental Contribution Plan.Program

In 2016, we amended the Executive Deferred Compensation Plan (the “EDCP”) to establish a supplemental retirement contributions program (the “Supplemental Contribution Plan”Program”) for senior executive officers designated by the Compensation Committee. The Supplemental Contribution PlanProgram provides for an annual contribution equal to 10% of the sum of the eligible executive’s base salary and bonuscash incentive earned for the year. NEOs whoMessrs. 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 Plan.Program.

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Deferred Compensation Plans

 

Executive Life and Supplemental Retirement Benefit Plan. The Executive Life and Supplemental Retirement Benefit Plan (the “Executive Life Plan”) provides executive life insurance benefits. The Executive Life Plan was closed to new participants at the end of 2007 and only Messrs. Smith and Ploder receive life insurance coverage under the plan.

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

 

Other Benefits.Benefits

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

 

A more complete description of these plans is provided under “Additional Discussion of Material Items in Summary Compensation and Grants of Plan-Based Award Tables” on page 49, “Pension Benefits at 2017 Fiscal Year-End” on page 51 and “Non-Qualified Deferred Compensation” on page 53.

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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 program;
•	avoidingprotecting the executives having personal liability incidents interfere with work responsibilitieshealth and safety of the CEO by providing personal liability insurance;requiring the use of private aircraft for all travel for the majority of 2020 in response to the COVID-19 pandemic; and
•	providing monthly relocation living allowances under certain circumstances, as approved by the Compensation Committee, where the executive is expected to return after a relocation assignment.
	Committee.

 

The NEOs are eligible to receive financial planning and tax services in an annual amount of up to $50,000 for the former CEO and $10,000 for other NEOs and the interim CEO ($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 former CEO and $3 million for Mr. Ploder; personal excess liability insurance ($10 million for the former CEO and $5 million for the other NEOs and the interim CEO); two club memberships for the former CEO used primarily for business purposes; and home security system monitoring expenses for the former CEO. In 2017, we provided relocation benefits to Mr. Barros in connection with his relocation to Atlanta as part of his appointment as interim CEO, as well as certain expatriate allowances associated with his overseas service prior to his relocation. We also provided tax gross-ups to Mr. Barros in connection with relocation payments, as his relocation was at the Company’s request. Our new CEO will not receive a number of perquisites provided to our former CEO, such as life insurance, home security and payment of club dues.examinations. The attributed costs of perquisites are included in the “All Other Compensation” column of the Summary Compensation Table on page 4658 and Note 98 thereto. Since 2011, we no longerWe do not provide tax reimbursement on the value of the applicable perquisite other than certain relocation and foreign tax expenses.

 

CEO Employment Agreements and Change in Control Severance Agreements

We entered into an employment contract with our former CEO, Mr. Smith, upon his hiring in 2005. The payouts to Mr. Smith upon his retirement under such agreement are discussed under “Potential Payments Upon Termination or Change In Control” on page 57.Agreement

 

On March 27, 2018,February 4, 2021, the Company entered into ana letter agreement (the “Letter Agreement”) with our CEO which amends certain terms of the employment agreement withbetween the Company and Mr. Begor to servedated March 27, 2018 (the “Original Employment Agreement” and, as Chief Executive Officer (the “Begor Employmentamended by the Letter Agreement, the “Employment Agreement”). The Letter Agreement provides for a five-year term of employment, ending on December 31, 2025. This change in conjunction with those described below is intended to ensure Mr. Begor’s continued leadership and to further align realized pay with long-term shareholder value and the continued success of our business strategy. Since joining Equifax as CEO in 2018, Mr. Begor Employment Agreement will commence on April 16, 2018,led the effort to regain the confidence of customers and willconsumers 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 until terminated in accordance with its terms. to lead the Company and execute our strategy for shareholder value creation.

Under the Begor 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, and he is eligible for anCommittee. The Letter Agreement increases Mr. Begor’s target annual cash incentive bonus ofaward opportunity from 100% to 120% of his annual base salary, (the “Target Annual Bonus Opportunity”)commencing in 2021. The Letter Agreement also specifies that, commencing in 2021, Mr. Begor’s annual cash incentive award will be determined exclusively based upon achievement measured against specified Company financial goals, rather than 80% Company financial goals and 20% individual objectives.

Mr. Begor’s 2020 long-term incentive award minimum target grant date value was increased to $8.1 million by the Compensation Committee. Under the terms of the Letter Agreement, commencing in 2021, the minimum target grant value of Mr. Begor’s annual long-term incentive award has been replaced with a maximum payoutfixed target grant value of 200%$10.1 million. Commencing in 2021, the components of annual base salary, depending on the achievement of performance criteria established by the Board. For 2018, Mr. Begor’s Target Annual Bonus Opportunityannual long-term incentive award will be pro-rated.

Under the Begor Employment Agreement, Mr. Begor will be granted an initial equity award with a value of $7 million, consistingconsist of (i) $3.5 million in60% performance shares, (ii) $1.75 million in time-based RSUs20% premium-priced stock options and (iii) $1.75 million20% time-based RSUs. Each grant of premium-priced stock options will cliff vest on the later of (i) December 31, 2025 and (ii) the third anniversary of the date of grant. The premium-priced stock options granted in 2021 and 2022 will have a seven-year term and the premium-priced stock options. In addition, Mr. Begoroptions granted in 2023, 2024 and 2025 will have a six-year term. Each award of premium-priced options will be awardedsplit 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 one-time special grantshare of our common stock on the applicable date of grant.

The changes described above result in the amount80% of $10 million, comprised of equity awards in the same proportions as the initial equity award above (the “Special Award”). Mr. Begor will be eligible to receive additional equity grants beginning in 2019, as determined by the Board or the Compensation Committee in its sole discretion, provided that the total value at grant will be at least $7 million annually. Mr. Begor’s equity awards, other than his Special Award,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

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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 adoptedwhereby the Board may recover incentive compensation awarded to employees in March 2018. 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 will participateparticipates in the Company’s incentive, savings, retirement and welfare benefit plans and programs made available to newly-appointed senior executives. Mr. Begor will also receiveThe Employment Agreement provides for perquisites that the Chief Executive Officer of the Company is generally entitled to receive, including diagnosticinclude 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 tax preparation services allowance.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 Begor Employment Agreement), he will be entitled to receive, provided he signs a release of claims against the Company and complies with applicable restrictive covenants,covenants: (i) a severance payment equal to twice the sum of (x) his annual base salary and (y) his target annual bonusincentive opportunity for the year of termination, (ii) any accrued but unpaid annual bonusincentive plus a pro rata annual bonusincentive for the year of termination, (iii) full acceleration of vesting as of the termination date of the Special Awardhis new hire award (subject, in the case of performance-based awards, to certification by the Board of the Company’s performance), (iv) for all other equity awards (except as described below for the long-term incentives awards commencing in 2021), continued vesting under the Company’s equity incentive plan until the second anniversary of the termination date (subject, in the case of performance-based awards, to certification by the Board of the Company’s performance), with vested stock options being exercisable until the second anniversary of termination (or, to the extent such options vest within the 90 days before such second anniversary, until such 90 day period after such vesting has elapsed) (but not beyond their original expiration date) and (v) access to the Company’s health plan for two years or the lesser period permitted by the Company’s general benefits plans and applicable law and monthly payments of or an amount equal to premiums for continuation of healthcare coverage under Section 4980B of the Internal Revenue Code (“Code”) or comparable law (“COBRA”) for 24 months.

 

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

If Mr. Begor is terminated by the Company without cause (other than due to disability or death) or resigns for good reason within the period six months prior to and two years after a “change in control” (each as(as defined in the Begor 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 bonusincentive opportunity for the year of termination, (ii) any accrued but unpaid annual bonusincentive plus a pro rata annual bonusincentive 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.

 

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

 

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

 

We have entered intoChange in Control Arrangements

The Equifax Inc. 2019 Change in Control Severance Plan (the “CIC Plan”) replaced the prior change in control agreements between the Company and all executive officers who previously were party to an existing change in

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control agreement, including Messrs. Gamble and Ploder. The CIC Plan applies to each of our NEOs and senior executives, except our CEO. The severance benefits applicable to Mr. Begor in the event of a change of control are contained in his employment agreement with the Company, as described above. See “Change in Control Severance Plan” on page 73 for more information on the CIC Plan.

Subject to the discretion of the Compensation Committee, under the 2008 Omnibus Incentive Plan and applicable award agreements, equity awards granted to our other NEOs which are more fully described under “Potential Payments upon Termination or Change In Control.” The objective of having such agreements isinclude a “double-trigger” change in control provision to allow the participating officers 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) previously provided an exemption from the $1 million cap for compensation qualifying as “performance-based.” We“performance-based” compensation if certain requirements were met. Prior to the fiscal year ended December 31, 2018, we historically designed our 2017 annual incentive and long-term incentive programs for NEOs to qualify for that exemption, though the portion of the former CEO’s base salary that exceeded $1 million is not deductible under Section 162(m). The Compensation Committee reserves the right to provide compensation that does not qualify under Section 162(m).

For Section 162(m) purposes, the 2017 annual incentives for NEOs were capped at 1.5% of 2017 operating income ($14.2 million) for the former CEO and 0.5% of 2017 operating income ($4.7 million) for each other NEO, and the Compensation Committee made the vesting of all performance shares and RSUs awarded in 2017 subject to the same cap based on the Company’s total operating income for the applicable three-year vesting period.

exemption. As a result of new tax legislation that was enacted December 22, 2017, the exemption for performance-based compensation has beenwas repealed effective for tax years beginning after December 31, 2017, and the number of employees who will beare considered “covered employees” subject to the Section 162(m) limit has beenwas expanded to include the Chief Financial Officer (who was previously excluded) and certain former NEOs.NEOs and other officers. As a result of these changes, compensation in excess of $1 million paid to executive officers covered by Section 162(m)’s deduction limitemployees will not be deductible in 2018 or future years unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017 and not materially modified on or after such date. The Compensation Committee has taken steps that it deemed appropriate with the intention of preserving the deductibility of certain awards granted prior to the enactment of this tax legislation. Due to the uncertainties of the scope of the transition relief, however, there are no assurances that any compensation paid to our covered employees will be or will remain exempt from Section 162(m)’s deduction limit.

 

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

If the payments to an NEO in connection with 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 and related income taxes. 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, including the excise tax gross-up payment. 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. Begor, Gamble and Kelley).

Compensation Design Process

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

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

•	The CEO makes recommendations to the Compensation Committee regarding 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 NEOs.

Compensation Consultant Services and Independence. The Compensation Committee has the authority to engage independent advisors to assist it in fulfilling its responsibilities. The Committee 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 2017: 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 regular 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 2017,2020, which was conducted with the assistance of management and the Committee’s outside compensation consultant (FW Cook), covered a wide range of practices and policies. All plans were deemed to have substantial risk mitigators which, in the most material incentive plans, include a balanced mix of fixed and variable pay and short- and long-term incentives; use of multiple performance measures including corporate, business unit and individual performance weightings in incentive plans; a portfolio of long-term equity incentives including time-based and performance-based measures; caps, discretion in payment, oversight by non-plan participants, significant stock ownership guidelines, pre-approval requirements for executive stock transactions; and the existence of policies prohibiting Company stock hedging and pledging and requiring executive incentive compensation recoupment in specified circumstances.

