UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to SectionPROXY STATEMENT PURSUANT TO SECTION 14(a) of the SecuritiesExchange Act of
OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment
(Amendment No. )
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EQUIFAX INC.
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Innovating with
artificial intelligence
to help move
people forward
Notice of 2024 Annual Meeting and Proxy Statement
2023 was an energizing year for the New Equifax. As we move closer to completing the Equifax Cloud™ we are pivoting from building to leveraging our new Cloud capabilities, single data fabric, differentiated data, and EFX.AI Artificial Intelligence (AI) capabilities to deliver new solutions for customers and consumers in each of the 24 markets we serve. As we mark our 125-year anniversary in 2024, we are celebrating a culture of continuous innovation as the New Equifax that drives top and bottom line growth and delivers strong financial results for our shareholders.
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GrowthEquifax achieved record 2023 annual revenue of $5.265 billion,
up 4% in constant currency over 2022, during one of the most challenging U.S. mortgage markets in the last 20 years with U.S. mortgage inquiries down 34% and impacting Equifax revenue by about $500 million. The power and breadth of the Equifax business model, as well as our performance and execution against our EFX2025 strategic priorities, is reflected in our strong 7% organic constant currency non-mortgage growth in 2023. We exited 2023 with fourth quarter revenue growth of 11% and non-mortgage local currency revenue growth of 14%. We delivered these strong results while executing on our Cloud customer migrations and overall cost reduction plans, ending the year with about 70% of revenue in the new Equifax Cloud.
In 2020,2023, Equifax harnessed the power of the Equifax Cloud to deliver record levels of innovation and new products leveraging our new Cloud capabilities. We delivered more than 100 New Product Innovations (NPIs) for the fourth consecutive year with a record Vitality Index (defined as revenue from new products introduced in the last three years) of 14%, well above our 10% long term Vitality target for new products, while accelerating the development of advanced models leveraging our market-leading EFX.AI capabilities. In 2023, 70% of our new models were built using AI and Machine Learning (ML) tools, up from 60% in 2022. And, we drove record resultscontinued to invest in strategic, bolt-on acquisitions – completing the purchases of Boa Vista Serviços, the second largest credit bureau in Brazil, and unprecedented growth.
Cloud-Native TechnologyProfile Credit, the leading provider of credit information for the Canadian agri-food industry – bringing our total to 14 acquisitions valued at nearly $4 billion since 2021.
Our Global Technology and Product teams made great progress toward implementation of the Equifax Cloud in 2020, all while delivering enhanced stability, speed, agility, new products and cost efficiencies. Only Equifax has the global, cloud-native platforms that allow teams to work in parallel and create solutions holistically. A great example of this is Luminate, our global Identity and Fraud platform, that provides a one-stop shop across all categories of ID and Fraud analysis, giving our customers a breadth of capabilities found nowhere else in the market. A robust and growing suite, Luminate features cutting edge cloud-native products such as Workbench, Biometric Document Verification and Digital Identity Trust.
Culture of Customer Centricity
The COVID pandemic gave us a unique opportunity to engage with our customers in new ways, and to use our unique and differentiated data assets to deliver data, analytics, and solutions in a way that Only Equifax can do. We produced weekly COVID blogs, whitepapers and webinars to provide insights and launched response suites to support changing customer needs in the pandemic economy. Our solutions were designed 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.
Market-Leading D&A
Data, Analytics and Innovation are at the heart of Equifax and differentiate us from our competitors. Only Equifax has data assets at scale including our TWN income and employment data, NCTUE telco and utility data, IXI wealth data, Yodlee and Urjanet consumer permissioned data, and more. We are relentlessly
focused on expanding data that Only Equifax brings to market. These differentiated data assets in the Equifax Cloud allow us to bring uniquely Equifax multi-data solutions to our customers. Our unique data will continue to play an even greater role in our focus on accelerating new product development and growth in the future. We have continued our focus on building our differentiated data assets. With the combination of our PayNet and CFN databases — which represent 32M+ active businesses, 111M+ commercial tradelines and $3.6+ trillion total originations — plus the acquisition of Ansonia, we now have the most comprehensive set of data, analytics, enabling technologies and industry expertise around small and medium-sized businesses in the North American commercial credit services market.2023 Highlights
We also continue to build our market-leading decisioning technologies and in 2020, Equifax received 21 new patents, including 11 patents in the US. Eight of those originated from our Innovation Lab in the area of AI and Machine Learning, including two additional patents on our award-winning NeuroDecision technology.
Consumer-Friendly CRA
During the economic downturn of 2020, we focused on our commitment to “helping people live their financial best” and brought our company’s purpose to life by helping consumers who were negatively impacted during the pandemic and quarantine. For example, in the US we provided consumers weekly free credit reports to better support them as they applied for loans and managed their finances. We also launched our COVID+ Credit Financial Resources Center, offering free monthly credit scores with Equifax Core Credit, along with guidance for consumers on how to manage their money during the pandemic.
Industry Leader in Security
Our Cybersecurity team completed the final year of our three-year journey to become an Industry Leader in Security. Our security maturity improvement continues to be recognized by independent external parties as industry leading. We also continue to expand 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. Security is central to our DNA and everything we do at Equifax.
One Equifax Team
To help drive the completion of our transformation and focus our people strategy on building talent with diverse backgrounds, we added new leadership to our company last year. Further strengthening our Board, we added two directors, beginning in November with Melissa Smith. Melissa is Chair and Chief Executive Officer of WEX Inc., a global payment processing and information services provider, and brings valuable operational and financial expertise to our business. In early 2021, Audrey Boone Tillman joined as our newest director. Audrey is Executive Vice President and General Counsel of Aflac Incorporated, and brings deep knowledge in the corporate governance, legal and human resources fields.
We are continuing to attract top-tier talent and grow a global team of employees that is focused on driving our Equifax Cloud Product Technology and Innovation mindset. We strengthened our Senior Leadership Team with new expertise last year, welcoming Cecilia Mao as Chief Product Officer, Sunil Bindal as Senior Vice President of Corporate Development, and Dorian Hare as Senior Vice President of Investor Relations. Beyond these key hires, we continued to upgrade the talent across our Technology, Product, and Security teams. These were significant and stabilizing changes, building out our team for the future.
Leveraging Cloud forDriving AI Innovation New Products, and Growthwith the Equifax Cloud
With strong momentum overEquifax has driven AI innovation for nearly a decade – beginning with our introduction of the past three years of building ourfirst Machine Learning (ML) credit scoring system with the ability to generate logical and actionable reason codes for the consumer. Our custom-built Equifax Cloud capabilities, weand advanced data fabric enable us to maximize EFX.AI. Differentiated data and patented AI techniques are pivotinginfused into solutions that give customers the deeper insights they need to our next chapter with the launch of EFX2023, our new strategic priorities that will serve as our company-wide compass through 2023.move people forward, faster.
Our EFX2023 imperatives are based onmore than 1,000 analytics professionals around the world anticipate the evolving challenges that our strategic shift from an eracustomers and consumers face – driving AI innovation not just for today, but for the future.
Unique data at scale is at the heart of building, investing,EFX.AI and transformingwe invest millions annually into proprietary, non-public data assets that ‘Only Equifax’ can provide. Central 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 is our new custom data fabric – an adaptable structure that unifies our deep, accurate and high-quality data (from over 100 siloed data sources) while also enabling us to manage that data in keeping with strict regulatory requirements. Data fabric offers the ability to ingest and analyze our non-public data at scale, and enhances the keying and linking of our data assets for Growth through these priorities:delivery of multi-data solutions.
Responsibility is built into EFX.AI. Our infrastructure is tailored to highly regulated, non-public data to deliver explainable scores, models, and products, and our Equifax AI requirements are aligned to the National Institute of Standards and Technology (NIST) AI Risk Management Framework. Whether it is for innovation, internal development, or operational improvements, Equifax uses AI Systems in a transparent, trustworthy, fair, explainable, and secure manner, to provide benefits to consumers and customers.
As our top priority, we aim to leverage our new and uniquelyof March 2024, Equifax Cloud capabilities to expand new product rollouts, drive Innovation, and add new and differentiated data assets. To provide focused leadership on this priority, we announced an expanded role for Prasanna Dhoré to include innovation, making him Chief Data & Analytics and Innovation Officer. In order to help drive an aggressive, solutions-orientedhas more than 90 approved patents supporting our approach to meet our customers’ needs, we also expanded the role of Cecilia Mao, to include accelerated development of products and agile use of platforms across the enterprise. During 2020 we delivered a record 134 new products, up from a historical annual average of 70-90 NPIs,AI, with the majority built off our new Cloud capabilities. New products leveraging the Equifax Cloud and our scale, and differentiated data assets will fuel our growth.more than 130 patents pending.
Another critical lever of our strategy is inorganic growth through smart, strategic, accretive acquisitions that expand our capabilities and drive 1-2% annual revenue growth. Our strong outperformance, balance sheet and cash generation allow us to reinvest in bolt-on acquisitions that bring unique data assets or capabilities to strengthen Equifax. During 2020 we completed five acquisitions and investments and, importantly, in early 2021, we finalized the purchase of Kount, an artificial intelligence (AI)-driven fraud prevention and digital identity solutions company with unique identity data, for $640 million. Kount’s 32 billion consumer interactions and unique data assets combined with Equifax differentiated data assets will expand the Equifax worldwide footprint in the fast growing digital identity and fraud prevention solutions market, helping businesses better engage with their customers while combating fraud.
EFX2023 reinforces our continuing enterprise-wide focus on Putting Customers First and Leading in Security. Our new set of priorities provides a framework for where we will focus our resources and energies, in order to accelerate our growth over the next three years.
Global ImpactConsumer Impact:
Helping People Live Their Financial Best
We know thatEquifax strives to support economically healthy individuals and financially inclusive communities in each of the 24 countries where we are only as successful as the communities we serve. So as we innovate and grow, we are focused on the positive impact we can have on people and the planet. Equifax plays a pivotal role in the economy, and we are committed to making Environmental, Social, and Corporate Governance (ESG) initiatives a priority. These commitments ensure we are playing a positive role in society and better position ourdo business. Our company for long-term sustainability. Over the course of 2020, we worked to implement new ESG initiatives and clearly define how we’ve incorporated ESG into our overall business strategy.
One great example is our cloud technology transformation and the wide range of benefits that we expect to see from this historic strategic initiative, including to our carbon footprint. Through our $1.5 billion investment, we are moving most of our technology infrastructure 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 6 data centers, more than 6800 legacy assets, and 1098 legacy applications. We expect to see additional energy savings as we complete our transformation.
Another critical Equifax ESG commitmentPurpose is to Inclusion and Diversity. We are on a journey to support our next generation of leaders by furthering an inclusive and diverse work environment that welcomes unique perspectives. We’ve accelerated several priorities in our I&D strategy that focus on embedding inclusion into our structure, work practices, behaviors, and values, ensuring accountability throughout our organization. They comprise the launch and development of numerous employee alliance groups, including the launch of our Black Organization for Leveraging Differences (BOLD) Employee Network and the Equifax Pride Network, as well as seven women’s groups around the globe. We’ve also added two key requirements including a diverse interview slate when hiring new employees, and unconscious bias training for leadership across the organization.
As part of our Corporate Governance efforts in 2020, we launched a renewed set of Equifax Values that capture who we are and how we work together to achieve our Purpose of “helpinghelp people live their financial best”. We refreshed our values to better reflect our evolving culture and to represent the company we aspire to become, and we added Inclusion in our goals and objectives as a metric for accountability. As a partare harnessing the power of our annual review process, each employee now tracks our business objectivesproprietary data assets, AI capabilities, and advanced data science to a key value.
Our Next Exciting Chapter2023 research shows that 76 million Americans have little-to-no credit history. 61 million people have “thin” files of four accounts or fewer and 16 million are “credit invisible” with no documented credit history.
While credit reports remain a strong indicator of credit history and past financial reliability, we believe that data not included in traditional credit report data has the potential to help responsibly expand consumer access to credit and support a more inclusive economy. Unique alternative data and analytics from Equifax – including information such as verified income, telecommunications and utility payment history, and cash flow insights – that may not be included in traditional credit reports – makes a difference for millions of people worldwide. Leveraging this alternative data could shift 8.4 million more U.S. consumers into scorable credit bands.
Our studies also show that incremental populations become scorable with each use of alternative data and AI. Ultimately, EFX.AI allows us to build insights from significantly greater amounts of our trusted, proprietary, non-public data – helping lenders, service providers, and government agencies to make more holistic decisions and open financial opportunities to otherwise underserved populations.
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Our impact doesn’t stop there. We understand that government benefits can be a lifeline to people and families in need. Whether it’s helping bridge a gap after losing a job, supporting vulnerable populations, stimulating local economies, or broadly providing a social safety net – it’s critical to connect people with the resources they need as quickly and easily as possible.
Working in collaboration with Equifax, U.S. federal and state social service agencies use The Work Number to help people in need secure access to healthcare, food, housing, and financial assistance. In 2023, The Work Number provided social service verifications for 25 million people seeking benefits – a 19% increase from 2022. Some of these programs include Medicaid, SNAP, Temporary Assistance for Needy Families (TANF), Housing Choice Vouchers, Supplemental Security Income (SSI), and more.
Equifax is enteringplays an important role in the most exciting chapter infinancial lives of consumers and we take that responsibility seriously. Our company Purpose – to help people live their financial best – drives our 121-year history as we business actions.
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EFX2025:
Delivering Against Our Strategic Priorities
leverageAccelerate Innovation and New Products
In 2023, we leveraged the Equifax Cloud to accelerate New Product Innovation, marking our fourth consecutive year with over 100 new products developed, and increasing our revenue from new products by about 9% from 2022. During the year, about 84% of new product revenue came from non-mortgage products leveraging the Equifax Cloud.
We also made tremendous progress building advanced models leveraging AI. In 2023, 70% of our new models were built using AI and ML tools, up from 60% in 2022. This includes OneScore for Consumer and OneScore for Commercial, new USIS credit scoring models that combine alternative data insights ‘Only Equifax’ can deliver with the power of the Equifax Cloud and AI capabilities to provide U.S. lenders and service providers with a more comprehensive financial picture of credit seeking consumers and small business applicants. | OneScore for Consumer and OneScore for Commercial are two of the 15 New Product Innovations introduced by the USIS business unit in 2023. Other launches included the introduction of the industry’s first expanded Mortgage Credit Report making telco, pay TV, and utilities attributes available to the U.S. mortgage industry to provide a fuller picture of consumers’ financial profiles. Not only do these new differentiated insights help automate, save time and resources, and streamline the first mortgage process for every applicant, but they also help create greater homeownership opportunities for more consumers. Workforce Solutions continues to lead Equifax in New Product Innovation – with solutions like our All Employers Within 36 Months™ offering that includes trended income data on consumers for mortgage applications, and the Smart Screen™ portfolio of consumer reports. Leveraging the Equifax Cloud and the TotalVerify™ data hub, Smart Screen accelerates the delivery of criminal background checks when required by background screeners, employers, and government agencies as part of their established hiring and background screening processes. Additional new offerings like the PeopleHQ™ portal and I-9 Anywhere® virtual capabilities make it easier for employers to streamline management of their HR processes and enhance new hire experiences. Across the globe, each region of our International business unit outperformed its 2022 results, delivering a total of 77 NPIs in 2023. The Equifax Cloud enables us to quickly extend the impact of our International Solutions by taking successful products from one market and easily introducing them into additional markets while maintaining local data and regulatory requirements. Leveraging the power of the Equifax Cloud, our Kount Identity and Fraud solutions are now available in 47 countries – twice as many locations as the previous year. |
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Leverage Equifax Cloud Capabilities
In February 2024, our Chief Information Security Officer Jamil Farshchi expanded his leadership role to become our Chief Technology Officer. Jamil will oversee our work to finalize the Equifax Cloud transformation while maintaining a clear and independent focus on our Technology and Security Leadership. The Equifax Cloud is a top-tier global technology and security infrastructure that continues to set Equifax apart in the industry. With our Cloud transformation we have created an agile new foundation for the enterprise to develop solutions that are faster, more reliable, more powerful, and more secure than ever before. More than 40,000 customers have migrated to the Equifax Cloud, and as we near the finish line of our over $1.5 billion security, data, and technology transformation, we are confident that the Equifax Cloud will be central to our differentiation and our competitive advantage for years to come. We ended 2023 with approximately 70% of Equifax revenue in the Cloud. Our USIS and North American Cloud transformations continue to progress towards our goal of being principally completed in the first half of 2024, and in 2023, Argentina became the first country to have its products and customers fully migrated to the Equifax Cloud. We are on track to reach our goal of having 90% of our revenue in the Equifax Cloud by the end of 2024, with the vast majority of new models and scores being built using EFX.AI. | The Equifax Cloud is also an important part of our commitment to net-zero greenhouse gas emissions by 2040. In 2023, the Equifax greenhouse gas emissions targets were validated by the Science Based Targets initiative (SBTi). SBTi is a global body enabling businesses to set ambitious emissions reduction targets. Under its target ambitions, we have committed to reduce absolute scope 1 and 2 greenhouse gas emissions 54.6% by 2032, from a 2019 base year. SBTi has determined that the global operational footprint target ambitions set by Equifax are in line with the Paris Agreement 1.5 degrees Celsius goal, currently the most ambitious designation available through the SBTi process.
Data centers, in 2023, made up approximately 39% of the company’s total scope 1 and 2 emissions, net of renewable energy. As a part of our Equifax Cloud transformation we have decommissioned 29 data centers to date, including 7 in 2023 and 3 in the first quarter of 2024. |
Expand Differentiated Data and Technology investment to accelerate innovation, new products, and growthAssets. With our transformation now nearing completion, we are well-positioned to drive new products, and expand our differentiated data sets and decisioning power to bring new and unique solutions to customers that only Equifax can deliver.
Differentiated data and analytics that ‘Only Equifax’ can provide continue to be at the heart of our business. We began our Equifax Cloud transformation process to redefine how Equifax data is ingested, governed, provisioned and produced – uniting our proprietary data sources through our custom data fabric while managing that data in keeping with strict regulatory requirements. We also understand that the successful use of AI requires deep, accurate and high-quality data. With the Equifax Cloud, we are expanding the depth and accuracy of our data and helping our customers innovate faster to create more effective insights into the people and communities they serve. | In 2023, our differentiated, non-public data included: • The Work Number Database – 168 million active employment records and 657 million total employment records for verifications of employment and income from 3 million different U.S. employers. • Core Credit – more than 1.6 billion tradelines with information on more than 245 million consumers. • Relationship with NCTUE – operation and management of the NCTUE database that includes 190 million telecommunications, pay TV, internet, home security and utility payment records. • Insights – 189 million incarceration records from over 2,200 facilities across the United States. |
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• Partnership with National Student Clearinghouse – access to enrollment and degree verifications for over 97% of all students in public and private U.S. colleges and universities. • DataX and Teletrack – access to 80 million unbanked, underbanked and credit rebuilding consumers – enabling greater access to credit. • IXI – wealth information with $24 trillion in anonymized assets and investments. • Digital Solutions – aggregated data from more than 60 billion consumer interactions.
| • Partnerships for cash flow data – information on balances, deposits and withdrawals from more than 7,700 participating U.S. financial institutions – allowing access to visibility of 95% of U.S. checking accounts. • Commercial Financial Network powered with acquisitions of PayNet and Ansonia – 224 million commercial tradelines across 178 million businesses. In 2023, we continued to expand pension income data as part of instant verifications through The Work Number database. Inclusion of this data helps more people obtain streamlined access to decisions for social service benefits and financial services. Additionally in 2023, we signed agreements with 17 payroll processors. For example, our new integration between The Work Number and Payroll Relief software from IRIS Software Group is making automated employment and income verifications available to up to one million additional employees of U.S. small and medium sized businesses. Small businesses account for more than 46 percent of U.S. private sector employees. This partnership helps improve access for consumers that are employees of small and medium sized businesses when applying for services such as a home mortgage, auto loan, or social service benefits. |
Our Equifax Cloud Technology investment has created a springboard for growth, driving configurability, speed, new product innovation, global product portabilityPut Customers and industry-leading security. We are energized to leverageConsumers First
Our most important job is to put Customers and Consumers first. Our company Purpose of helping people live their financial best and our commitment to being consumer friendly at every touchpoint guides our business actions. We are always working to make our credit reports as accurate and reliable as possible. When it comes to credit report accuracy, we believe that even one error is one too many. We are committed to improving our data processes and began publishing U.S. credit report accuracy metrics on our corporate website on a monthly basis in September 2023. Between September 2023 and February 2024, our average monthly credit report accuracy metric was 99.81%. This metric is determined by calculating the number of tradelines, collections, and bankruptcy disputes within the month that resulted in a change to a U.S. consumer credit report (regardless of whether that change had any impact on a consumer’s credit score). • We are continuously monitoring and enhancing our processes to improve data quality in consumer credit files and making it easier for consumers to access their Equifax credit report and correct any potential errors quickly. • We also are working with our data furnishers to enhance the accuracy of information reported to us. • And, as part of our over $1.5 billion investment in the Equifax Cloud, we are developing new programs that will allow us to identify potential accuracy issues and correct them quickly before a consumer disputes information on their credit report. | We believe that helping people live their financial best starts with helping consumers increase their financial capability. We are committed to providing broader credit education, helping people understand both their personal finances and the credit system as well as the role we play in helping to provide access to mainstream, sustainable financial products. • The experience of our more than 20 million myEquifax™ users and 7 million Core Credit™ subscribers continues to evolve in the U.S. to include access to new offers and services. • We reviewed and revised all written U.S. consumer communications – information sent from Equifax by email or the U.S. Postal Service outside of the dispute process – to ensure that they are easy for consumers to understand. Updated communications will begin in the second half of 2024. • Building on our commitment to education, we supplemented our robust online consumer Knowledge Center with the launch of a new consumer credit video education series, “Equifax Learn”, on YouTube to help explain U.S. credit scores, credit reports, and answer consumers’ most asked questions. • And, our USIS team, along with The Credit Builders Alliance (CBA) and The Annie E. Casey Foundation, introduced a national credit education toolkit to help young adults in the U.S. build credit capability at an early age. |
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In 2023, we supported U.S. victims of crime with more than 22 million notifications through the VINE™ network. VINE, acquired in our purchase of Appriss Insights in 2021, is the leading victim notification network in the U.S. It allows survivors, victims of crimes, and other concerned citizens to access timely and reliable information about offenders or criminal cases in U.S. jails and prisons. Last year, we expanded the service to include VINE Courts™, which provides victims up-to-date information about upcoming hearing times, locations, and court information. This expanded service breaks down barriers that make it hard for victims to be in court and have their voices heard.