 

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

 

Policies on Clawback of Incentive Compensation

 

Enhanced Clawback Policy. In March 2018, the Company adopted an enhancedWe have a clawback policy. The policy that covers all employees, including executive officers, and applies to equity awards and other incentive compensation awarded to such employees (including(excluding the awardsone-time new hire award granted to each of our NEOs on March 5,CEO in May 2018). The policy will not apply to the Special Award to our new CEO as described under “Employment Agreements and Change in Control Severance Agreements.” The Compensation Committee has discretion to apply the policy to recover and recoup incentive compensation in all of the events described below.

 

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

 

Events that Trigger Action		Covered Persons		Covered Awards
Material restatementwith misconduct		Current and former employees		Annual and long-term incentives awarded  within three-year period preceding the date  the misconduct is discovered
Material restatementwithout 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 metricswith 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 metricswithout 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 employees impacted and their seniority, and the aggregate amount of the clawback/forfeiture if the underlying circumstances of the misconduct are publicly disclosed. The policy provides that the Committee may limit or eliminate disclosure if the events are not publicly disclosed or if disclosure would be likely to result in or exacerbate any litigation or other proceeding against the Company or its officers or directors, violate applicable law with respect to privacy, violate legal privilege or breach a contractual obligation.

 

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

 

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

 

Stock Ownership Requirements

 

The Compensation Committee recognizes the critical role that executive stock ownership has in aligning the interests of management with those of shareholders. As such, we maintain a formal stock ownership policy, under which our new CEO and our other senior executives are required to acquire and hold Equifax common stock with a market value of six times base salary and three times base salary, respectively, within five years of assuming their respective positions. A reduction in ownership to one half of these requirements is allowed for executives age 60 or older who are eligible for retirement. As of December 31, 2017,the most recent annual measurement date, all of our executive officers were in compliance with our stock ownership requirements.

 

Mandatory Trading Plans for Senior Executives

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

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Hedging and Pledging Policies

 

Under our insider trading policy, we prohibit hedging the economic risk of ownership of our common stock through short salesemployees, officers and directors are prohibited from purchasing or the purchase or sale of options, puts, calls, straddles,selling financial instruments (including prepaid variable forward contracts, equity swaps, orcollars, exchange funds and other derivative securitiessecurities), or otherwise engaging in transactions that hedge or offset, or are directly linkeddesigned to Company stock, by our directors, officers and employees.hedge or offset, any decrease in the market value of Equifax securities. We also prohibit our directors, officers and executive officersemployees from holding our stock in a margin account or pledging our stock as collateral for a loan.

 

Actions Taken with Respect to 2018 Compensation

As part of our shareholder engagement program, we discuss a range of topics with investors, including executive compensation. During 2016, the Compensation Committee had undertaken a holistic review of our LTI program. After taking into account shareholder feedback to consider an additional LTI performance measure, the Committee changed the 2017 LTI award mix to consist of performance shares tied to three-year relative cumulative TSR (weighted 25%), performance shares tied to three-year cumulative Adjusted EPS (25%), stock options (25%) and time-based RSUs with a three-year cliff vesting schedule (25%).

Following the 2017 cybersecurity incident, the Compensation Committee undertook another comprehensive review of our short- and long-term incentive compensation program with the assistance of its independent compensation consultant. The Committee took into consideration the perspective of our shareholders, many of whom were supportive of our efforts to ensure our compensation program provides appropriate incentives for executives with responsibility for managing data security. The Committee also considered shareholder feedback regarding the appropriate LTI metrics for the Company’s program in view of the cybersecurity incident.

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The Committee’s purpose was to ensure compensation is aligned with strategic transformation efforts and Company-wide focus on data security, while also ensuring that the Company can attract and retain talented employees in order to create value for shareholders. On that basis, the Committee approved the following changes with respect to 2018 incentive compensation:

•	2018 Annual Incentive Plan Metrics.The Committee added a cybersecurity performance measure as one of the metrics under the 2018 AIP. Achievement of this cybersecurity metric cannot increase an NEO’s compensation, but failure to meet it will decrease the award. The extent of this reduction will be between 0% and 25% of the total AIP payment based on the discretion of the Compensation Committee. In making its determination, the Compensation Committee will consider input from the Board and Technology Committee, progress made against goals established with respect to the NIST security framework (a voluntary framework consisting of standards, guidelines and best practices to manage cybersecurity-related risk) and other factors it deems relevant in making this determination. Individual goals for our senior executives will also include cybersecurity initiatives, depending on the specific role.
•	2018 LTI Award Mix. The Committee changed the 2018 LTI award mix to consist of performance shares tied to three-year relative cumulative TSR (weighted 50%), stock options (25%) and time-based RSUs with a three-year cliff vesting schedule (25%). The Committee eliminated the performance shares tied to three-year cumulative Adjusted EPS to avoid any incentive to limit spending on cybersecurity.

The Compensation Committee will continue to monitor our executive compensation program to ensure that it is consistent with the Company’s objectives, provides appropriate incentives to management, and remains competitive with other companies in the industries in which we operate or with which we compete for executive talent.

Compensation Committee Interlocks and Insider Participation

 

Ms.Mark Feidler, Robert Marcus, Siri Marshall and Messrs. Daleo, Humann, Feidler, Marcus and TempletonRobert Selander were the members of the Compensation Committee during 2017.2020. None of these directors is or has been an executive officer of the Company, or had any relationship requiring disclosure by the Company under the SEC’s rules requiring disclosure of certain relationships and related party transactions. None of the Company’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director of the Company or a member of the Compensation Committee during 2017.2020.

 

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Summary Compensation Table

 

The following table presents information regarding compensation of the NEOs for services rendered during 2017, 20162020, 2019 and 2015.2018. The table includes values for contingent compensation such as unvested or unpaid stock awards and unexercised stock options. The executives may never realize the value of certain items included in the column headed “Total,” or the amounts realized may differ materially from those listed in the table.

 

Name and Principal Position		Year		Salary ($)(2)		Bonus ($)(3)		Stock Awards ($)(4)		Option Awards ($)(5)		Non-Equity  Incentive Plan Compensation ($)(6)		Change in  Pension Value  and Nonqualified  Deferred Compensation Earnings ($)(7)(8)		All Other Compensation ($)(9)		Total ($)
Paulino do Rego Barros, Jr.(1) Interim Chief Executive Officer		2017		561,450		0		2,088,394		120,497		0		476,700		477,393		3,724,434
				–		–		–		–		–		–		–		–
				–		–		–		–		–		–		–		–
John W. Gamble, Jr. Corporate Vice President and Chief Financial Officer		2017		660,164		0		1,095,714		224,257		0		878,600		16,831		2,875,567
		2016		632,243		0		1,244,532		0		758,692		443,000		16,640		3,095,107
		2015		609,693		0		1,462,409		0		695,050		266,700		19,792		3,053,644
John J. Kelley III Corporate Vice President, Chief Legal Officer and Corporate Secretary		2017		548,939		0		872,185		178,780		0		688,000		16,831		2,304,735
		2016		546,312		0		957,302		0		655,547		615,400		21,135		2,795,696
		2015		522,358		0		1,218,695		0		595,487		240,500		20,626		2,597,666
Rodolfo O. Ploder President, Workforce Solutions		2017		522,500		0		681,552		139,694		0		1,269,600		37,672		2,651,018
		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
Joseph M. Loughran III(1) President, U.S. Information Solutions		2017		462,019		0		733,657		207,758		0		788,000		13,495		2,204,929
				–		–		–		–		–		–		–		–
				–		–		–		–		–		–		–		–
Richard F. Smith Former Chairman and Chief Executive Officer		2017		1,143,269		0		6,589,887		1,349,583		0		6,486,600		124,239		15,693,578
		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		112,203		12,922,711

Name and Principal Position(1)		Year		Salary ($)(2)		Bonus ($)(3)		Stock Awards ($)(4)		Option Awards ($)(5)		Non-Equity Incentive Plan Compensation ($)(6)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(7)		All Other Compensation ($)(8)		Total ($)
Mark W. Begor Chief Executive Officer		2020		1,557,692		0		6,075,108		2,024,985		3,115,385		0		928,054		13,701,224
		2019		1,500,000		0		7,749,940		3,250,073		1,407,465		0		374,074		14,281,552
		2018		1,009,615		0		14,473,853		3,372,803		806,833		0		350,608		20,013,712
John W. Gamble, Jr. Corporate Vice President and Chief Financial Officer		2020		711,424		0		1,125,069		375,000		1,209,421		987,900		22,006		4,430,820
		2019		685,075		0		1,856,192		843,811		584,871		867,000		16,400		4,853,349
		2018		681,622		0		1,649,314		664,725		510,781		355,500		17,043		3,878,985
Rodolfo O. Ploder President, Workforce Solutions		2020		597,116		0		825,069		275,001		955,385		1,072,200		42,071		3,766,842
		2019		564,616		75,000		1,374,912		625,090		594,393		1,057,900		39,070		4,330,981
		2018		512,404		0		1,223,646		565,508		336,940		135,800		39,321		2,813,619
Bryson R. Koehler Chief Technology Officer		2020		675,481		0		750,137		250,012		1,013,221		0		195,665		2,884,516
		2019		625,000		7,000		1,237,471		562,535		533,583				145,226		3,110,815
		2018		317,308				5,566,312		178,584		237,778				81,282		6,381,264
Sid Singh President, U.S. Information Solutions		2020		592,308		0		825,069		275,001		930,418		0		177,350		2,800,146
		2019		465,385		750,000		4,374,957		580,789		490,178		0		117,899		6,779,208
				–		–		–		–		–		–		–		–