We also made significant changes to medical collection debt reporting alongside Experian and TransUnion. In the first quarter of 2023 medical collection debt under $500 was removed from U.S. consumer credit reports to support U.S. consumers faced with unexpected medical bills. This joint industry measure removed nearly 70% of medical collection debt tradelines from consumer credit reports. We also jointly announced the | permanent extension of free weekly online credit reports to U.S. consumers through the AnnualCreditReport.com website to help them manage their financial health. Around the world, we worked to further our positive impact on the financial lives of consumers in 2023: • In Canada, we launched a new solution, Credit Health™, that enables Equifax customers to deliver on-demand access to credit scores, reports, and education to consumers. • In Uruguay, we hosted a series on financial wellness, sharing tips on financial health, security, privacy and the role of alternative data in credit through the national morning television, universities and public schools, and podcasts. • In New Zealand, we partnered with financial literacy platform Banqer, to create a credit education module enabling children to learn about credit in their classrooms. Through this program we have helped educate nearly 245,000 children across 2,103 schools. • In the U.K., we partnered with Speakers for Schools to design and deliver a pilot education outreach program for teens. The initiative matches volunteers with local schools to share financial education and skills to help teens make informed financial decisions, providing information on credit scores, budgeting, debt management, and how to protect against online scams. Equifax plays an important role in the lives of consumers, and these actions were taken with a commitment to creating a positive impact on people’s personal and financial well-being. |
Equifax Cloud as a catalystExecuting Bolt-on M&A
We are continuing to strengthen the core of Equifax and drive future non-mortgage growth through strategic, bolt-on mergers and acquisitions. Since the beginning of 2021, we have completed 14 acquisitions totaling nearly $4 billion, including two in 2023. In August 2023, we completed the strategic acquisition of the second largest credit bureau in Brazil, Boa Vista Serviços. This acquisition expanded the Equifax International footprint in the large and fast-growing $2 billion Brazilian total addressable market. We believe that more data drives better decisions, and this acquisition offers Boa Vista Serviços access to global Equifax capabilities and cloud-native data, products, decisioning, and analytical technology for the rapid development of new products and services and expansion into new industry verticals. In February 2023, we completed the acquisition of the Montreal-based Food Industry Credit Bureau from Profile Credit. This acquisition grows the commercial credit insights available to Equifax customers in Canada and worldwide with information on over 90 percent of the Canadian agri-food industry. Over the last three decades, The Food Industry |  Credit Bureau from Profile Credit has worked in partnership with over 1,000 companies, such as food and beverage service providers, meat and poultry processing, and distribution to provide up-to-date credit data on over 200,000 businesses. Moving forward, we will continue to look for financially attractive bolt-on M&A aligned with our strategic priorities, including opportunities to grow our differentiated, proprietary data sets as well as opportunities to strengthen our Workforce Solutions and identity protection and fraud prevention capabilities. |
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Continue Leadership in Security
We continue to deliver on our commitment to being an industry leader in security, building one of the world’s most advanced and effective cybersecurity programs. As our Security Annual Report reflects, our maturity level has outperformed all major industry benchmarks for the last four years, exceeding Technology and Financial Services companies analyzed.
| As part of our commitment to delivering solutions that benefit the security community, customers and consumers, we became one of the few public companies to make our security and privacy controls framework freely available. Security and privacy controls frameworks give security and privacy teams at organizations of all sizes the tools to design, build and maintain secure processes. Since the framework’s release, it has been accessed by more than 7,000 users in more than 95 countries from Fortune 500 companies to tech startups and small non-profit organizations.
In Costa Rica, our second largest Equifax site worldwide, we are partnering with the government to improve cybersecurity practices across the country for both citizens and municipal employees. Through our partnership, we are offering free nationwide virtual training courses on best practices for everyday digital security. Security is in our DNA, and we are sharing our security resources for the benefit of the communities where we live and work. We are proud of the work that we do in helping organizations around the world become more secure and continue to actively engage with customers, policymakers, and other organizations regarding the challenges and opportunities in cybersecurity. Jamil Farshchi continues to serve as a Strategic Engagement Advisor to the Federal Bureau of Investigation (FBI), and he co-chaired the Bipartisan Policy Center Report on the Top Cybersecurity Risks in 2023. |
The maturity of our cybersecurity program improved in 2023, outperforming all major industry benchmarks for a new era of data, products and innovations fourth consecutive year.
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Act as One Team, One Equifaxthat fuel our competitive advantage, accelerate our market position, generate record revenue, and drive future growth!
Our nearly 15,000 team members around the world are our greatest asset. We welcomed approximately 1,000 new employees from our 2 acquisitions in 2023, and another approximately 1,000 employees with our new Equifax Product Engineering Centers in Pune and Trivandrum, India. We are committed to nurturing a culture where everyone feels welcomed, valued and respected. Cross-functional collaboration and innovation, working as One Equifax, is core to our success. We are committed to nurturing a culture where everyone feels welcomed, valued and respected. Within our senior leadership team, more than half identify as female or as having a diverse racial or ethnic background, and 44% of the Equifax global workforce identify as female. An important part of supporting our people is supporting the areas where they live and work. The Equifax Foundation made charitable grants to organizations in Atlanta and St. Louis – including On The Rise Financial Center, Westside Future Fund, Prosperity Connection, and Credit Builders Alliance to help low-to-moderate income communities achieve the credit strength needed to live their financial best. In 2023, the Equifax Foundation put our purpose into action by making $1.465 million in direct charitable grants to our Community partners. Additionally, through our | Equifax Gives program, we matched $1.1 million in employee charitable donations in 2023 for more than $3.5 million in total community impact. Employee volunteer hours doubled in 2023. And, in the second half of the year, we kicked off a new program, BEST Credit Training, which trains U.S. based employees to deliver financial literacy content in their communities. In only sixmonths of this program, we hosted four events with more than 370 community members served, and we are looking forward to growing this program across our U.S. locations and internationally in 2024.
Equifax also supported internal career development, continuing to make a number of internal and external training opportunities available to our teams worldwide, with our global employees completing more than 140,000 hours of training and professional development. We also showed that we are a place where our employees can grow and develop their careers with almost 50% of open roles filled internally in 2023 – compared to 38% in 2022. |
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EFX2026
In February,While we took an important step forward toward returning cashtake this time to shareholders by announcing a share repurchase program to offset dilution from employee plans. We are energized and driven by the exciting opportunities in front of us as a leading data, analytics, and technology company. reflect on our accomplishments,
| we are also looking to the future of the New Equifax with our EFX2026 strategic priorities – which include the addition of driving AI innovation to the future of our business as a pillar of our long-term growth strategy. |
In today’s always-on world, speed is a competitive advantage. We use AI and the power of the Equifax Cloud to reduce friction, identify opportunities, and solve problems faster, turning what were once months-long projects into days or weeks-long resolutions. We are convinced that the Equifax Cloud, differentiated data assets in our new single data fabric, our AI capabilities, and our market leading businesses will deliver higher growth, expanded margins and free cash flow in the future. In 2024, we expect to deliver 9% revenue growth as well as Adjusted EBITDA margin expansion of 110 basis points from revenue growth and our Cloud cost savings plans, despite our assumption that the U.S. mortgage market as measured by credit inquiries will stay at current levels throughout 2024, resulting in about an additional 15% decline in the U.S. mortgage market credit inquiries in 2024 versus 2023. As we look beyond the bottoming of the U.S. mortgage market, in the future as the U.S. mortgage market returns to normal 2015-2019 average levels, this would provide a tailwind to Equifax mortgage revenue of about $1.1 billion, that would deliver EBITDA of about $700 million and Adjusted EPS of over $4/share.* *At 2024 pricing, penetration and cost levels |
| Equifax Inc. | 2024 Proxy Statement | 12 |
| A big priority for 2024 is to move closer to Equifax Cloud completion with the finalization of our North American Cloud transformation as well as significant portions of our global market transformations, which will result in continued margin expansion and reductions in our capital intensity – a key benefit of our data and technology Cloud transformation. We are moving into the year with strong momentum, and looking forward, we remain focused on delivering 8-12% long-term growth and 50 basis points of margin expansion annually with expanding free cash flow. |
On behalf of the Equifax Board, leadership team, and more than 11,000 associates in 24 countries across the globe,nearly 15,000 global employees, we thank you for your ongoing support and trust as we buildconfidence in our business. We are energized by our strong performance in 2023, but even more energized about the future of the New Equifax.
Thanks for your support,
Equifax!
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Mark W. Begor | ||
Chief Executive Officer and Director | Mark L. Feidler Independent Chairman of the Board of Directors |
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Date and Time | May 2, 2024
Meeting | Location The Ritz-Carlton, St. Louis
Record date March 1, 2024 REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
Via the internet Visit the website listed on your proxy card
By telephone Call the telephone number on your proxy card
By mail Sign, date and return your proxy card in the enclosed envelope
Attend the meeting Attend the meeting in person or virtually and cast your vote |
| Agenda | ||
Agenda
| Elect the | |
| Hold a non-binding, advisory vote on the compensation paid to the Company’s named executive officers (commonly referred to as | |
| Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for | |
| Consider other business properly brought before the meeting or any adjournment or postponement thereof. |
Proxies in the form furnished are being solicited by the Board of Directors of Equifax Inc. for this meeting or any adjournment or postponement thereof.
Shareholders are cordially invited to participate in the Annual Meeting by attending in person or attending virtually via our live meeting webcast. See page 83109 of the Proxy Statement for more information on how to attend, participate in and vote at the virtual Annual Meeting.
YOUR VOTE IS VERY IMPORTANT. PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. Most shareholders have a choice of voting over the internet, by telephone or by using a traditional proxy card. Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.
Proxy materials were first made available to shareholders beginning on March 25, 2021.22, 2024.
By order of the Board of Directors,
Lisa M. Stockard Assistant Secretary March 22, 2024 |
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Heldbe held on May 6, 2021.2, 2024. The Notice, Proxy Statement and Annual Report are available at www.proxyvote.com.
Election to receive electronic delivery of future annual meeting materials.
REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:You can expedite delivery and avoid costly mailings by confirming in advance your preference for electronic delivery. For further information on how to take advantage of this cost-saving service, please see page 113 of the Proxy Statement.
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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.