(1)	Messrs. Barros and Loughran wereMr. Singh was hired in 2019. Mr. Ploder was an executive officers,officer, but not NEOs,an NEO, for 2016 and 2015.2018.
(2)	Salary represents base salary paid to each of the NEOs for each year shown. Amounts shown are not reduced to reflect the individuals’ election, if any, to defer receipt of salary under the Executive Deferred Compensation Plan. Amounts for 2020 reflect an additional 27th  pay period, applicable to all employees, due to the leap year calendar.
(3)	The entire annual incentiveamount for Mr. Ploder reflects a one-time, supplemental cash payment of $75,000. The amount for Mr. Koehler reflects a one-time cash recruiting bonus is included under the“Non-Equity Incentive Plan Compensation” column because it was subject toof $7,000. The amount for Mr. Singh reflects a performance-based condition (cap) based on the Company’s operating income for the applicable year for purposesone-time, new hire cash payment of Code Section 162(m), as described under “Consideration of Certain Tax Effects” on page 42.$750,000. Amounts shown are not reduced to reflect the individual’s election, if any, to defer receipt of awards under the Executive Deferred Compensation Plan.
(4)	For each NEO, the amounts in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 without regard to estimated forfeitures related to service-based vesting conditions. Stock awards in 20172020 included time-vested RSUs TSR performance shares and Adjusted EPSTSR performance shares. For the 20172020 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 20172020 TSR performance share grants of $161.89$215.96 per share for the awards, which was 124.6%135.37% of our closing stock price of $129.93$159.53 on the grant date. The grant date fair value of the 2017 Adjusted EPS performance shares was equivalent to the closing stock price on theFebruary 21, 2020 grant date. Assumptions used in the calculation of the amounts in this column are described in Note 8 to our audited consolidated financial statements for the fiscal year ended December 31, 2017,2020, in our 20172020 Form 10-K.
	The value of the 20172020 time-vested RSU and TSR performance share awards, assuming the highest level of performance under the performance share awards would be achieved (200% of the target), based on the closing price of our common stock on the respective grant dates are as follows: Mr. Barros, $2,615,984;Begor, $8,008,725; Mr. Gamble, $2,078,127; Mr.  Kelley, $1,654,454;$1,483,150; Mr. Ploder, $1,292,832;$1,087,676; Mr. Loughran $1,362,516;Koehler, $988,926; and Mr. Smith, $12,499,201.Singh, $1,087,676. The NEOs may never realize any value from the performance shares, and to the extent they do, the amounts realized may have no correlation to the amounts reported above.
(5)	The amount in this column shows the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718. The amount is based on the fair value of the stock option award as estimated using the binomial model multiplied by the number of shares subject to the option award. Assumptions used in the binomial model for calculation of the amounts in this column are described in Note 8 to our audited consolidated financial statements for the fiscal year ended December 31, 2017,2020, in our 20172020 Form 10-K.

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(6)

Represents annual incentive awards paid under the Annual Incentive Plan for services performed in 20162020, 2019 and 2015,2018, respectively. In response to the cybersecurity incident, the Board exercised its negative discretion to eliminate payments to our NEOs under the 2017 Annual Incentive Plan. In connection with his retirement, the Company and Mr. Smith agreed that he would not receive a payment under the 2017 AIP. Amounts shown are not reduced to reflect the NEO’s election, if any, to defer receipt of awards under the Executive Deferred Compensation Plan.

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(7)	AmountsFor Messrs. Gamble and Ploder, the amounts in this column reflect the aggregate increase (or decrease), if any, of accumulated pension benefit accruals at the earliest unreduced retirement age for thesuch 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. Barros, Gamble and Kelley reflect the fact that they do not participate in the USRIP.. There are no above-market or preferential earnings on compensation deferred on a basis that is not tax-qualified, including such earnings on non-qualified contribution plans. The pension accrual amounts represent the difference in present value liability (measured at the respective fiscal year-end dates shown in the table) based on the assumptions shown in the text following the “Pension Benefits at 20172020 Fiscal Year-EndYear-End” ” table on page 51.65. Year-over-year changes in pension value generally are driven in large part by changes in actuarial pension assumptions as well as increases in service, age and compensation. The fluctuations in pension value resulting from the change in discount rates or mortality table assumptions resulted in an increase in the present value of the accumulated benefits payable to participants under the SERP and the USRIP. Mr. Smith’s payment election after retirement also resulted in an increase in the benefits payable under the SERP and USRIP.
(8)	Reflects the actuarially-determined increase at December 31 of the applicable year in the present value of the NEO’s accumulated benefits under(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 20172020 Fiscal Year-EndYear-End” ” on page 5165 for more information on pension benefits.
(9)(8)	The“All “All Other Compensation” column for 20172020 includes the following:

Name		Perquisites and Personal Benefits(a) ($)		Expatriate Allowances(b) ($)		Tax Reimbursements(c) ($)		Company Contributions to Defined Contribution Plans(d) ($)		Insurance Premiums(e) ($)		Total ($)
P. Barros		9,500		271,439		187,623		8,100		731		477,393
J. Gamble		8,000						8,100		731		16,831
J. Kelley		8,000						8,100		731		16,831
R. Ploder		13,241						8,100		16,331		37,672
J. Loughran		4,664						8,100		731		13,495
R. Smith		58,132						8,100		58,007		124,239

Name		Perquisites and Personal Benefits(a)  ($)		Relocation and Living Expenses ($)		Tax Reimbursements(b)  ($)		Company Contributions to Defined Contribution Plans(c)  ($)		Insurance Premiums(d)  ($)		Total ($)
M. Begor		452,265		0		0		475,789		0		928,054
J. Gamble		13,456		0		0		8,550		0		22,006
R. Ploder		15,341		0		0		8,550		18,180		42,071
B. Koehler		14,921		0		0		180,743		0		195,665
S. Singh		12,921		0		0		164,429		0		177,350

	(a)	The amounts in this column are based on the aggregate incremental cost to the Company, if any, with respect to tax and financial planning services, annual medical examinations, monitoring of home security systems, club duesmandatory private aircraft usage, spousal travel to attend business-related events and event tickets, none of which exceeded $25,000 as a category for any NEO except for Mr. Smith,Begor, whose total includes $50,000 for tax and financial planning services.services and $374,691 for mandatory private aircraft usage during 2020 to protect his health and safety during the COVID-19 pandemic.
(b)	Mr. Barros’s expatriate allowances include $99,939 incurred by Mr. Barros for his relocation and $171,500 incurred by Mr. Barros for his living expenses while on assignment.
(c)(b)	The Company does not provide tax reimbursements on the value of future perquisites and personal benefits received by the NEOs other than those provided to other employees. The Company’s standard policy for employees is to provide a tax gross-up for certain relocation assistance, other than with respect to $10,000 for a miscellaneous lump sum payment for relocation expenses. Mr. Barros’s relocation assistance includes $103,285 related to a tax gross-up payment on the relocation and living expenses and $84,338 for payment of foreign taxes.assistance.
(d)	(c)	For 2017,Messrs. Begor, Koehler and Singh, the amounts in this column reflect the aggregate increase (or decrease), if any, of accumulated benefit accruals for such individuals under the Company’s Supplemental Contribution Program in the applicable fiscal year as well as a Company matchedmatch of 100% of the first 5% of compensation (subject to the government limit on compensation of $285,000 in 2020) contributed on a pre-tax or after-tax basis to the tax-qualified profit sharing and 401(k) Plan. For Messrs. Gamble and Ploder, the amounts reflect a Company match of 50% of the first 6% of compensation (subject to the government limit on compensation of $270,000$285,000 in 2017)2020) contributed on a pre-tax or after-tax basis to the tax-qualified profit sharing and 401(k) Plan. See “401(k) Plan” on page 4961 and “U.S. Retirement Income PlanSupplemental Contribution Program” on page 52.
(e)	Represents insurance premiums paid for NEO personal excess liability insurance and imputed income related to Company-paid life insurance for Mr. Smith.67.
	(d)	Represents imputed income for the cost of $3,000,000 in life insurance coverage. Mr. Ploder has this coverage as a participant in the Equifax Inc. Executive Life and Supplemental Retirement Benefit Plan, which was closed to new participants in 2005. Existing participants at time of closure were grandfathered under the plan.

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20172020 Grants of Plan-Based Awards

 

Set forth below is information regarding awards provided to the NEOs in 2017.2020. The non-equity incentive awards were made under the Annual Incentive Plan (“AIP”)AIP which is part of our shareholder-approved amended and restated 2008 Omnibus Incentive Plan (the “2008 Omnibus Incentive Plan”). The equity awards were also made under the 2008 Omnibus Incentive Plan.

 

				Estimated 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 ($)		Threshold (#)		Target (#)		Maximum (#)		Stock or Units(4) (#)		Underlying Options (#)		Option Awards ($/Sh)		Option Awards(5) ($)
P. Barros
AIP		2/16/17		134,748		336,870		673,740
PS-TSR		2/16/17								698		1,395		2,790								225,840
PS-EPS		2/16/17								698		1,395		2,790								181,252
RSUs		2/16/17														1,395						181,252
RSUs		12/1/17														13,283						1,500,049
Options		2/16/17																5,580				120,497
J. Gamble
AIP		2/16/17		158,439		396,099		792,197
PS-TSR		2/16/17								1,299		2,598		5,196								420,597
PS-EPS		2/16/17								1,299		2,598		5,196								337,558
RSUs		2/16/17														2,598						337,558
Options		2/16/17																10,385				224,257
J. Kelley
AIP		2/16/17		131,745		329,363		658,727
PS-TSR		2/16/17								1,034		2,068		4,136								334,794
PS-EPS		2/16/17								1,034		2,068		4,136								268,695
RSUs		2/16/17														2,068						268,695
Options		2/16/17																8,279				178,780
R. Ploder
AIP		2/16/17		125,400		313,500		627,000
PS-TSR		2/16/17								808		1,616		3,232								261,619
PS-EPS		2/16/17								808		1,616		3,232								209,967
RSUs		2/16/17														1,616						209,967
Options		2/16/17																6,469				139,694
J. Loughran
AIP		2/16/17		110,885		277,212		554,423
PS-TSR		2/16/17								722		1,443		2,886								233,611
PS-EPS		2/16/17								722		1,443		2,886								187,489
RSUs		2/16/17														1,443						187,489
RSUs		7/28/17														862						125,068
Options		2/16/17																5,774				124,686
Options		7/28/17																3,445				83,073
R. Smith
AIP		2/16/17		480,173		1,200,433		2,400,866
PS-TSR		2/16/17								7,813		15,625		31,250								2,529,575
PS-EPS		2/16/17								7,813		15,625		31,250								2,030,156
RSUs		2/16/17														15,625						2,030,156
Options		2/16/17																62,497				1,349,583

				Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2)						Estimated Future Payouts Under Equity Incentive Plan Awards(3)						All Other Stock Awards: Number of Shares of		All Other Option Awards: Number of Securities		Exercise or Base Price of		Grant Date Fair Value of Stock and
Name(1)		Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		Stock or Units(4)  (#)		Underlying Options (#)		Option Awards(5)  ($/Sh)		Option Awards(6)  ($)
M. Begor
AIP		2/21/20		623,077		1,557,692		3,115,385
PS		2/21/20								9,377		18,754		37,508								4,050,034
RSUs		2/21/20														12,694						2,025,074
PPSOs		2/21/20																44,321		175.48		1,012,292
PPSOs		2/21/20																55,919		191.44		1,012,693
J. Gamble
AIP		2/21/20		241,884		604,710		1,209,421
PS		2/21/20								1,737		3,473		6,946								750,014
RSUs		2/21/20														2,351						375,055
PPSOs		2/21/20																8,208		175.48		187,471
PPSOs		2/21/20																10,355		191.44		187,529
R. Ploder
AIP		2/21/20		191,077		477,692		955,385
PS		2/21/20								1,274		2,547		5,094								550,039
RSUs		2/21/20														1,724						275,030
PPSOs		2/21/20																6,019		175.48		137,474
PPSOs		2/21/20																7,594		191.44		137,527
B. Koehler
AIP		2/21/20		202,644		506,611		1,013,221
PS		2/21/20								1,158		2,316		4,632								500,154
RSUs		2/21/20														1,567						249,984
PPSOs		2/21/20																5,472		175.48		124,980
PPSOs		2/21/20																6,904		191.44		125,031
S. Singh
AIP		2/21/20		189,539		473,846		947,693
PS		2/21/20								1,274		2,547		5,094								550,039
RSUs		2/21/20														1,724						275,030
PPSOs		2/21/20																6,019		175.48		137,474
PPSOs		2/21/20																7,594		191.44		137,527

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(1)	AIP = 2017cash incentive award under 2020 Annual Incentive Plan; PS-TSRPS = TSR performance shares; PS-EPS = Adjusted EPS performance shares;shares granted under annual LTIP; RSUs = time-vested RSUs; OptionsRSUs granted under annual LTIP; PPSOs = non-qualifiedgrant of premium-priced stock options.options granted under annual LTIP.
(2)	The amounts shown represent the range of possible dollar payouts that could have been earned under the 20172020 Annual Incentive Plan. The amount in the “Threshold” column assumes the Company achieved the minimum performance level required for the granting of AIP awards, and that the NEO was rated “achieves expectations” for the individual performance portion of the award (100% of threshold)target), resulting in an award equal to 40% of his or hereach NEO’s award target. In response to the cybersecurity incident, the Board exercised its negative discretion to eliminate payments under the 2017 AIP to our NEOs (other than our former CEO, who agreed he would not receive a payout under the 2017 AIP in connection with his retirement).
(3)	Represents grants to each NEO during 20172020 of TSR performance shares under our 2008 Omnibus Incentive Plan. TSR performance shares granted are earned, if at all, based on our TSR performance after a three-year period relative to the TSR after the same period for the companies in the S&P 500 Index as of the grant date. Adjusted EPSTSR performance shares are earned, ifaccrue dividend equivalent units which vest at all, based on three-year cumulative Adjusted EPS. Dividend equivalents accrue on unvestedthe same time and at the same level of award attainment as the underlying shares. Information regarding performance targets, vesting and additional performance share award details is set forth under “2020 Long-Term Equity Incentive Compensation” beginning on page 38.49.
(4)	Represents the number of RSUs granted to each NEO during 2017.2020. The RSUs will vest, subject to continued employment, on the third anniversary of the grant date. Dividend equivalents accrue on unvested shares. Additional information regarding RSUs is set forth under the heading “2020 Long-Term Equity Incentive Compensation” beginning on page 38.49.
(5)	Represents premium-priced stock options issued with an exercise price equal to 110% ($175.48) or 120% ($191.44) of the grant date fair value of the stock ($159.53).
(6)	Represents full grant date fair value of stock and option awards granted to each NEO in 20172020 computed in accordance with FASB ASC Topic 718, excluding the estimated effect of forfeitures. The stock options vest, subject to continued employment, one-third annually for three years following the grant date and have a six-year term.

 

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

 

Our executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and the Grants of Plan-Based Awards Table was paid or awarded, are described under “Compensation Discussion and Analysis” beginning on page 30.35. A summary of certain material terms of our compensation plans and arrangements is set forth below.

 

20172020 Annual Incentive Plan. In response to the cybersecurity incident, the Board exercised its negative discretion to eliminate payments under the 2017 AIP to our NEOs (other than our former CEO, who agreed he would not receive a payout under the 2017 AIP in connection with his retirement). See “Elimination of 2017 Plan

Annual Incentive Awards” for more information regarding these eliminated payments, including the value of the eliminated amount for each NEO. Although the 2017 cash incentive opportunity was eliminated, in general, annual incentive opportunities awarded to our NEOs are earned based on Company performance against one-year operating objectives and individual performance metrics. The actual amount of annual incentive earned by each NEO pursuant to the individual performance portion is reported in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table. Annual incentive plan thresholds, targets and maximums are identified for each NEO in the “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards”Awards” column of the“the “20172020 Grants of Plan-Based Awards”table above.on page 60. Additional information regarding the design of the annual incentive plan is included in the CD&A.

 

401(k) Plan.Plan

We sponsor a tax-qualified 401(k) Plan in which eligible salaried employees may participate in either a basic plan 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 2017,2020, we matched either 50% of the first 6% of pay, or 100% of 4%5% of pay an employee contributed on a pre-tax or after-tax basis to the plan (subject to the government limit on compensation, or $270,000$285,000 in 2017) (the “basic plan”)2020). Participants other than the NEOs also receive a direct Company contribution (the “enhanced plan”), under which Equifax may make a contribution of between 1.5% and 4% of pay based on years of service, even if employees do not choose to make a 401(k) Plan contribution, and also may provide a 100% match on employee 401(k) Plan contributions up to 4% of pay compared to a 50% match on the first 6% of employees’ contributions in the previous 401(k) Plan.

 

Supplemental Retirement Plan and U.S. Retirement Income Plan. The USRIP is a tax-qualified defined benefit plan that covers eligible U.S. employees. The USRIP has been frozen for U.S. employees who did not meet certain grandfathering criteria (i.e., those employees who were not retirement-eligible on the freeze date, which includes allPlan

Descriptions of the NEOs),SERP and provide these employees and certain other employees not eligible to participate in the USRIP with an enhanced 401(k) Plan described above. The pension plan amendments freeze service credit as of December 31, 2008, and salary increases as of December 31, 2012. The NEOs participate in a nonqualified supplemental retirement plan describedare set forth below and do not participate in the enhanced 401(k) Plan. The changes did not affect our U.S. retirees, former employees with vested benefits or employees who were eligible to retire prior to January 1, 2009 (the “grandfathered group”). Members of the grandfathered group who were still employedunder “Pension Benefits at 2020 Fiscal Year-End” on December 31, 2014 had their pension benefits fully frozen on this date.page 65.

 

Executive Life and Supplemental Retirement Benefit Plan.Plan

The Executive Life and Supplemental Retirement Benefit Plan provides executive life insurance benefits, which may also include capital accumulation benefits. The Executive Life Plan’s grantor trust is used to ensure that the insurance premiums due under this plan are paid in case we fail to make scheduled payments following a change in control, as defined in the trust agreement. The Executive Life Plan was amended and restated effective July 2002 to provide that executive officers will receive only life insurance benefits and no retirement benefits under the plan, in order to make permanent our suspension of premium payments after July 30, 2002 in compliance with Sarbanes-Oxley Act prohibitions against company loans to their executive officers.

 

For NEOs, 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 46 under the heading “All Other Compensation.”

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Outstanding Equity Awards at 20172020 Fiscal Year-End

 

		Option Awards										Stock Awards
Name		Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable(1) (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(2)		Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(2)
P. Barros		0		5,580		0		129.93		2/16/2027
												2,599	(3)		306,474
												2,312	(3)		272,631
												1,413	(3)		166,621
												13,283	(3)		1,566,331
												8,797	(9)		1,037,342
																	4,627	(10)		545,616
																	2,826	(11)		333,242
J. Gamble		0		10,385		0		129.93		2/16/2027
												4,302	(4)		507,292
												4,295	(4)		506,466
												2,632	(4)		310,365
												14,560	(9)		1,716,915
																	17,182	(10)		2,026,101
																	10,528	(11)		1,241,462
J. Kelley		0		8,279		0		129.93		2/16/2027
												3,585	(5)		422,743
												3,303	(5)		389,490
												2,095	(5)		247,042
												12,133	(9)		1,430,723
																	13,218	(10)		1,558,667
																	8,380	(11)		988,170
R. Ploder		0		6,469		0		129.93		2/16/2027
												2,779	(6)		327,700
												2,709	(6)		319,445
												1,637	(6)		193,035
												9,402	(9)		1,108,684
																	10,838	(10)		1,278,017
																	6,548	(11)		772,140
J. Loughran		0		5,774		0		129.93		2/16/2027
				3,445				145.09		7/28/2027
												2,151	(7)		253,646
												2,147	(7)		253,174
												1,461	(7)		172,281
												868	(7)		102,355
												7,281	(9)		858,576
																	8,592	(10)		1,013,169
																	5,844	(11)		689,124
R. Smith		0		62,497		0		129.93		2/16/2027
												24,464	(8)		2,884,795
												22,546	(8)		2,658,624
												15,830	(8)		1,866,674
												82,786	(9)		9,762,125
																	106,590	(10)		12,569,093
																	63,320	(11)		7,466,694

		Option Awards										Stock Awards
Name		Number of Securities Underlying Unexercised Options Exercisable(#)		Number of Securities Underlying Unexercised Options Unexercisable(1)  (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(2)		Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(2)
M. Begor		41,497		20,749		0		112.46		5/4/28
		59,279		29,640		0		112.46		5/4/28
		0		63,597		0		127.37		2/22/25
		0		76,895		0		138.45		2/22/25
		0		92,712		0		149.53		2/22/25
		0		44,321		0		175.48		2/21/26
		0		55,919		0		191.44		2/21/26
												22,937	(3)		4,423,171
												16,056	(3)		3,096,239
												16,140	(3)		3,112,438
												12,815	(3)		2,471,245
																	32,112	(8)		10,161,857
																	45,875	(8)		14,517,164
																	36,758	(9)		7,088,413
																	51,462	(9)		9,923,932
																	37,866	(10)		7,302,079
J. Gamble		10,385		0		0		129.93		2/16/27
		7,418		3,710		0		121.35		3/5/28
		10,797		5,399		0		123.49		7/27/28
		0		16,512		0		127.37		2/22/25
		0		19,965		0		138.45		2/22/25
		0		24,069		0		149.53		2/22/25
		0		8,208		0		175.48		2/21/26
		0		10,355		0		191.44		2/21/26
												2,878	(4)		554,994
												4,164	(4)		802,986
												3,112	(4)		600,118
												2,373	(4)		457,609
																	5,757	(8)		1,821,805
																	9,924	(9)		1,913,744
																	12,404	(9)		2,391,987
																	7,012	(10)		1,352,194

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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		6,469		0		0		129.93		2/16/27
		4,671		2,336		0		121.35		3/5/28
		10,797		5,399		0		123.49		7/27/28
		0		12,233		0		127.37		2/22/25
		0		14,788		0		138.45		2/22/25
		0		17,831		0		149.53		2/22/25
		0		6,019		0		175.48		2/21/26
		0		7,594		0		191.44		2/21/26
												1,812	(5)		349,426
												4,164	(5)		802,986
												2,305	(5)		444,496
												1,740	(5)		335,542
																	3,625	(8)		1,147,133
																	9,188	(9)		1,771,814
																	7,350	(9)		1,417,374
																	5,142	(10)		991,583
B. Koehler		4,859		2,430		0		123.49		7/27/28
		0		11,007		0		127.37		2/22/25
		0		13,310		0		138.45		2/22/25
		0		16,047		0		149.53		2/22/25
		0		5,472		0		175.48		2/21/26
		0		6,904		0		191.44		2/21/26
												13,329	(6)		2,570,364
												1,874	(6)		361,382
												2,074	(6)		399,950
												1,582	(6)		305,073
																	3,748	(8)		1,186,056
																	6,616	(9)		1,275,829
																	8,270	(9)		1,594,787
																	4,676	(10)		901,720