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| May |
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| PROPOSAL 1 | Election of | ||
| The Board recommends a vote “FOR” the election of each of our director nominees | See page 24 for additional information | |
| PROPOSAL 2 | Advisory Vote to Approve Named Executive Officer Compensation (“Say-on-Pay”) | ||
| The Board recommends a vote “FOR” the advisory vote to approve named executive officer compensation | ||
| PROPOSAL 3 | Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for 2024 | ||
| The Board recommends a vote “FOR” the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for | ||
In addition, shareholders may be asked to consider any other business properly brought before the meeting or any adjournment or postponement thereof.
| Equifax Inc. | 2024 Proxy Statement | 16 |
Voting. Holders of our common stock as of the record date, March 5, 2021,1, 2024, are entitled to notice of and to vote at our 20212024 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 20212024 Annual Meeting. Even if you plan to attend our virtual 20212024 Annual Meeting, via live webcast, please cast your vote as soon as possible.
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| Via the internet | By telephone | By mail | Attend the meeting |
| Visit the website listed |  Call the telephone number |  Sign, date and return your proxy | Attend the meeting in person |
| on your proxy card | on your proxy card | card in the enclosed envelope |  |
Admission. Equifax shareholders as of the record date are entitled to attend the 20212024 Annual Meeting. ToOur 2024 Annual Meeting will be held using a “hybrid” in-person and virtual format. Shareholders of record can attend the virtual Annual Meeting at www.virtualshareholdermeeting.com/EFX2021, shareholders must entermeeting in person or virtually using the 16-digit control number found on their proxy card, voting instruction form or the notice.meeting webcast. Please review the admission procedures in this Proxy Statement under “Questions and Answers about the Annual Meeting.”
LinksReferences to our website included in this Proxy Statement are provided solely for convenience purposes. Content on our website is not, and shall not be deemed to be, part of this Proxy Statement or incorporated herein or into any of our other filings with the Securities and Exchange Commission (the “SEC”).
Equifax Inc. is a global data, analytics and technology company. We provide information solutions for businesses, governments and consumers, and we provide human resources business process automation and outsourcing services for employers. We have a large and diversified group of clients, including financial institutions, corporations, government agencies and individuals. Headquartered in Atlanta and supported by more than 11,000approximately 15,000 employees worldwide, Equifax operates or has investments in 24 countries in North America, Central and South America, Europe, and the Asia Pacific region.
2020
$ 5.3B | $6.71 | $1.7B | $191.8M | +69% | ||||
| Revenue, an increase of 3% from |
| Adjusted EPS*, down from 2022 |
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Adjusted EBITDA*, | Dividends paid to shareholders, consistent with 2022 levels | 5-year Total Shareholder Return Relative to S&P 500 |
| * | Adjusted EPS |
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 ourOur 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 massivesubstantial cloud investments forto drive new product innovation new products and acceleratedaccelerate growth.
With our new Equifax Cloud foundation in place, we are Leveragingexecuting against the Equifax Cloud for Growth through thesefollowing strategic priorities:
Our business and strategy isare described in more detail in our 20202023 Annual Report on Form 10-K filed with the SEC on February 25, 2021.22, 2024. Our 20202023 progress against our goals and the link to our 20202023 compensation program is described under “Executive Compensation—Compensation – Compensation Discussion & Analysis—and Analysis – Executive SummarySummary” ” beginning on page 36.50.
As a global data, analytics and technology company, we play an essential role in the economy by helping companies in diverse industries such as automotive, communications, utilities, financial services, fintech, healthcare, insurance, mortgage, professional services, retail, e-commerce and government agencies, make critical decisions with greater confidence.
Our Purpose, Vision and Values
Our work is guided by our purpose, our vision and our shared values.
Our purpose is helping people live their financial best.
Our vision is to be the trusted global leader inunique blend of differentiated data, advanced analytics and technology that creates innovative solutions andlets us create the insights that help customers drive growth andpower decisions to move people forward. We help businesses provide a seamless and positive experience during life’s pivotal moments – like applying for a job or mortgage, financing an education or buying a car.
Our Purpose |
Our purpose is helping people live their financial best. We strive to create economically healthy individuals and communities everywhere we do business. In a single year, our unique data and analytics change millions of lives across the world. |
Our new and refreshed values were rolled out in 2020 under the leadership of our CEO, working in collaboration with our senior leadership team. They define who we are and how we will act to fully realize and sustain our business strategy. They are a step forward to further align our behaviors and expectations with where our business is now—and where we are going. They are:
Our Values | ||||
| Our values express who we are, how we work and the behaviors that support our company, our vision and our purpose. They serve as guiding principles for our global team. They are: | ||||
 | • Be leaders in security and trusted data stewards • Lead with integrity and be personally accountable • Hold high standards in all our markets around the world |  | • Exceed our customers’ expectations every day • Deliver value and quality to our customers so we grow together • Aspire to be our customers’ first call | |
 | • Deliver results and play to win • Drive excellent execution • Have a sense of urgency, agility, and grit |  | • Work together as one aligned global team • Assume best intentions from each other • Foster optimism and have fun together | |
 | • Be intellectually curious and insights driven • Optimize our data and technology to sustain market and product leadership • Drive scalable, profitable growth |  | • Take initiative to develop ourselves and help others grow • Value diversity of experience and thought • Proudly show our Equifax spirit at work and in our communities | |
Board Leadership Structure
Since our | |
Board Composition and Refreshment
Shareholder Engagement2023
Annual Meeting
We met with Directors met with | •Following our •During these one-on-one meetings, we discussed •In particular, investors provided constructive feedback regarding our • Following these engagements, we continued our long-standing process of sharing feedback received with our Board and relevant Board committees |
Our Board recommends that you vote FOR each of the director nominees named below for terms that expire at the 20212025 Annual Meeting. The following table provides summary information about each nominee, and you can find additional information under “Proposal 1, Election of Director Nominees” on page 17.24.
CORPORATE GOVERNANCE HIGHLIGHTS
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Executive
2020 Compensation Decisions
For the 20202023 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 2020,2023, as summarized below and described in further detail under “Analysis of 20202023 Compensation Decisions” beginning on page 42:57:
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2023 Say-on-Pay vote (see pages | • • Following this vote, we conducted two rounds of extensive engagement with shareholders to capture feedback, and subsequently reviewed our executive compensation structure and practices in light of shareholder guidance. • During these engagements, shareholders sought forward-looking commitments that a similar award would not be granted to our CEO in the – • Shareholders also expressed interest in additional disclosure of voluntary holding periods associated with the equity awards. – In response to this feedback, we have shared new details regarding our CEO’s irrevocable elections to defer $67 million of equity (including equity granted to him as part of the 2022 performance-oriented award) over a ten-year period following his retirement from Equifax. | |
| Our compensation program delivers payouts that align with performance (see pages 51-57) | • In designing the 2023 compensation program, the Compensation Committee noted that our shareholders generally expressed strong support for the structure and design of our core 2022 compensation program, including the use of performance-based equity award structures to drive alignment of the interests of our executives and shareholders. • As a result of this feedback, the Committee determined not to make any changes to our core compensation program for 2023. • In designing 2023 compensation structures and target | |
| Our 2023 compensation program aligns with strategic initiatives and shareholder feedback (see pages 51-55 and 70-72) | • Our 2023 compensation program emphasizes long-term equity awards and annual performance-based cash incentives so that a majority of each executive’s total compensation opportunity is linked directly to the Company’s stock price or otherwise tied to performance. • 80% of the long-term incentives
• As further demonstrated under “CEO Pay for Performance Alignment” on pages 70-72, our incentive plans have operated as designed to align CEO pay with |
| Independent Compensation Committee advised by independent compensation consultant
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 | Performance-oriented pay philosophy, as evidenced by a target pay
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| Capped annual and long-term performance-based awards
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| Double-trigger change in control cash severance benefits and vesting of equity awards | |
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| Performance shares are subject to a post-vesting holding period of 12 months |
| Compensation clawback policy
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| Meaningful share ownership requirements for senior
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| Anti-hedging and -pledging policy for directors, officers and other employees |
| Senior executives cannot purchase or sell Equifax securities except pursuant to a Rule 10b5-1 trading plan with robust requirements |
| No re-pricing of underwater stock options |
| Equifax Inc. | 2024 Proxy Statement | 22 |
| Independent Board | • 8 of our 9 director nominees are independent | |||
| Board Refreshment |
• Since 2020, we have refreshed our Board with three new female directors who bring valuable perspective and expertise, including one member who is also racially diverse | |||
| Board Diversity | • 33% of our director nominees identify as female and 11% of our director nominees identify as racially or ethnically diverse | |||
| Independent Board Chairman | • We have separated the roles of CEO and Chairman | |||
| Annual Board Leadership Evaluation and Succession Planning | • The Board annually reviews our leadership structure to determine whether a combined Chairman and CEO role or separate roles is in the best interests of shareholders • The Board annually evaluates the CEO’s performance and conducts a rigorous review and assessment of the succession planning process for the CEO and other top officers | |||
| Limits on Outside Board Service | • Outside directors are limited to service on three other public company boards • Our CEO is limited to two other public company boards (and serves on one outside board) | |||
| Director and Executive Stock Ownership | • Each independent director is required to own Equifax common stock with a market value of at least 5x his/her annual cash retainer • Our CEO and our other senior executive officers are required to own Equifax common stock with a market value of at least 6x and 3x base salary, respectively | |||
| Rigorous Trading Policy and Protocols | • Our insider trading policy • Our trading policy and security incident escalation procedures are designed to ensure that those with decision-making authority on trading restrictions and approvals have notice of any potential security incident | |||
| No “Poison Pill” | • We do not have a stockholder rights plan, or “poison pill,” in place | |||
| Board Oversight of Risk | • Our Board oversees risk management at the Company and exercises direct oversight of strategic risks to the Company and other risk areas not delegated to one of its committees
• Our Audit Committee reviews our policies related to enterprise risk assessment and risk management. • Our Audit Committee and Technology Committee jointly oversee risk management with respect to cybersecurity | |||
| Board Oversight of Political Contributions and Lobbying Activities | • Our Governance Committee has oversight authority regarding Company political activity (including corporate political expenditures) pursuant to our political engagement policy • Our political engagement policy prohibits using corporate funds to make political contributions | |||
| Annual Self-Evaluation | • We have an annual Board and committee self-evaluation process, which presents the opportunity to examine the Board’s effectiveness and identify areas for improvement • The Board periodically engages a third party consultant to facilitate its annual Board and committee self-evaluation process | |||
| Director Orientation and Continuing Education | • Upon joining our Board, directors participate in an orientation program regarding our Company, including business operations, strategy, regulatory compliance, cybersecurity and governance • The Board also conducts periodic visits to our key facilities and Board members annually review management’s crisis management planning |
PROPOSAL 1 | Election of |  |
All members of our Board are elected to serve until the next annual meeting of shareholders and until their successors have been elected and qualified. The nine nominees for election listed in Proposal 1 have consented to being named in this Proxy Statement and to serve if elected. All director nominees attended 75% or more of the aggregate of the meetings of the Board and of the committees of the Board on which such directors served during 2023. The Company does not have a policy about directors’ attendance at the annual meeting of shareholders, but directors are encouraged to attend. All of the directors then serving attended the 2023 Annual Meeting. Our director nominees have a variety of backgrounds, which reflects the Board’s continuing objective to achieve a diversity of perspective, experience, gender, age, race and ethnicity. As more fully discussed below under “Director Membership Criteria,” director nominees are considered on the basis of a range of criteria, including their business knowledge and background, reputation and global business perspective. They must also have demonstrated experience and ability that is relevant to the Board’s oversight role with respect to Company business and affairs. Biographical information for each of the nominees is set forth on pages 24-28 and a Board matrix is set forth on page 29. | ||
The Board recommends a vote“FOR” the election of each of our director nominees. | ||
ESG @ 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.
Below are highlights on our progress with respect to four of our ESG priorities:
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Director since 2018 Age 65 Other Public Directorships NCR Atleos Corporation | Mr. Begor has served as our Chief Executive Officer and as a director since April 2018. Prior to joining Equifax, Mr. Begor was a Managing Director in the Industrial and Business Services group at Warburg Pincus, a global private equity investment firm, since June 2016. Prior to Warburg Pincus, Mr. Begor spent 35 years at General Electric Company (“GE”), a global industrial and financial services company, in a variety of operating and financial roles. During his career at GE, Mr. Begor served in a variety of roles leading Overview of Board Qualifications The Board believes that it is important to have the Company’s Chief Executive Officer also serve as a director. The Board believes Mr. Begor is a proven leader whose strategic vision and unparalleled knowledge of our business | ||
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Mark L. Feidler | ||
Independent Chairman Director since 2007 Age 67 INDEPENDENT Committees: Compensation Other Public Directorships New York Life | Founding Partner of MSouth Equity Partners, a private equity firm based in Atlanta, since February 2007. Mr. Feidler was President and Chief Operating Officer and a director of BellSouth Corporation, a telecommunications company, from 2005 until January 2007. Mr. Feidler served as its Chief Staff Officer during 2004. From 2001 through 2003, Mr. Feidler was Chief Operating Officer of Cingular Wireless and served on the Board of Directors of Cingular from 2005 until January 2007. Overview of Board Qualifications Mr. Feidler has extensive operating, financial, legal and regulatory experience through his prior position with a major regional telecommunications company, as well as expertise in private equity investments and acquisitions. This background is relevant to us as we market our products to companies in telecommunications and other vertical markets, while his private equity experience is relevant to our business strategy, including new product development, marketing and acquisition strategies. His public company operating experience and background in finance, accounting, technology and risk management are important resources for our Board. | |
Audrey Boone Tillman | ||
Director since 2021 Age 59 INDEPENDENT Committees: Governance | Executive Vice President and General Counsel of Aflac Incorporated, the largest U.S. provider of supplemental insurance, since 2014. Ms. Tillman joined Aflac in 1996 and has held positions of increasing significance, including serving as Senior Vice President of Human Resources. Prior to joining Aflac, she was an associate with Smith, Helms, Mulliss and Moore and an associate professor at the North Carolina Central University School of Law. Ms. Tillman has received numerous awards and accolades during her career. Most recently, she was named to Black Enterprise magazine’s Most Powerful Women in Business list for the third consecutive year and Women’s Inc.’s Top Corporate Counsel list in 2019. In 2020, she was awarded the Meritorious Public Service Medal by the Department of the United States Army. Overview of Board Qualifications Ms. Tillman has a broad legal and business background, involvement in business strategy and operations, as well as a depth of experience in human resources, risk management, compliance and government relations. The Board believes she is a strong business leader who brings deep knowledge in corporate governance, gained over decades of significant experience in the legal and human resources fields. | |
| Equifax Inc. | 2024 Proxy Statement | 25 |
Proposal 1 Election of Director Nominees
All members of our Board are elected to serve until the next annual meeting of shareholders and until their successors have been elected and qualified. The 10 nominees for election listed below have consented to being named in this Proxy Statement and to serve if elected. All director nominees attended 75% or more of the aggregate of the meetings of the Board and of the committees of the Board on which such directors served during 2020. All of the director nominees then serving attended the 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, gender, age, race and ethnicity. As more fully discussed below under “Director Membership Criteria,” director nominees are considered on the basis of a range of criteria, including their business knowledge and background, reputation and global business perspective. They must also have demonstrated experience and ability that is relevant to the Board’s oversight role with respect to Company business and affairs. Biographical information for each of the nominees is set forth below beginning on page 18.
THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF OUR DIRECTOR NOMINEES.
John A. McKinley | ||
Director since 2008 Age 66 INDEPENDENT Committees: Audit | Founder of Great Falls Ventures, a venture capital firm based in Washington, D.C., since April 2007. He was Chief Technology Officer of News Corporation from July 2010 to September 2012. He was President, AOL Technologies and Chief Technology Officer from 2003 to 2005 and President, AOL Digital Services from 2004 to 2006. Prior thereto, he served as Executive President, Head of Global Technology and Services and Chief Technology Officer for Merrill Lynch & Co., Inc., from 1998 to 2003; Chief Information and Technology Officer for GE Capital Corporation from 1995 to 1998; and Partner, Financial Services Technology Practice, for Ernst & Young International from 1982 to 1995. Overview of Board Qualifications The Board highly values Mr. McKinley’s extensive background in managing complex global technology operations as chief technology officer at a number of leading global companies. This experience is particularly important as we seek to leverage our cloud data and technology transformation to accelerate innovation and new product development. These skills are also highly relevant to the Board’s oversight of risks and opportunities in our technology operations, including data and cybersecurity, risk management and capital investments. The Board also values his technology and industry experience gained from his 12 years as a partner in Ernst & Young’s financial services technology practice, as well as his cybersecurity expertise and his entrepreneurial insights. | |
Karen L. Fichuk | ||
Director since 2023 Age 58 INDEPENDENT Committees: Audit | Former Chief Executive Officer of Randstad North America from 2019 until 2023. Prior to joining Randstad North America in 2019, Ms. Fichuk spent more than 25 years with Nielsen Holdings PLC, a global information services leader, where she held various positions, including President, Developed Markets, Executive Vice President of Commercial Go To Market and Global Managing Director for Kraft and Mondelez, among other positions. Ms. Fichuk is an advisor and investor in startup technology and AI companies. Ms. Fichuk also has significant nonprofit experience, including serving as a trustee for the United States Council for International Business and sitting on the Global Leadership Council of the Colorado State University College of Business. Overview of Board Qualifications The Board highly values Ms. Fichuk’s three decades of growth-oriented leadership and her global data and analytics expertise, which will benefit Equifax as we execute against our strategic priorities and work to complete our Equifax Cloud transformation worldwide. In addition, the Board believes Ms. Fichuk’s experience in human resources services will benefit the Board in its oversight of continued growth in the Company’s Workforce Solutions business unit. | |
| Equifax Inc. | 2024 Proxy Statement | 26 |
Melissa D. Smith | ||
Director since 2020 Age 55 INDEPENDENT Committees: Compensation Other Public Directorships WEX Inc. | Chair and Chief Executive Officer of WEX Inc., a global leader in financial technology solutions. Ms. Smith has served as Chief Executive Officer since 2014 and Board Chair since 2019. She joined WEX in 1997 and held several senior leadership positions across different aspects of the business prior to her appointment as Chief Executive Officer, including serving as Chief Financial Officer for ten years. Before joining WEX, Ms. Smith started her career at Ernst & Young LLP. Ms. Smith also has a history of extensive nonprofit work and currently serves on the MaineHealth board of trustees. Overview of Board Qualifications The Board believes Ms. Smith’s strategic vision and broad-based executive leadership experience in the financial technology solutions industry benefit Equifax as we develop and execute on our long-term strategic business priorities. The Board also values Ms. Smith’s experience in driving business growth, as evidenced by the fact that WEX’s annual revenue has increased from $800 million to $2.55 billion during her tenure as CEO. The Board views this experience as particularly valuable as Equifax leverages its cloud investments to drive innovation and accelerate growth. | |
Robert D. Marcus | ||
Director since 2013 Age 58 INDEPENDENT Committees: Compensation (Chair) | Former Chairman and Chief Executive Officer of Time Warner Cable Inc., a provider of video, high-speed data and voice services, from January 2014 until the company was acquired by Charter Communications in May 2016. He was named a director of Time Warner Cable Inc. in July 2013 and served as President and Chief Operating Officer from 2010 to 2013. Prior thereto, he was Senior Executive Vice President and Chief Financial Officer from January 2008 and Senior Executive Vice President from August 2005. Mr. Marcus joined Time Warner Cable Inc. from Time Warner Inc. where he held various senior positions from 1998. From 1990 to 1997, he practiced law at Paul, Weiss, Rifkind, Wharton & Garrison. Mr. Marcus is an Executive Partner at XN LP, a New York-based investment firm. He serves on the Board of Directors of Newhouse Broadcasting Co. as well as the boards of several non-profit organizations, including New Alternatives for Children, Uncommon Schools, Newark Academy and Cooperman Barnabas Medical Center. Overview of Board Qualifications Mr. Marcus has extensive operating, financial, legal and regulatory experience through his position as Chairman and CEO of Time Warner Cable, as well as expertise in mergers and acquisitions. This background is relevant to us as we market our products to data and telecommunications companies and other vertical markets. His public company operating and finance experience and background in executive compensation, legal and regulatory matters are an important resource for our Board. | |
| Equifax Inc. | 2024 Proxy Statement | 27 |
Scott A. McGregor | ||
Director since 2017 Age 67 INDEPENDENT Committees: Audit Other Public Directorships Applied Materials, Inc. | Former President, Chief Executive Officer and Director of Broadcom Corporation, a world leader in wireless connectivity, broadband and networking infrastructure. Mr. McGregor served in those positions from 2005 until the company was acquired by Avago in 2016. From 2016 to 2017, Mr. McGregor served on the board of directors of Xactly Corporation. Mr. McGregor served on the board of directors of Ingram Micro, Inc. from 2010 to 2016. From 2001 to 2005, Mr. McGregor served as President and Chief Executive Officer of the Philips Semiconductors division of Royal Philips Electronics. Prior thereto, Mr. McGregor was head of Philips Semiconductors’ Emerging Business unit from 1998. Overview of Board Qualifications Mr. McGregor has extensive executive management, cybersecurity, information technology and risk management experience gained in over ten years as President and Chief Executive Officer of Broadcom and in senior positions at Royal Philips Electronics. This experience is particularly important to us as we seek to leverage our cloud data and technology transformation for growth and maintain our intense focus on data security. | |
G. Thomas Hough | ||
Director since 2016 Age 69 INDEPENDENT Committees: Audit (Chair) Other Public Directorships Federated Hermes | Retired Americas Vice Chair of Ernst & Young LLP, an international public accounting firm. He was Vice Chair of Assurance Services of Ernst & Young from 2009 to July 2014, and Americas Vice Chair until his retirement in September 2014. Mr. Hough joined Ernst & Young in 1978 and became a partner in 1987. During his career at Ernst & Young, he led various teams across the firm, including serving as Vice Chair and Southeast Area Managing Partner from 2000 to 2009 and Vice Chair of Human Resources from 1996 to 2000. Overview of Board Qualifications Mr. Hough brings invaluable experience in audit, accounting, finance and corporate governance. His background in financial accounting and risk management, including executive leadership experience at a major international accounting firm, is of particular importance to our Board. | |
| Equifax Inc. | 2024 Proxy Statement | 28 |
The Board matrix below summarizes certain of the key skills, experience, qualifications and attributes that our director nominees bring to the Board to enable the effective oversight of our Company and execution of our business strategy. This matrix highlights the depth and breadth of the skills and experience of our director nominees. Additional details regarding each director nominee’s skills, experience and background are set forth in the individual biographies that follow.