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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		3,010		6,022		0		110.76		2/22/29
		0		7,339		0		127.37		2/22/25
		0		8,872		0		138.45		2/22/25
		0		10,697		0		149.53		2/22/25
		0		6,019		0		175.48		2/21/26
		0		7,594		0		191.44		2/21/26
												13,836	(7)		2,668,134
												2,305	(7)		444,496
												1,740	(7)		335,542
																	7,350	(9)		1,417,374
																	9,188	(9)		1,771,814
																	5,142	(10)		991,583

(1)	Options granted prior to 2019 and in 2020 vest one-third annually for three years following the grant date. Options granted in 2019 vest on the third anniversary of the grant date (except for an option granted to Mr. Singh on February 22, 2019 (9,032 underlying shares) in connection with his agreement to join the Company as President—USIS, which vest one-third annually for three years following the grant date).
(2)	Based on the closing price of Equifax common stock ($117.92)192.84) on December 29, 2017.31, 2020.
(3)	RSUs vest on February 19, 2018 (2,599)May 4, 2021 (22,937), May 4, 2021 (16,056), February 18, 2019 (2,312),22, 2022 (16,140) and February 16, 2020 (1,413) and December 1, 2020 (13,283)21, 2023 (12,815).
(4)	RSUs vest on February 19, 2018 (4,302)March 5, 2021 (2,878), July 27, 2021 (4,164), February 18, 2019 (4,295)22, 2022 (3,112) and February 16, 2020 (2,632)21, 2023 (2,373).
(5)	RSUs vest on February 19, 2018 (3,585)March 5, 2021 (1,812), July 27, 2021 (4,164), February 18, 2019 (3,303)22, 2022 (2,305) and February 16, 2020 (2,095)21, 2023 (1,740).
(6)	RSUs vest on February 19, 2018 (2,779)July 27, 2021 (13,329), July 27, 2021 (1,874), February 18, 2019 (2,709)22, 2022 (2,074) and February 16, 2020 (1,637)21, 2023 (1,582).
(7)	RSUs vest on February 19, 2018 (2,151)22, 2021 (13,836), February 18, 2019 (2,147)22, 2022 (2,305), February 16, 2020 (1,461) and July 28, 2020 (868).

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(8)	RSUs vest on February 19, 2018 (24,464), February 18, 2019 (22,546) and February 16, 2020 (15,830)21, 2023 (1,740).
(9)(8)	Performance shares granted during 20152018 that were earned based on Equifax’s performance for the three-year performance period ended December 31, 2017;2020; the performance shares did not vest until performance was approved by the Compensation Committee in February 20182021 and therefore were unvested as of December 31, 2017.2020.
(10)(9)	Maximum (200% of target) of performance shares granted during 2016 that may be earned based on Equifax’s performance, as determined by the Compensation Committee, following the completion of the three-year performance period ended December 31, 2018.
(11)	Maximum (200% of target) of performance shares granted during 20172019 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, 2019.2021.
(10)	Maximum (200% of target) of performance shares granted during 2020 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, 2022.

 

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Option Exercises and Stock Vested in Fiscal Year 20172020

 

		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)
P. Barros		0		0		5,444		704,236		10,888		1,408,472
J. Gamble		0		0		79,984		10,907,418		18,736		2,555,028
J. Kelley		0		0		7,258		938,895		14,516		1,877,790
R. Ploder		0		0		5,625		727,650		11,250		1,455,300
J. Loughran		6,000		626,918		3,992		516,405		7,984		1,032,810
R. Smith		0		0		35,686		4,616,341		107,152		13,861,183

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized On Exercise ($)(1)		Number of RSU Shares Acquired on Vesting (#)		Value of RSUs Realized on Vesting ($)(2)		Number of Performance Shares Acquired on Vesting (#)		Value of Performance Shares Realized on Vesting ($)(3)
M. Begor	0		0		0		0		0		0
J. Gamble	0		0		2,699		430,841		1,573		254,637
R. Ploder	0		0		1,678		267,859		978		158,319
B. Koehler	0		0		13,268		2,193,996		0		0
S. Singh	0		0		13,702		2,185,880		0		0

(1)	The value realized upon stock option exercises during 2017 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 20172020 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 200%58.3%) by the market price of Equifax common stock on February 21, 201719, 2020 ($129.36) (for all NEOs other than Mr. Gamble) and on May 21, 2017 ($136.37) (for Mr. Gamble)161.88).

 

Retirement Plans

 

The following table shows the present value at December 31, 20172020 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. Mr. Ploder is currently eligible for retirement under the USRIP and Messrs. Barros, Smith, KelleyGamble and Ploder are currently eligible for retirement under the USRIP and/or the SERP.

 

Pension Benefits at 20172020 Fiscal Year-End

 

Name		Plan Name		Number of Years Credited Service (#)			Present Value of Accumulated Benefit(3) ($)		Payments During Last Fiscal Year(s) ($)
P. Barros		USRIP		N/A	(1)				0
		SERP		8			2,579,300		0
J. Gamble		USRIP		N/A	(1)				0
		SERP		4			475,800		0
J. Kelley		USRIP		N/A	(1)				0
		SERP		5			1,964,600		0
R. Ploder		USRIP		5			197,100		0
		SERP		14			4,311,400		0
J. Loughran		USRIP		3			91,400		0
		SERP		12			1,533,800		0
R. Smith		USRIP		3			124,200		0
		SERP		17	(2)		24,735,900		0

Name		Plan Name		Number of Years Credited Service (#)		Present Value of Accumulated Benefit(1)  ($)		Payments During Last Fiscal Year(s) ($)
M. Begor(2)		USRIP		N/A		—		—
		SERP		N/A		—		—
J. Gamble(2)		USRIP		N/A		—		—
		SERP		7		3,895,100		—
R. Ploder		USRIP		5		255,700		—
		SERP		17		6,518,700		—
B. Koehler(2)		USRIP		N/A		—		—
		SERP		N/A		—		—
S. Singh(2)		USRIP		N/A		—		—
		SERP		N/A		—		—

(1)	Messrs. Barros, Gamble and Kelley are not participants in the USRIP.
(2)	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.
(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.

 

EQUIFAX INC. - 2018 Proxy Statement51U.S. Retirement Income Plan

The USRIP is a tax-qualified defined benefit plan that covers eligible salaried U.S. 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 frozen 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 had their pension benefits fully frozen on such date.  

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

•	“Average earnings” is based on the highest paid 36 consecutive months of employment. Earnings considered are base salary plus annual incentives, up to a maximum of either 125% of base salary or base salary plus 75% of other earnings, whichever is greater. As a tax-qualified retirement plan, earnings are limited under Internal Revenue Service (“IRS”) requirements. The limit on earnings for 2017 was $270,000.
•	“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.Plan

 

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

Supplemental Retirement Plan. The SERP covers thecertain NEOs (Messrs. Gamble and Ploder) and other senior executive officers designated by the Compensation Committee. Messrs. Begor, Koehler and Singh do not participate in the SERP. The plan provides benefits that supplement the USRIP benefits. The SERP provides an annual benefit equal to 2.5% of “average annual earnings” times years of service as a senior executive officer (up to 10 years), plus 1.67% of average annual earnings multiplied by years of service as a senior executive officer in excess of 10 years (up to 20 years). “Average annual earnings” for this purpose means the highest paid 36 consecutive months of employment and includes base salary and annual incentives. For service as a senior executive officer in excess of 20 years or in a position other than as a senior executive officer, a participant receives a “restoration benefit” using a formula similar to that of the USRIP, without the IRS limits on compensation. In general, only actual years of service with the Company are credited for purposes of determining the SERP benefit. EffectiveThe SERP was closed to new participants after January 1, 2011, the Company prospectively eliminated additional years of SERP service credit for new employment or other agreements. In November 2015, the Company closed the SERP to new participants.2016.

 

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

 

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

 

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

 

Non-Qualified Deferred Compensation

The following table sets forth information regarding the NEOs’ participation in our non-qualified deferred compensation plans in 2020. All of the balances relate to executives’ own deferred amounts. Cash deferrals are invested in investment funds available to the general public. Stock deferrals are deferred as stock equivalent units with earnings and losses solely attributable to changes in our stock price. We do not make any additional contributions to such plans, except as explained on page 67 with respect to the Supplemental Contribution Plan.Program.

		Non-Qualified Deferred Compensation for 2020 Fiscal Year
Name		Executive Contributions in Last FY(1)  ($)		Registrant Contributions in Last FY(2)  ($)		Aggregate Earnings in Last FY(3)  ($)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE(4)  ($)
M. Begor		0		461,539		105,050		0		1,064,729
J. Gamble		0		0		0		0		0
R. Ploder		0		0		0		0		0
B. Koehler		0		166,493		38,325		0		387,405
S. Singh		0		150,179		25,109		0		273,128

(1)	These amounts include salary contributions made by NEOs to the Executive Deferred Compensation Plan and stock deferred to the Director and Executive Stock Deferral Plan. Accordingly, cash deferral amounts are included in the amounts reported in the “Salary” column in the Summary Compensation Table on page 58.
(2)	These amounts represent the Company’s contribution on behalf of the NEO under the Supplemental Contribution Program funded in February 2021 based on base salary and incentives earned in 2020. Participants in the SERP are not eligible to participate in the Supplemental Contribution Program.
(3)	Aggregate earnings in the last fiscal year are not reflected in the Summary Compensation Table because earnings were neither preferential nor above-market. These amounts include earnings (losses), dividends and interest provided on current contributions and existing balances, including the change in value of the underlying investment options in which the NEO is deemed to be invested. These amounts are not reported in the Summary Compensation Table as compensation.
(4)	These amounts represent each NEO’s aggregate balance in the Executive Deferred Compensation Plan and the Director and Executive Stock Deferral Plan and/or the Supplemental Contribution Program as of December 31, 2020. The numbers also include the contributions made by each NEO to the Executive Deferred Compensation Plan, which are also reported in the “Salary” column of the Summary Compensation Table.

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Supplemental Contribution Program

After the SERP was closed to new participants in 2015,on January 1, 2016, the Company amended its Executive Deferred Compensation Plan to add provisions to permit senior executive officers designated by the Compensation Committee to receive supplemental retirement contributions (the “Supplemental Contribution Plan”Program”). NEOs and senior executive officers who participate in the SERP are not eligible to participate in the Supplemental Contribution Plan.Program. Messrs. Begor, Koehler and Singh participate in the Supplemental Contribution Program.

 

The Supplemental Contribution PlanProgram provides for an annual contribution equal to 10% of the sum of the eligible executive’s base salary and annual bonuscash 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.