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| Skills and Experience | |||||||||
| Accounting |  | | | | | | |||
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| Equifax Industry Knowledge | | | | | | ||||
| Executive Leadership & Business Operations | | | | | | | | | |
| CEO Experience | | | | | | | |||
| CFO Experience | | | | ||||||
| International Business | | | | | | | | | |
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| Mergers & Acquisitions | | | | | | | | | |
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| Strategy Development | | | | | | | | | |
| Technology | | | | | |||||
| Background | |||||||||
| Tenure/Age/Gender | |||||||||
| Tenure (years) | 6 | 17 | 1 | 7 | 10 | 6 | 15 | 3 | 3 |
| Age | 65 | 67 | 58 | 69 | 58 | 67 | 66 | 55 | 59 |
| Gender (Male or Female) | M | M | F | M | M | M | M | F | F |
| Race and Ethnicity | |||||||||
| Hispanic or Latino | |||||||||
| Black or African American | | ||||||||
| White | | | | | | | | | |
| Asian | |||||||||
| American Indian or Alaska Native | |||||||||
| Native Hawaiian or Pacific Islander |
| Equifax Inc. | 2024 Proxy Statement | 29 |
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, thean 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 threemost recent additions to the Board, the Governance Committee was also very focused on expertise in corporate strategy development, risk management, data and analytics, informationfinancial technology, HR Services and corporate governance. The Governance Committee and the Board also consider whether the candidate is independent under the standards described under “Director Independence” 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.ethnicity. When current Board members are considered for nomination for re-election, the Committee also takes into consideration their prior Board contributions, performance and meeting attendance records. The effectiveness of the Board’s skills, expertise and background, including its diversity, is also considered as part of the Board’s annual self-assessment.
Directors are limited to service on three other public company boards, not including our Board. Audit Committee members may not serve on the audit committee of more than three public companies absent a Board determination that such service will not impair the ability of such member to serve effectively on the Company’sour Audit Committee. In addition, when our CEO is a member of our Board, he or she may not serve on more than two other public company boards. These policies – and our directors’ compliance with these policies – are reviewed at least annually and all directors currently comply with these limitations.
See “Questions and Answers about the Annual Meeting” beginning on page 83109 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.
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Our Board of Directors and management team are committed to achieving and maintaining high standards of corporate governance, ethics and integrity. We conduct our business in a manner that is socially responsible, value-basedvalues-based and in compliance with the law. We periodically review our governance policies and practices against evolving standards and make changes as appropriate. We also value the perspectives of our shareholders and other stakeholders, including our employees and the communities in which we operate.
The following sections summarize our corporate governance policies and practices including our Board leadership structure, our criteria for director selection and the responsibilities and activities of our Board and its committees. Our corporate governance documents, including our Corporate Governance Guidelines (“Governance Guidelines”), our Board committee charters and our Code of Ethics and Business Conduct applicable to directors, officers and employees, are available at www.equifax.com/about-equifax/corporate-governance, or in print upon request to Equifax Inc., Attn: Office of Corporate Secretary, P.O. Box 4081, Atlanta, Georgia 30302, telephone (404) 885-8000. The Code of Ethics and Business Conduct provides our policies and expectations on a number of topics, including our commitment to good citizenship, providing transparency in our public disclosures, prohibiting insider trading, avoiding conflicts of interest, honoring the confidentiality of sensitive information, preservation and use of Company assets, compliance with all laws and operating with integrity.
See “Corporate Governance Highlights” on page 1423 for a summary of our key governance practices.
| Equifax Inc. | 2024 Proxy Statement | 31 |
Our Board of Directors and management team value the constructive feedback received from shareholders through our proactive and regular engagement. Investor engagement over the last several years has promptedcontinues to prompt review of and changes to our governance practices, and our Board remains committed to continuous improvement. Thoseseeking out and responding to investor feedback. Our integrated outreach team, led by our Office of Corporate Secretary and Investor Relations personnel, and joined by members of our Board for certain conversations, provided valuable insight that has informeddiscusses a wide variety of issues with our shareholders.
This past year, we continued our extensive outreach efforts, paying particular attention to shareholder focus areas following the Board’s decision-making2023 Say-on-Pay vote. As detailed below, we undertook a multi-phased investor outreach program, beginning with discussions leading up to our 2023 Annual Meeting and followed by extensive engagement in response to the 2023 Say-on-Pay vote.
Following our 2023 Annual Meeting, we reached out to shareholders holding approximately 83% of our outstanding common shares (“O/S”) and engaged with shareholders holding approximately 70% of our outstanding shares, including many who did not support our proposal. We thoughtfully considered shareholder input on several of the improvementstopics ranging from compensation strategy, including our performance-oriented equity award, to our corporate governance and compensation programs described in this Proxy Statement.responsible business. Our Independent Chair and our Compensation Committee Chair led several of these engagement meetings. We also engaged with both of the leading proxy advisory firms.
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Our Board conducted an in-depth review of the shareholder feedback provided in 2023 to develop an appropriate response to the 2023 Say-on-Pay vote and responsible business topics raised by investors, evaluating actions both in terms of potential changes to practices and disclosure, as described below and under “Shareholder Engagement on Executive Compensation” on pages 52-53.
What We Heard | What We Did | |
| Executive Compensation | ||
| Preference for no future one-time awards to the CEO |  | Made an explicit commitment that our Compensation Committee does not intend to grant future one-time awards to the CEO or other NEOs (beyond the awards granted in the process of hiring new employees) absent extraordinary circumstances (see page 53) |
| Interest in additional disclosure of voluntary holding periods associated with our CEO’s equity awards |  | Expanded disclosure of our CEO’s irrevocable elections to defer $67 million of equity (including equity granted to him as part of the 2022 performance-oriented award) over a ten-year period following his retirement from Equifax (see page 72) |
| Desire for greater disclosure of scope and focus of shareholder engagement | | Increased the disclosure of our shareholder engagement efforts, including the specific feedback we heard from investors on topics that were most prevalent (see pages 32 and 52-53) |
| Desire for additional disclosure regarding the selection of the peer group used for our TSR performance shares | | Enhanced disclosure of the TSR performance share peer group selection process and rationale for the use of the S&P 500 Index to evaluate relative performance (see pages 57 and 65) |
| Responsible Business Topics | ||
| Desire for additional disclosure regarding our initiatives related to consumers, including financial inclusion, expanded access to credit and consumer experience | | Began publishing a monthly U.S. consumer credit report accuracy metric as part of our commitment to improve data processes (see Equifax.com/about-equifax/consumer-experience/) Enhanced proxy statement and website disclosure to highlight our initiatives and 2023 progress related to financial inclusion, access to credit and consumer experience (see pages 40-41 and Equifax.com/about-equifax/our-commitments/) |
| Interest in additional human capital-related disclosures, including topics related to employee engagement, turnover rates and retention and recruitment efforts | | Enhanced proxy statement disclosure to highlight employee engagement initiatives (see page 42) Enhanced disclosure regarding employee turnover rates in our 2023 SASB Report (see Equifax.com/ESG) Published a Human Rights Policy, taking into consideration shareholder feedback received (see Equifax.com/about-equifax/corporate-governance/) |
| Support for obtaining SBTi-approval of near-term GHG emission reduction targets | | Set near-term GHG emission reduction targets that were validated by the Science Based Targets initiative (SBTi) (see Equifax.com/about-equifax/environment/) |
| Request for disclosure regarding our approach to artificial intelligence risks and opportunities | | Published additional information about our commitment to responsible AI innovation, including our Responsible AI Policies and Principles, which are designed to operationalize Responsible AI and help ensure that we consistently and appropriately design, implement and use AI Systems for approved use cases (see Equifax.com/about-equifax/ai/) |
| Equifax Inc. | 2024 Proxy Statement | 33 |
The Board annually reviews its leadership structure and our governance documents provide the Board with the flexibility to select the appropriate leadership structure for us at any given time. In prior years, the roles of Chairman and CEO were combined. However, in the third quarter of 2017, the Board determineddecided to adjust its leadership structure to separate the roles of Chairman and CEO. Mark Feidler, who had previously served as a leader for the independent directors in his role as Presiding Director, was elected to the role of Independent Chairman. In selecting Mr. Feidler to serve as Independent Chairman, the then-serving independent directors considered, among other things, his effective leadership when serving in the role of Presiding Director and his ability to commit sufficient time to the additional workload and increased meeting attendance as important qualifications.
The Board has determined that having separate Chairman and CEO roles is in the best interest of the Company and its shareholders at this time. This structure provides for direct independent oversight of management and clearly delineates the role of the Board as a source of insight and oversight for management. The Board believes this leadership structure, which also includes a majority independent Board and fully independent Board committees, best serves the objectives of the Board’s independent oversight of the Company’s business and affairs at this time.
 | |||
 | Mark L. Feidler INDEPENDENT CHAIRMAN OF THE BOARD |
The role and responsibilities of Independent Chairman include: | ||||
• Calling meetings of the full Board or of the non-management directors • Establishing the agenda for each Board meeting, in coordination with the CEO • Presiding at all meetings of the Board • Advising the CEO of decisions reached and suggestions made at the executive sessions of the non-management directors | • Facilitating communication between the directors and with the CEO • Meeting directly with management and other employees of the Company • •
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| Equifax Inc. | 2024 Proxy Statement | 34 |
Our Board continually seeks to improve its performance. We have a rigorousrobust and constructive annual Board and committee self-evaluation process, which presents the opportunity to examine the Board’s effectiveness and practices and identify areas for improvement. Our Governance Committee annually reviews and recommends the specific format to use for that year’s Board evaluation.