 

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Non-Qualified Deferred Compensation Plans

The following table sets forth information regarding the NEOs’ participation in our non-qualified deferred compensation plans in 2017. 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, except as explained on page 52 with respect to the Supplemental Contribution Plan.

	Non-Qualified Deferred Compensation for 2017 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) ($)
P. Barros		468,392		0		195,568		0		1,296,092
J. Gamble		0		0		0		0		0
J. Kelley		0		0		0		0		0
R. Ploder		0		0		0		0		0
J. Loughran		0		0		0		0		0
Deferred Stock Units		0		0		55,944		0		1,736,018
R. Smith		0		0		0		0		0

(1)	These amounts include salary contributions made by NEOs to the Executive Deferred Compensation Plan and 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.
(2)	Aggregate earnings in the last fiscal year are not reflected in the Summary Compensation Table because earnings were neither preferential nor above-market. These amounts include earnings (losses), dividends and interest provided on current contributions and existing balances, including the change in value of the underlying investment options in which the NEO is deemed to be invested. These amounts are not reported in the Summary Compensation Table as compensation.
(3)	These amounts represent each NEO’s aggregate balance in the Executive Deferred Compensation Plan and the Director and Executive Stock Deferral Plan as of December 31, 2017. The numbers also include the contributions made by each NEO to the Executive Deferred Compensation Plan, which are also reported in the“Salary” column of the Summary Compensation Table.

 

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

 

Director and Executive Stock Deferral Plan.Plan

This nonqualified plan permits the directors, NEOs and other eligible employeessenior leadership team members to defer receipt of compensation and taxes upon the vesting of RSUs.RSUs and performance shares. Participants may defer 25%, 50%, 75% or 100% of the portion of the grant that is vesting. Stock deferrals track the performance of our common stock, withoutwith credit for dividends.dividends beginning with grants made in 2020. The participant receives the right to a number of shares of deferred stock equal to any gain in the value of our common stock. In general, amounts deferred under the plan are not paid until the participant retires. However, participants may also establish sub-accounts from which amounts are to be paid on specific pre-retirement timetables established by the director or executive officer, referred to as a scheduled withdrawal. Amounts deferred are paid in our common stock, either in a lump sum or in annual installments over a period of two years up to 15five years for retirement distributions, or up to five years for a scheduled withdrawal. The Company makes no contributions to this plan but pays all administrative costs and expenses.

 

Executive Deferred Compensation Plan.Plan

This nonqualified plan is a tax deferred compensation program for a limited number of executives, including NEOs, and provides a tax favorable vehicle for deferring annual compensation, including base salary and annual incentive.or periodic incentives. Under the plan, an executive may defer up to 75% of his or her base salary and up to 100% of any incentive payment. Amounts deferred are credited with gains or losses which mirror the performance of benchmark investment funds selected by the participant from among several publicly-available investment funds. The plan does not offer any above-market or preferential rates of return to the NEOs. Amounts deferred are paid, at the participant’s option, either in a lump sum or in annual installments over a period of up to 15 years for retirement or termination distributions, or up to five years for a scheduled withdrawal. The Company pays all administrative costs and expenses of the plan.

 

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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, 20172020 under the circumstances shown, with the exception of Mr. Smith, who terminated service as our Chairman and Chief Executive Officer in 2017. Information concerning Mr. Smith’s termination is discussed on page 57.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 2017,2020, and vested account balances in our 401(k) Plan that are generally available to all of our active U.S. salaried employees. Actual amounts to be paid can only be determined at the time of such executive’s termination of service.

 

P. BARROS

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)			162,692	(2)			3,463,805	(3)			0				0				0
Pension/supplemental retirement plan(4)			2,579,300				2,579,300				2,579,300				2,579,300				2,579,300				2,579,300				1,315,400	(5)
Executive compensation deferral program(6)			1,296,092				1,296,092				1,296,092				1,296,092				1,296,092				1,296,092				1,296,092
Life insurance benefits			0				0				0				4,320	(7)			0				0				250,000	(8)
Disability benefits			0				0				0				828	(9)			0				510,700	(10)			0
Healthcare benefits			0				0				0				62,357	(11)			0	(17)			145,300	(12)			4,600	(13)
Perquisites and other personal benefits			0				0				0				10,000	(14)			0				0				0
Tax gross-up			0				0				0				2,313,940	(15)			0				0				0
Market value of stock options vesting on termination			0				0				0				0				0				0				0
Market value of restricted stock vesting on termination			0				0				0				3,803,981	(16)			0				3,803,981	(16)			3,803,981	(16)
TOTAL			3,875,392				3,875,392				4,038,084				13,534,623				3,875,392				8,335,373				6,670,073

J. GAMBLE

Payment or benefit		Voluntary termination by the NEO ($)				Termination by us for cause ($)				Termination by us without cause or by the NEO with good reason ($)				Termination by us without cause or by the NEO with good reason following a change in control ($)				Retirement ($)				Disability ($)				Death ($)
Severance payments			0				0	(1)			127,908	(2)			6,029,355	(3)			0				0				0
Pension/supplemental retirement plan(4)			475,800				475,800				475,800				1,684,700				475,800				475,800				240,800	(5)
Executive compensation deferral program(6)			0				0				0				0				0				0				0
Life insurance benefits			0				0				0				4,320	(7)			0				0				1,250,000	(8)
Disability benefits			0				0				0				828	(9)			0				898,100	(10)			0
Healthcare benefits			0				0				0				61,694	(11)			0	(17)			118,000	(12)			7,300	(13)
Perquisites and other personal benefits			0				0				0				10,000	(14)			0				0				0
Tax gross-up			0				0				0				0	(15)			0				0				0
Market value of stock options vesting on termination			0				0				0				0				0				0				0
Market value of restricted stock vesting on termination			0				0				0				3,972,607	(16)			0				3,972,607	(16)			3,972,607	(16)
TOTAL			475,800				475,800				603,708				11,763,504				475,800				5,464,507				5,470,707

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J. KELLEYM. 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 ($)				Voluntary termination by the NEO ($)		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)			141,427	(2)			6,469,931	(3)			0				0				0			0		0	(1)	6,000,000	(2)	9,000,000	(3)	0		0		0
Pension/supplemental retirement plan(4)			1,964,600				1,964,600				1,964,600				1,964,600				1,964,600				1,964,600				1,042,300	(5)		0		0		0		0		0		1,064,729		1,064,729
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				250,000	(8)		0		0		0		0		0		0		250,000	(7)
Disability benefits			0				0				0				828	(9)			0				756,100	(10)			0			0		0		0		0		0		527,800	(8)	0
Healthcare benefits			0				0				0				61,694	(11)			0	(17)			125,500	(12)			4,600	(13)		0		0		38,949	(9)	38,949	(9)	0		129,900	(10)	6,400	(11)
Perquisites and other personal benefits			0				0				0				10,000	(14)			0				0				0
Perquisites and other personal benefits(12)																														0		0		50,000		50,000		0		50,000		50,000
Tax gross-up			0				0				0				0	(15)			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		1,667,805	(17)	17,259,338	(13)	0		17,259,338	(13)	17,259,338	(13)
Market value of restricted stock vesting on termination			0				0				0				3,178,298	(16)			0				3,178,298	(16)			3,178,298	(16)
Market value of restricted stock units and performance shares vesting on termination																														0		0		13,258,096	(14)	58,445,497	(15)	0		58,445,497	(15)	58,445,497	(15)
TOTAL			1,964,600				1,964,600				2,106,027				11,689,671				1,964,600				6,024,498				4,475,198			0		0		21,014,849		84,793,785		0		77,477,264		77,075,964
J. GAMBLE
Payment or benefit																														Voluntary termination by the NEO ($)		Termination by us for cause ($)		Termination by us without cause or by the NEO with good reason ($)		Termination by us without cause or by the NEO with good reason following a change in control ($)		Retirement ($)		Disability ($)		Death ($)
Severance payments																														0		0	(1)	210,792	(2)	2,534,778	(3)	0		0		0
Pension/supplemental retirement plan(4)																														3,895,100		3,895,100		3,895,100		3,895,100		3,895,100		3,895,100		1,761,800	(5)
Executive compensation deferral program(6)																														0		0		0		0		0		0		0
Life insurance benefits																														0		0		0		0		0		0		1,250,000	(7)
Disability benefits																														0		0		0		0		0		712,600	(8)	0
Healthcare benefits																														0		0		0		25,475	(9)	0		129,300	(10)	6,400	(11)
Perquisites and other personal benefits(12)																														0		0		10,000		10,000		10,000		10,000		10,000
Tax gross-up																														0		0		0		0		0		0		0
Market value of stock options vesting on termination																														0		0		0		4,006,002	(13)	0		4,006,002	(13)	4,006,002	(13)
Market value of restricted stock units and performance shares vesting on termination																														0		0		0		9,219,340	(15)	0		9,219,340	(15)	9,219,340	(15)
TOTAL																														3,895,100		3,895,100		4,115,892		19,690,695		3,905,100		17,972,342		16,253,542

 

R. PLODER

Payment or benefit		Voluntary termination by the NEO ($)				Termination by us for cause ($)				Termination by us without cause or by the NEO with good reason ($)				Termination by us without cause or by the NEO with good reason following a change in control ($)				Retirement ($)				Disability ($)				Death ($)
Severance payments			0				0	(1)			288,462	(2)			3,474,496	(3)			0				0				0
Pension/supplemental retirement plan(4)			4,508,500				4,508,500				4,508,500				4,508,500				4,508,500				4,508,500				2,291,600	(5)
Executive compensation deferral program(6)			0				0				0				0				0				0				0
Life insurance benefits			0				0				0				0	(7)			0				0				3,000,000	(8)
Disability benefits			0				0				0				552	(9)			0				756,100	(10)			0
Healthcare benefits			0				0				0				62,357	(11)			98,900	(17)			194,100	(12)			4,600	(13)
Perquisites and other personal benefits			0				0				0				10,000	(14)			0				0				0
Tax gross-up			0				0				0				0	(15)			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				2,520,540	(16)			0				2,520,540	(16)			2,520,540	(16)
TOTAL			4,508,500				4,508,500				4,796,962				10,576,445				4,607,400				7,979,240				7,816,740