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 theits standard process for the 2020-2021 evaluation process.2023-2024 self-evaluation cycle. Under the standard process, each director completed written Board and committee evaluation questionnaires. The questionnaire responsesquestionnaires, which 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 Chairmansummaries, and 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 change2024. In addition 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.each standing committee conducted its own self-evaluation and charter review.
 | Feedback Incorporated Over the past few years, the evaluation process has highlighted opportunities to strengthen the effectiveness of the Board’s practices, structures, competencies and communications. Key themes for this year’s evaluation included: • Areas of strategic focus and Board composition in support of long-term strategy • Balance and scope of topics covered in Board meetings • Management, director and committee succession planning |
| Equifax Inc. | 2024 Proxy Statement | 35 |
The Board has four standing committees, alleach of which areis comprised entirely of independent directors as defined in the New York Stock Exchange (“NYSE”) rules. The Board appoints committees to help carry out its duties and work on key issues in greater detail than is generally possible at Board meetings. Committees regularly review the results of their meetings with the Board. In 2020,2023, the full Board held eight7 meetings and the standing committees held a total of 19 meetings.34 meetings (including 4 joint meetings of the Audit and Technology Committees and 2 joint meetings of the Governance and Compensation Committees).
| Committee Memberships | Committee Memberships | |||||||||||||||
| Name | Independent | Audit | Compensation | Governance | Technology | Independent | Audit | Compensation | Governance | Technology | ||||||
| Mark W. Begor | ||||||||||||||||
Mark L. Feidler  |  |  |  |  |  |  | ||||||||||
| Karen L. Fichuk |  |  | ||||||||||||||
| 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 | |||||||||||
| Audrey Boone Tillman | | | | |||||||||||||
| Meetings held in 2023 | 12 | 7 | 7 | 8 | ||||||||||||
  | = Independent Chairman |
  | = Audit Committee Financial Expert |
| = Committee Chair |
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Committee Responsibilities
Each committee operates pursuant to a written charter which is available on the Company’sour website at www.www.equifax.com/ equifax.com/about-equifax/corporate-governance. The following summarizes the oversight responsibilities of each committee:committee are summarized below.
 | Audit Committee | Meetings held in 2023: 12 | |
| Members: G. Thomas Hough (Chair), Karen L. Fichuk, Scott A. McGregor, John A. McKinley | |||
•Direct authority to appoint, oversee, compensate and discharge our independent auditors | |
• Reviews and pre-approves the services provided by our independent auditors and reviews the independence of that firm | |
• Reviews our | |
• 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 our internal and external auditors to ensure full and frank communications |
| Equifax Inc. | 2024 Proxy Statement | 36 |
 | Compensation Committee | Meetings held in 2023: 7 | |
•Approves and oversees our executive compensation plans, programs and policies | |
• Evaluates the performance and determines the compensation for our CEO; oversees the performance evaluations for our other executive officers and makes compensation determinations • Approves equity compensation awards made to Section 16 officers • Reviews the CD&A and other proxy statement disclosures related to executive compensation; recommends the inclusion of the CD&A in the proxy statement | • |
| appropriate responsive actions • Oversees an annual risk assessment of our compensation programs | |
• Monitors the effectiveness and funded status of our retirement and 401(k) plans | |
• Advises management and the Board on succession planning and other significant human resources matters |
 | Governance Committee | Meetings held in 2023: 7 | |
| Members: Mark L. Feidler (Chair), Robert D. Marcus, Melissa D. Smith, Audrey Boone Tillman | |||
• | |
• • Makes recommendations regarding the election of new directors and re-election of incumbent directors • Oversees an annual review of the Committee charters • Makes recommendations on matters related to Board policies and practices, including the Corporate Governance Guidelines | |
• • Oversees our shareholder engagement program and | |
 | • Oversees our strategy with respect to |
• Oversees the new director orientation program and the continuing education activities of the Board• Annually reviews our political activities, including lobbying activities |
 | Technology Committee | Meetings held in 2023: 8 | |
| Members: John A. McKinley (Chair), Scott A. McGregor, Audrey Boone Tillman | |||
• Oversees our technology strategy, including new product development programs and | |
• Reviews | |
• In coordination with the Audit Committee, oversees risk management with respect to cybersecurity | • Oversees engagement of outside advisors to review our cybersecurity program and annually reviews the effectiveness of our cybersecurity program•Receives |
Our Governance Guidelines provide that a substantial majority of our Board should be independent. Our Guidelines for Determining the Independence of Directors, which is an appendix to our Governance Guidelines and may be accessed on our website at www.equifax.com/about-equifax/corporate-governance, meet or exceed the requirements of SEC rules and regulations and the NYSE listing standards.
The Board has affirmatively determined that all director nominees (other than our CEO, Mr. Begor) are independent under the applicable NYSE listing standards, SEC rules and our Guidelines for Determining the Independence of Directors. In making these determinations, the Board considered the types and amounts of the commercial dealings between the Company and the companies and organizations with which the directors are affiliated. The Board views the independence analysis as an ongoing consideration and will continue to monitor these relationships.
Each director is an equal participant in decisions made by the full Board. All of our standing Committees are comprised solely of independent directors.
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 strengtheningexecuting our core technologystrategic priorities by leveraging the Equifax Cloud and security competenciesour EFX.AI advanced analytics and executing on our EFX2023 strategy.machine learning capabilities to drive innovation, new products and growth. The Board believes that the additions of Heather Wilson in 2019, Melissa Smith in 2020, and Audrey Boone Tillman in 2021 and Karen Fichuk in 2023 provide our Board with additional broad-based executive leadership experience, as well as enhanced expertise in risk management, data and analytics, informationfinancial technology, HR Services, risk management and corporate governance.
The Board will continue to seek out highly-qualified director candidates as part of the Board succession plan to enhance the experience and diversity of our Board to align with our overall strategy. The Governance Committee has been actively engaged in a director search process, with the assistance of a third party executive search firm, to identify highly-qualified and diverse director candidates to fill the seat created by Heather Wilson’s departure. The Board is searching for candidates with broad executive leadership experience that complements the skills and experience of our existing directors, in order to ensure appropriate oversight as we continue to grow our company and execute on our strategic business priorities.
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 individual and average tenure of our director nominees, which is well distributed to create a balanced Board. Since 2020, we have refreshed our Board with fivethree new independentfemale directors joining the Board since 2017.who bring valuable perspective and expertise, including one member who is also racially diverse.
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.
Upon joining our Board, our directors participate in an orientation program regarding our Company, including business operations, strategy, regulatory compliance, cybersecurity, governance and company policies. Under the Governance Committee’s oversight, we enhanced our director orientation program in 2019 to include additional direct participation by incumbent directors. In accordance with our orientation program, an incumbent member of our Board is designated to participate in the orientation process and conduct a one-on-one session with each new director. In addition to the onboarding process, members of seniorour Board receives regular updates from management regularly present reports at Board meetings and reviewregarding the Company’s operating plan and strategy, ofincluding updates specific to each of our business unitsunit and the Companyenterprise as a whole,whole. In addition to these regular reports, the Board receives periodic updates from management and third parties, as well as provide periodic training sessionsappropriate, regarding regulatory compliance, cybersecurity, crisis management planninggovernment relations, artificial intelligence and Board governance issues.topics. The Board also conducts periodic visits to our key facilities and Board membersfacilities. Our directors participate in annual cybersecurity training and receive annual updates on our crisis management simulations and/or training with management.program in order to ensure enterprise preparedness. Board members also may attend outside director continuing education programs at Company expense to assist them in keeping pace with developments in corporate governance and other critical issues relating to the operations of public company boards.
Our Board is accountable for the development, implementation and continual review of a succession plan for the CEO and other executive officers. As part of its responsibilities under its charter, the Compensation Committee oversees the succession planning process for the CEO and the senior leadership team. The process ensures that critical business capabilities are safeguarded, executive development is prioritized and strategic talent is leveraged to focus on current and new business imperatives. On February 4, 2021, we entered into a letter agreement with ourOur CEO that amends certain terms of his originalis party to an Employment Agreement. The letter agreementAgreement that provides for a five-year term of employment, ending on December 31, 2025. This change in conjunction with those described under “CEOThe terms of his Employment Agreement” (described on pages 53-54 is73-74) are 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.value. The Compensation Committee monitors each of the CEO’s direct reports for high potential internal CEO succession candidates, all of whom have ongoing exposure to the Board and are reviewed annually with the Board by the CEO and the Chief Human Resources Officer. The Compensation Committee and the Board also review the foregoing in executive session on a regular basis.
We have identified a series of responsible business priorities that are aligned with our corporate strategy.
By aligning our responsible business priorities with our corporate strategy, we remain focused on the areas that are most relevant to our business, which drives the creation of shareholder value while at the same time positioning our company for long-term sustainability. Highlights of our responsible business priorities, 2023 progress and related business strategies are described below. Additional information can be found on our website at www.equifax.com/ESG.
Consumer Impact Security Environment Culture and Careers Privacy Governance Community Engagement Our Suppliers Purpose and Values Consumer Impact Our strategy to expand our differentiated data assets and put customers and consumers first helping promote financial inclusion and empower consumers: Extended our exclusive operation and management of the NCTUE® database, including 190 million payment records that can be layered with traditional credit data to help expand access to credit Introduced the industry's first expanded mortgage credit report, making telco, pay TV, and utilities attributes available to the U.S. mortgage industry Contracted with USDA's Food and Nutrition Assistance Program to provide verification services in support of SNAP benefits Introduced a credit education toolkit to help young adults in the U.S. establish responsible credit habits Began publishing a monthly U.S. consumer credit report accuracy metric Leveraging our Equifax Cloud capabilities helps us reduce our environmental impact: Made progress toward our commitment to netzero greenhouse gas (GHG) emissions by 2040 Set near-term GHG emission reduction targets that were validated by the Science Based Targets initiative (SBTi) Reduced combined scope 1 and 2 GHG emissions by: - Decommissioning 7 data centers - Relocating 6 offices to more energy efficient locations - Expanding our purchase of renewable energy Environment We are demonstrating our leadership in security through our world-class security program and collaboration to strengthen the broader business community: Achieved a security program maturity rating that exceeded industry benchmarks for the fourth consecutive year Reinforced our internal security culture, including via 220,000+ threat simulations that tested our global workforce Expanded our external collaboration, including open-sourcing our security and privacy controls framework, and helping Costa Rica launch a nationwide cybersecurity awareness course Security Acting as one team, One Equifax drives greater workforce engagement, retention, innovation and diversity: Expanded career development resources and opportunities for future growth, with almost 50% of open roles filled internally Implemented BEST Credit Training, enabling EFX employees to deliver financial literacy content in their communities Grew membership in our global employee networks, with 21% of our employees participating Recognized by the Human Rights Campaign as a Best LGBTQ+ Employer in the 2023 Corporate Equality Index
| Equifax Inc. | 2024 Proxy Statement | 40 |
Spotlight on Consumer Impact At Equifax, we recognize that positive economic change starts with a single financial opportunity. Our unique blend of data, analytics and technology unlocks innovative, financially-inclusive opportunities that move people forward. We are committed to furthering our investments and business actions to support financial inclusion and empower consumers, including through the initiatives described below. More information is available at www.equifax.com under “About Us - Our Commitments.” Empowering Consumers with Access to Resources and Tools Delivering Benefits with Greater Speed Working in collaboration with Equifax, certain U.S. federal and state social service agencies use The Work Number® database to help people in need secure access to healthcare, food, housing and financial assistance. Because eligibility for social services programs generally requires verification of income or employment status, social service agencies can use The Work Number to verify this information for each applicant. Equifax solutions help strengthen the administration of these important programs by reducing time to benefits, helping agencies determine the appropriate amount of benefit to provide and improving the consumer's experience through a streamlined process. Driving Greater Awareness Around Financial Inclusion and Consumer Education We continue to devote additional resources to promote and amplify the importance of financial inclusion within the financial services system. In 2023, we launched a Financial Inclusion Hub on equifax.com to provide a single source for information on this important issue. We invest in numerous initiatives around the world to help young people learn about credit, budgeting and debt management, build credit capability and develop skills to make informed financial decisions. We partner with Credit Builders Alliance, a national nonprofit network that connects equity-focused nonprofits and credit bureaus in order to help the millions of consumers with little or no credit participate in the mainstream financial system by building credit. Promoting Access to Credit and Financially Inclusive Lending Through Alternative Data While credit reports remain a strong indicator of credit history and past financial reliability, we believe that data not included in traditional credit report data - including telecommunications, pay TV and utility payment history - has the potential to help responsibly expand consumer access to credit and support a more inclusive economy by presenting a fuller picture of consumers' financial profiles. Moreover, our EFX.AI advanced analytics and machine learning allows us to build insights from significantly greater amounts of trusted, proprietary data - helping lenders, service providers and government agencies make more holistic decisions and open financial opportunities to otherwise underserved populations. For example, our studies show that layering our differentiated alternative data with our patented explainable AI (xAI) can lift consumers into higher credit bands. Improving the Consumer Experience Equifax plays an important role in the financial lives of consumers and we are committed to being consumer friendly at every touchpoint. We have revised our consumer-facing communications to ensure they are easy to understand. Updated communications will begin in the second half of 2024. We are committed to improving our data processes and began publishing U.S. credit report accuracy metrics on our corporate website on a monthly basis.
| Equifax Inc. | 2024 Proxy Statement | 41 |
At Equifax, we believe knowledge drives progress. We blend unique data, analytics and technology to create insights that power decisions and enable people to live their financial best. This is brought to life by our 11,400nearly 15,000 employees in 2224 countries around the world who are passionately focused on our customers and consumers. We believe our greatest competitive advantage and asset is our people. Nurturing a team environment that fosters cross-functional collaboration and innovation and working as One Equifax is core to our success. In 2020,2023, we hired approximately 1,900 new employees and promoted approximately 1,100 talented1,800 employees and hired 2,300 new team members as we continue to grow and transform our businesses around the world.