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J. LOUGHRANR. PLODER

Payment or benefit		Voluntary termination by the NEO ($)		Termination by us for cause ($)		Termination by us without cause or by the NEO with good reason ($)		Termination by us without cause or by the NEO with good reason following a change in control ($)		Retirement ($)		Disability ($)		Death ($)
Severance payments		0		0	(1)	398,077	(2)	2,070,000	(3)	0		0		0
Pension/supplemental retirement plan(4)		6,774,400		6,774,400		6,774,400		6,774,400		6,774,400		6,774,400		3,155,200	(5)
Executive compensation deferral program(6)		0		0		0		0		0		0		0
Life insurance benefits		0		0		0		0		0		0		3,000,000	(7)
Disability benefits		0		0		0		0		0		531,700	(8)	0
Healthcare benefits		0		0		0		44,720	(9)	60,000	(16)	137,100	(10)	6,400	(11)
Perquisites and other personal benefits(12)		0		0		10,000		10,000		10,000		10,000		10,000
Tax gross-up		0		0		0		0		0		0		0
Market value of stock options vesting on termination		0		0		0		3,034,017	(13)	0		3,034,017	(13)	3,034,017	(13)
Market value of restricted stock units and performance shares vesting on termination		0		0		0		6,764,562	(15)	0		6,764,562	(15)	6,764,562	(15)
TOTAL		6,774,400		6,774,400		7,182,477		18,697,700		6,844,400		17,251,779		15,970,179
B. KOEHLER
Payment or benefit		Voluntary termination by the NEO ($)		Termination by us for cause ($)		Termination by us without cause or by the NEO with good reason ($)		Termination by us without cause or by the NEO with good reason following a change in control ($)		Retirement ($)		Disability ($)		Death ($)
Severance payments		0		0	(1)	100,962	(2)	2,296,875	(3)	0		0		0
Pension/supplemental retirement plan(4)		0		0		0		387,405		0		387,405		387,405
Executive compensation deferral program(6)		0		0		0		0		0		0		0
Life insurance benefits		0		0		0		0		0		0		250,000	(7)
Disability benefits		0		0		0		0		0		1,533,800	(8)	0
Healthcare benefits		0		0		0		44,720	(9)	0		97,100	(10)	500	(11)
Perquisites and other personal benefits(12)		0		0		10,000		10,000		0		10,000		10,000
Tax gross-up		0		0		0		0		0		0		0
Market value of stock options vesting on termination		0		0		0		2,412,735	(13)	0		2,412,735	(13)	2,412,735	(13)
Market value of restricted stock units and performance shares vesting on termination		0		0		0		8,144,302	(15)	0		8,144,302	(15)	8,144,302	(15)
TOTAL		0		0		110,962		13,296,037		0		12,585,342		11,204,942

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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 ($)				Voluntary termination by the NEO ($)		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)			237,500	(2)			2,865,566	(3)			0				0				0			0		0	(1)	66,346	(2)	2,070,000	(3)	0		0		0
Pension/supplemental retirement plan(4)			1,625,200				1,625,200				1,625,200				2,434,400				1,625,200				1,625,200				852,900	(5)		0		0		0		273,128		0		273,128		273,128
Executive compensation deferral program(6)			1,736,018				1,736,018				1,736,018				1,736,018				1,736,018				1,736,018				1,736,018			0		0		0		0		0		0		0
Life insurance benefits			0				0				0				2,880	(7)			0				0				250,000	(8)		0		0		0		0		0		0		750,000	(7)
Disability benefits			0				0				0				552	(9)			0				1,201,000	(10)			0			0		0		0		0		0		1,675,900	(8)	0
Healthcare benefits			0				0				0				38,533	(11)			0	(17)			104,800	(12)			2,700	(13)		0		0		0		35,759	(9)	0		92,000	(10)	0	(11)
Perquisites and other personal benefits			0				0				0				10,000	(14)			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				1,510,422	(15)			0				0				0			0		0		0		0		0		0		0
Market value of stock options vesting on termination			0				0				0				0				0				0				0			0		0		0		2,035,727	(13)	0		2,035,727	(13)	2,035,727	(13)
Market value of restricted stock vesting on termination			0				0				0				2,140,012	(16)			0				2,140,012	(16)			2,140,012	(16)
Market value of restricted stock units and performance shares vesting on termination																														0		0		0		7,133,152	(15)	0		7,133,152	(15)	7,133,152	(15)
TOTAL			3,361,218				3,361,218				3,598,718				10,738,383				3,361,218				6,807,030				4,981,630			0		0		76,346		11,557,765		0		11,219,906		10,202,006

 

(1)	The broad-based Equifax Inc. Severance Plan as described on page 5771 does not pay a benefit for termination for cause by the Company.
(2)	ReflectsFor Mr. 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.
(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 a Tier I Changeparticipant in Control Agreement forthe CIC Plan.
(4)	For Messrs. Begor, Koehler and Singh, reflects the account balance as of December 31, 2020 under the Supplemental Contribution Program as described under “Non-Qualified Deferred Compensation” on page 66. For Messrs. Gamble and Kelley, and a Tier II Agreement for Messrs. Barros, Ploder, and Loughran.
(4)	Reflectsreflects pension benefits as described under the “Pension Benefits at 20172020 Fiscal Year-End” table on page 51,65, including commencement at the earliest age for unreduced retirement (age 60 or current age of executives over 60), and determined using interest and mortality rate assumptions consistent with those used in the Company’s financial statements under FASB ASC 715 for the SERP. For Messrs. Gamble and Loughran, a change in control triggers full vesting; the others are already fully vested in their SERP benefit at December 31, 2017.
	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 53.
	66.
(7)	Reflects the sum of 36 months of premiums under the Company’s broad-based basic life and accidental death and dismemberment insurance program. Mr. Ploder is ineligible for the broad-based basic life program because of his coverage in the executive life program.
(8)	For Mr. Ploder, reflects the executive life insurance death benefit payable assuming the executive’s death occurred on December 31, 2017. Messrs. Barros, Gamble and Kelley2020. For the other NEOs, who were hired after the date on which the executive life program was closed to new entrants. Messrs. Barros, Gamble Kelley and Loughran haveentrants, reflects 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, 2017, 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, 20172020 determined by (a) assuming full disability at December 31, 20172020 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-2017Pri-2012 disabled retiree mortality table with fully generational projections using scale MP-2017MP-2020 published by the Society of Actuaries, and (c) applying a discount rate of 4.03%2.49% per annum.
(9)	Reflects 24 months of health, dental and vision coverage using our COBRA premium rate.
(11)	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, 2017, 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 $25,200, calculated as a lump sum value (undiscounted) of 3% of pay (limited to government compensation limit) over the ensuing three years.
(12)(10)	Reflects the actuarial present value of the employer cost of providing continuation medical coverage assuming disablement at December 31, 2017,2020, with coverage until the earlier of 36 months and age 65, determined using interest and mortality rate assumptions consistent with those used in the Company’s financial statements under FASB ASC Topic 715.
(13)(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.
(14)(12)	Reflects the estimated cost to us of continuing financial planning and tax services for one year.
(13)	Pursuant to the applicable award agreement, executive would become immediately vested in all outstanding stock options. This value reflects the difference between the closing market price of the Company’s common stock ($192.84) on December 31, 2020, the last trading date of the year, as reported on the NYSE and the exercise price of all outstanding unvested options.

 

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(15)(14)	Pursuant to Mr. Begor’s employment agreement and equity award agreements, he would become immediately vested in all outstanding RSUs and performance shares awarded pursuant to his 2018 new hire award. The Companyamount reported with respect to the 2018 new hire award represents (a) the value of unvested RSUs at the closing market price of the Company’s common stock ($192.84) on December 31, 2020, as reported on the NYSE, and (b) the value of the unvested performance shares that will providebe paid based on the eligible executives with a gross-up payment for federal and state income taxes and federal excise taxes imposed on any “excess parachute payment.” The Company eliminated tax gross-ups for anyone hired after 2010. Thus, Messrs. Gamble’s and Kelley’s gross-up is reflected as $0. Mr. Ploder has a $0 tax gross up because an excess parachute payment excise tax would not have been triggered had a change in control occurredCompany’s cumulative TSR percentile rank at December 31, 2017.2020. All other outstanding RSU and performance share awards will continue to vest until the earlier of the applicable vesting date or the second anniversary of his termination date and, solely with respect to Mr. Begor’s 2018 long-term incentive award, a prorated amount of RSUs and performance shares will be paid.
(16)(15)	Pursuant to our 2008 Omnibus Incentive Plan and previous stock benefit plans,Mr. Begor’s employment agreement, the executive would become immediately vested in all outstanding RSUs and performance shares upon a death, disability or termination following a change ofin control. The amount reported represents (a) the value of unvested RSUs at the closing market price of the Company’s common stock ($117.92)192.84) on December 29, 2017,31, 2020, as reported on the NYSE, and (b)(i) for a termination following a change in control, the value of the unvested performance shares, with respect to a change of control,determined for each outstanding award as follows: if at least one calendar year of performance during the performance period of the performance share award has been completed prior to the change ofin control, the shares shallwill be paid based on the Company’s relative cumulative TSR positioning for performance shares that measure three-year relative TSRpercentile rank at December 31, 2020 and the Company’s cumulative Adjustedadjusted EPS compared to the performance goals for performance shares that measure thee-year cumulative Adjusted EPS at December 31, 2017,2020, otherwise the target award payout level (100%) shallwill be used, and with respect to all other events,(ii) for a termination as a result of death or disability, the value of the unvested performance shares at December 31, 2020, based on the target award payout level (100%).
(17)(16)	Reflects the actuarial present value of the employer cost of providing continuation medical coverage assuming retirement at December 31, 20172020 based on the assumptions for year-end disclosure under FASB ASC Topic 715. Messrs. Barros, Gamble
(17)	Pursuant to Mr. Begor’s employment agreement and Kelley were hired afterequity award agreements, he would become immediately vested in all outstanding options awarded pursuant to his 2018 new hire award. This value reflects the difference between the closing market price of the Company’s common stock ($192.84) on December 31, 2020, the last trading date of the year, as reported on which the Company ceased providing a retiree medical premium subsidy.NYSE and the exercise price of all outstanding unvested options awarded pursuant to his 2018 new hire award. All other outstanding options will continue to vest until the earlier of the applicable vesting date or the second anniversary of his termination date.

 

R. SMITH

As previously disclosed, on September 26, 2017, Mr. Smith retired as CEO and Chairman of the Board. Pursuant to the agreement between the Company and Mr. Smith, dated September 25, 2017, all decisions relating to the characterization of Mr. Smith’s departure and any obligations or benefits owed to Mr. Smith under the employment agreement between the Company and Mr. Smith, dated September 23, 2008 (the “Smith Employment Agreement”), or any plan, program, policy, or practice of the Company will be deferred until the Board of Directors completes its independent review of the 2017 cybersecurity incident. Mr. Smith did not receive any annual cash incentive payments as described in the Smith Employment Agreement for the period ending December 31, 2017. Mr. Smith is entitled to payments pursuant to his participation in the USRIP and SERP. See“Pension Benefits at 2017 Fiscal Year-End”for more information regarding Mr. Smith’s participation in the USRIP and SERP, including the present value at December 31, 2017 of accumulated benefits payable to Mr. Smith. The actuarial present value of the employer cost of providing continuation medical coverage for Mr. Smith assuming retirement at December 31, 2017 based on the assumptions for year-end disclosure under FASB ASC 715 is $103,500. Mr. Smith’s continuation medical coverage could be forfeited based on the Board’s review.

The shares Mr. Smith would have been entitled to receive upon vesting in February 2018 were placed in escrow until June 15, 2018. The shares will be released to Mr. Smith on or about June 15 unless the Board concludes that he is not entitled to those securities based on its ongoing review of the 2017 cybersecurity incident.

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 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.

 

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Payments Made Upon Retirement

 

In the event of the retirement of an NEO, in addition to the items identified above, the executive will:outstanding and unvested equity awards will be treated as followed:

 

•Equity Award Type	continue	Treatment
Stock options granted to the CEO in 2018 (10-year term; exercise price equal to closing stock price on grant date)		Award will immediately vest in all outstanding stock options and he will retain such options for the lesser of five years following his retirement or the remainder of the outstanding 10-year term;term (Mr. Begor will not be eligible for retirement before the final vesting date)
Stock options granted to Messrs. Gamble and Ploder in 2018 (10-year term; exercise price equal to closing stock price on grant date)
•	Award will continue to vest in any RSU grant;accordance with the original vesting schedule; executive will retain such options for the lesser of five years following the executive’s retirement or the remainder of the outstanding 10-year term (except stock options granted to Messrs. Gamble and Ploder in July 2018, which are forfeited if such NEO retires before vesting)
Premium-priced stock options representing incremental opportunity under the Equifax Transformation Leadership Program (the “2019 ETLP”) (6-year term; exercise price equal to 115%, 125% and 135% of closing stock price on grant date)		Forfeited
•Other premium-priced stock options granted under the 2019 ETLP (6-year term; exercise price equal to 115%, 125% and 135% of closing stock price on grant date)		Award will continue to vest in any performance-basedaccordance with the original vesting schedule (except for stock grant uponoptions granted to Mr. Begor, which would immediately vest) and remain exercisable for the lesser of five years following the executive’s retirement or the remainder of the outstanding 10-year term
Performance shares representing incremental opportunity under the 2019 ETLP		Forfeited (except for performance shares granted to Mr. Begor, which would remain eligible to vest, subject to completion of the performance milestones;milestones)
Other performance shares granted under the 2019 ETLP		Award will remain eligible to vest, subject to completion of the performance milestones
Stock options granted to Mr. Singh in February 2019 (10-year term; exercise price equal to closing stock price on grant date)		Award will continue to vest in accordance with the original vesting schedule; executive will retain such options for the lesser of five years following the executive’s retirement or the remainder of the outstanding 10-year term
Premium-priced stock options granted under 2020 annual LTI program (6-year term; exercise price equal to 110% and 120% of closing stock price on grant date)		Award will continue to vest (except for stock options granted to Mr. Begor, which would immediately vest) and remain exercisable for the lesser of five years following the executive’s retirement or the remainder of the outstanding 10-year term
Premium-priced stock options granted under 2021 annual LTI program to Mr. Begor (7-year term; exercise price equal to 110% and 120% of closing stock price on grant date)		Award will continue to vest and remain exercisable for the remainder of the outstanding 10-year term
TSR performance shares		Award will remain eligible to vest, subject to completion of the performance milestones
Time-based RSUs		Award will continue to vest (except for RSUs granted to Mr. Begor, which would immediately vest)

In addition, in the event of retirement, our NEOs will:

•	havereceive reimbursement by the Company for an executive physical in the year of retirement and retain access to retiree medical benefits for life (assuming the plan is not terminated and the executive is eligible and pays applicable premiums), including benefits for his or her dependents, as applicable, pursuant to the terms of the Company’s retiree medical plan; and
•	receive reimbursement by the Company for up to $10,000 ($12,500 in their first year for newly-hired executives) of financial planning and tax services incurred in the year of retirement and the subsequent year.year ($50,000 for the CEO).

 

Mr. Ploder is subject to different terms under which he is also eligible to continue to receive executive life insurance benefits.

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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, performance shares and stock options.

 

Payments Made Upon a Change in Control

The Company is party to Tier I or Tier II change in control agreements (the “CIC Agreements”) with each of the NEOs. The CIC Agreements provide that each executive is an at-will employee of the Company entitled to receive certain payments and benefits in the event of an employment termination after a change in control of the Company.

The CIC Agreements provide that if an executive’s employment is terminated within two or three (depending on whether a Tier I or Tier II agreement) years following a change in control (other than termination by the Company for 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 will receive:

a cash payment equal to the sum of (i) base salary through the date of termination, plus (ii) 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, pro-rated for the number of days in the current fiscal year through the date of termination;

a severance payment equal to two or three (depending on whether a Tier I or Tier II agreement) 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 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 amount equal to what the executive would have earned if executive had remained a Company employee until age 62; (c) executive’s final average earnings will be determined using 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 him 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 two or three (depending on whether a Tier I or Tier II agreement) years;

upon satisfaction of requirements for coverage prior to the end of the three-year benefit continuation period, the Company’s retiree medical coverage program for life; and

participation in the 401(k) Plan for a two- or three-year (depending on whether a Tier I or Tier II agreement) period, assuming the executive had made maximum contributions (if the Company cannot contribute these additional amounts because of the terms of the 401(k) Plan or applicable law, the Company will pay the executive a lump sum payment equal to the additional amounts the Company would have been required to contribute).

Generally, pursuant to the CIC Agreements, a change in control is deemed to occur:

upon an accumulation by any person, entity or group of 20% or more of the combined voting power of our voting stock;

a business combination resulting in the shareholders immediately prior to the combination owning less than two-thirds of the common stock and combined voting power of the new company;

a sale or disposition of all or substantially all of our assets; or

a complete liquidation or dissolution of the Company.

“Good reason” under the CIC Agreements means (i) a reduction in the executive’s base salary or material diminution of annual bonus opportunity, or failure to continue in effect benefits under the Company’s retirement compensation or other benefit plans; (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 the 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 in misconduct that is materially injurious to the Company.

Under the CIC Agreements for Messrs. Barros, Ploder and Loughran, benefits payable under their respective CIC Agreement and other Company compensation or benefit plans are not reduced to satisfy the limits of Code Section 280G, or similar state or local tax imposed on such payments. As a result, any payments Messrs. Barros, Ploder and Loughran receive will be increased, if necessary, so that after taking into account all taxes the executive would incur as a result of those payments, he would receive the same after-tax

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amount he would have received had no excise tax been imposed under Code Section 4999.Payments Made Upon a Change in Control

Change in Control Severance Plan

In February 2019, the Compensation Committee adopted the CIC Plan. The CIC Agreements for Messrs. GamblePlan applies to each of our NEOs, except Mr. Begor whose severance benefits upon a change in control are contained in his employment agreement (see “CEO Employment Agreement” on pages 53-54).

The Compensation Committee adopted the CIC Plan to ensure a uniform set of provisions among participating NEOs that is aligned with best practices. The CIC Plan supports the creation of shareholder value by mitigating economic anxiety that could arise due to uncertainty about future job continuity, which is intended to ensure the delivery of an intact leadership team to the successor organization and Kelley dofocus the team on shareholder objectives rather than how the outcome may affect them personally. The CIC Plan is not provide for such payments.intended to replace or affect other compensation elements.

 

The CIC Agreements added confidentiality provisions duringPlan provides the participating NEOs with severance benefits in the event that (i) a “change in control” of the Company occurs, and (ii) within 6 months prior to or within 24 months after the change in control, a participating NEO is terminated by the Company without “cause” or by the NEO for “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 NEO’s current base salary and target annual incentive for the year of termination;
•	a pro rata target annual incentive for the year of termination;
•	a cash payment equal to 24 months of the cost of COBRA coverage for the NEO and his or her dependents; and
•	full vesting of any unvested supplemental retirement benefits.

Severance 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 Plan, a “change in control” is deemed to occur upon:

•	an accumulation by any person, entity or group of 20% or more of the Company’s common stock;
•	a business combination resulting in shareholders immediately prior to the combination owning less than two-thirds of the Company’s common stock;
•	the members of the current Board of Directors ceasing to constitute a majority of the Board of Directors, except for new directors that are regularly elected; or
•	shareholder approval of a plan of complete liquidation or dissolution of the Company or an agreement for the sale of disposition of all or substantially all of the Company’s assets.

Under the terms of the CIC Plan, the participating NEOs become subject to standard definitions of “Cause” and “Good Reason” that align with contemporary best practices and severance benefits become subject to the Company’s 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 serious crime involving moral turpitude; (ii) willful misconduct that is materially injurious to the Company or any of its subsidiaries (whether financially, reputationally, or otherwise); (iii) willful and continued failure of an NEO to perform his or her duties and responsibilities (other than as a result of physical or mental illness or injury) after receipt of written notice of such failure, provided that the NEO shall have 30 days after the date of receipt of such notice in which to cure such failure (to the extent cure is possible); (iv) gross negligence in managing the material risks of the Company or its subsidiaries; (v) material breach of the CIC Plan or of the restrictive covenants after receipt of written notice of such breach, provided, that the NEO shall have 30 days after the date of receipt of such notice in which to cure such breach (to the extent cure is possible); or (vi) material violations of law or the Company’s Code of Conduct or insider trading policy, any of which results in material financial or reputational harm to the Company. An NEO can terminate his or her employment for “good reason” based upon (i) a material adverse change in the NEO’s employment andduties, authority, or responsibilities; (ii) a material reduction in the NEO’s base salary (which for two years after terminationpurposes of employment. The agreement also subjectsthe CIC Plan shall mean a reduction of 10% or more) or the target percentage of base salary under the Annual Incentive Plan; (iii) a material reduction in the value of the NEO’s annual equity or long term incentive award opportunity; (iv) a relocation of the NEO’s primary work location of more than 35 miles; or (v) the material breach by the Company of the terms of the CIC Plan.

In 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.

 

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Change in Control and Termination Provisions of Other Plans

 

Annual Incentive Plan.Plan

Under the AIP, which is established pursuant to the 2008 Omnibus Incentive Plan, an NEO would forfeit his or her award if he or she voluntarily terminated his or her employment other than for “good reason” (as defined in the plan) prior to year-end or if he or she is terminated by us for “cause” (as defined in the plan). However, the executive would receive a pro rata award under the plan if the executive’s employment is terminated prior to year-end as a result of death, disability, normal retirement or full early retirement or if the executive is involuntarily terminated by the Company without cause, or is voluntarily terminated by him or her for good reason.cause. If there is a change in control event and an NEO is terminated without cause or terminates for “good reason,” payments for annual incentive opportunities would be made to the executive in the manner described under ““Payments Made Upon a Change in Control”Control” on page 58.73.

 

2008 Omnibus Incentive Plan.Plan

Although subject to the discretion of the Compensation Committee, under the 2008 Omnibus Incentive Plan and applicable award agreements, stock option grants have historically provided that options are not exercisable after a participant terminates employment with the Company, unless the termination was the result 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 such executive is an employee of the Company.

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 include a “double-trigger” change-in-controlchange in control provision to limit accelerated vesting in the event of a change in control of Equifax to those situations where an executive is terminated without cause, the executive terminates for good reason or the acquirer fails to assume the awards. We also have double-trigger structures in place for other aspects of our compensation program.

 

Rabbi Trust.Trust