We are focused on nurturing our people through meaningful opportunities for career advancement, learning and development, supporting our next generation of leaders, an inclusive and diverse work environment, and regularongoing employee engagement and recognition.
Our team shares a culture that informs how we see ourselves and our view of the world. Our work is guided by our purpose and our shared values. In 2020, we launched our refreshedOur values contemporizingexpress who we are, how we work and how we will act to fully realize and sustainthe behaviors that support our cloud data and technology transformation.company. Combined with our purpose, our values guide how we work together every day and form our relationships with customers, partners and shareholders. They are:
| Our Values | ||||
| Our values express who we are, how we work and the behaviors that support our company, our vision and our purpose. They serve as guiding principles for our global team. They are: | ||||
 | • Be leaders in security and trusted datastewards • Lead with integrity and be personallyaccountable • Hold high standards in all our marketsaround the world |  | • Exceed our customers’ expectationsevery day • Deliver value and quality to ourcustomers so we grow together • Aspire to be our customers’ first call | |
 | • Deliver results and play to win • Drive excellent execution • Have a sense of urgency, agility, and grit |  | • Work together as one aligned global team • Assume best intentions from each other • Foster optimism and have fun together | |
 | • Be intellectually curious and insightsdriven • Optimize our data and technology tosustain market and product leadership • Drive scalable, profitable growth |  | • Take initiative to develop ourselves andhelp others grow • Value diversity of experience and thought • Proudly show our Equifax spirit at workand in our communities | |
We focus on generating sustained employee engagement by shaping meaningful experiences that result in increased productivity, loyalty and belonging. Building on our high levels of engagement (78% based on our most recent comprehensive survey), we continue to gather data and insights that drive further improvements in this area, including through pulse surveys, individual engagement conversations, employee focus groups and survey data from stay and exit interviews.
In 2023, these insights drove deliberate actions. We expanded career development resources and provided opportunities for future growth, with almost 50% of open roles filled internally (compared to 38% in 2022), delivering on our commitment as a place to grow and develop a career. As another meaningful indication of engagement, 21% of employees are active members of one of our employee networks.
| Equifax Inc. | 2024 Proxy Statement | 42 |
Valuing diversity is at the heart of our shared values. We believe that increasing inclusion and diversity (I&D) leads to better innovation, higher engagement levels and ultimately better business outcomes. We further believe that our employee base should reflect our customers and the communities where we live and work.
We continue to make visible, positive strides in support of our inclusion and diversityI&D strategy and in adding and engaging diversity within our global teams. In 2020, we established our firstOur Chief Talent and Diversity Officer role. Thisoccupies a key leadership position, reportsreporting directly to our Chief Human Resources Officer, and is responsible for activating our talent strategy with a substantial focus on furthering aan inclusive and diverse workforce and inclusive culture. We are advancing this strategy through expandingIn 2023, we achieved several milestones in support of our employee affinity networks around the world, hosting ongoing open dialogues to enhance understanding and mutual listening, targeted I&D strategy. We introduced Inclusive Leader Training to additional employees, helping our managers develop leadership habits and behaviors that drive inclusion and engagement. Our employees completed over 140,000 hours of professional training cultural heritage celebrations, and linkagesdevelopment globally, including 7,300 hours of I&D training. As a result of these accomplishments and other initiatives described on our website, we were recognized by the Human Rights Campaign as a Best LGBTQ+ Employer in the 2023 Corporate Equality Index.
We also continue to community and financial inclusion initiatives. Further, consistent withdemonstrate our commitment to transparency around workforce diversity by publishing annual Sustainability Accounting Standards Board (SASB) and Equal Employment Opportunity (EEO-1) reports that contain detailed workforce diversity data. Through our regular investor engagement, we have implementedunderstand that these reports represent important tools for investors to evaluate our company.
We are focused on improving enterprise-wide representation and promotions for both women and employees of diverse racial and ethnic backgrounds, and pride ourselves on promoting and hiring highly-qualified candidates who enhance our culture, add diverse perspectives, and deliver on our business strategy. In 2023, we continued our commitment to our diverse candidate interview slate requirements for higher levelall external professional and management roles.roles, achieving 100% compliance in the U.S. Within our senior leadership team, over 50% identify as female or racially or ethnically diverse. On our Board, 33% of our director nominees identify as female and 11% identify as racially or ethnically diverse.
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| of our Board nominees identify as | of our Board nominees identify as Racially or Ethnically Diverse | of our Senior Leadership Team identify as Female and/or Racially or Ethnically Diverse |
Our compensation program further supports our commitment to inclusion and diversity. Under our annual incentive plan, all employees in senior leadership roles are required to set individual performance goals related to workforce diversity. Performance against this goal is taken into account when determining the annual bonus achievement for each leader. See page 60 for more detail.
During the past year, our Equifax offices around the world remained safely open and in compliance with all local jurisdictional requirements. Since 2021, we have offered a flexible working schedule to provide even more flexibility and retention value for our employees. Eligible employees are able to work three days in the office, with the option to work two days remotely. Additionally, our employees also have the option of taking two weeks per year to work fully remotely.
| Equifax Inc. | |
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:
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.
Our Board oversees risk management at the Company. The Board exercises direct oversight of strategic risks to the Company and other risk areas not delegated to one of its committees.
The risk management roles and responsibilities of the Board and its committees are:
| Board of Directors | ||
•Monitors our “tone at the top” and risk culture and oversees principal risks facing the Company | ||
• On an annual basis, the Board | ||
– The Board then sets the general level of risk appropriate for the Company through business strategy reviews | ||
– Risks are assessed throughout the business, focusing on (i) financial, operational and strategic risks, and (ii) ethical, legal, privacy, data security (including cybersecurity), data quality, regulatory and other compliance risks | ||
Audit Committee
• Reviews risks related to financial reporting; discusses material violations, if any, of our ethics, legal, regulatory and other compliance policies • Considers our annual audit risk assessment which identifies internal control risks and drives the internal and external audit plan for the ensuing year • Considers the impact of risk on our financial position and the adequacy of our risk-related internal controls • Discusses with management our risk management policies and procedures • In coordination with the Technology Committee, oversees risk management with respect to cybersecurity | Governance Committee • Focuses on corporate governance risks, including evaluation of our leadership and risk oversight structure to ensure that it remains the optimal structure for our Company and shareholders • Oversees our political engagement policy and reviews our political expenditures on an annual basis • Oversees our strategy with respect to our responsible business priorities | |
Technology Committee • Reviews our technology investments and infrastructure associated with risk management • In coordination with the Audit Committee, oversees risk management with respect to cybersecurity | Compensation Committee • Reviews compensation, human resource and management succession risks, as summarized under “Management of Compensation-Related Risk” on page 75 |
Audit and Technology Committees Coordinate on Cybersecurity Risk Oversight | As described above, the Audit Committee and Technology Committee coordinate on risk management oversight with respect to cybersecurity, including through quarterly joint committee meetings that cover the following topics: | |
• | Regular reports from the internal audit department regarding the security and technologyportions of the internal audit plan | |
• | Regular reports from our | |
• | Regular reports from our | |
We have a comprehensive enterprise risk management (“ERM”) program focused on the application of controls over the following primary risk types:
| •Compliance | • | ||||||
| •Cybersecurity | • | ||||||
| •Data and Privacy | • |
In addition to the categories set forth above, we have a process under our ERM program for identifying other risks that could adversely affect our business, including risks related to responsible business matters. Our Audit Committee annually reviews our policies and processes with respect to risk assessment and risk management.
We have implemented an ERM framework based on the “three lines of defense” model for establishing effective checks and balances, which is used by leading financial institutions.
| LINES OF DEFENSE | ||||
| 1. | 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. | ||
| LINES OF DEFENSE | ||||
| 1 OPERATIONAL | 2 RISK & COMPLIANCE | 3 INTERNAL AUDIT DEPARTMENT | ||
| The first line of defense, the operational line, is the business unit or corporate support unit, such as IT, data security, finance and human resources. Business unit and corporate support unit leaders are directly responsible for managing risks and controls in their operations. | The second line of defense provides risk and regulatory compliance oversight, and is primarily comprised of the Enterprise Risk Management and Compliance organizations within Equifax. These functions have a direct reporting channel to the Board and are responsible for establishing frameworks, policies and standards, performing independent risk-based monitoring and testing, and independently identifying and assessing material risks, including IT and data security risks. | The third line of defense, the internal audit department, as supplemented by third party support, audits the effectiveness of the oversight of the second line of defense and performs direct audits of the first line of defense. Internal audit is responsible for providing the Audit and Technology Committees and senior management with an independent assessment and assurance regarding the design and effectiveness of the risk management framework. | ||
The execution of our ERM program is supervised by our ERC,Compliance organization, with each business unit and corporate support unit having primary responsibility for assessing and mitigating risks within its respective areas of responsibility. Our SVP for Enterprise RiskChief Privacy and Compliance Officer leads the ERCERM organization and functionsfunction 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.
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.
During 2020,2023, the Company was not a participant in any transaction or series of transactions in which the amount involved did or may exceed $120,000 in which any Related Person had or will have a direct or indirect material interest, other than the compensation arrangements (including with respect to equity compensation) described in “Executive CompensationCompensation” ” beginning on page 3549 and “Director CompensationCompensation” ” beginning on page 76.101.
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 35. This vote is commonly referred to as “say-on-pay.
SummaryAs we do each year, and as required by Section 14A of the Securities Exchange Act, we are seeking advisory shareholder approval of the compensation of our named executive officers (“NEOs”) as disclosed in the section of this Proxy Statement titled “Executive Compensation” beginning on page 49. This vote is commonly referred to as “Say-on-Pay.” Shareholders are being asked to vote on the following advisory resolution:
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| NEO | Position in | 2023 | Years in Position at End of (rounded) | |
| Mark W. Begor | Chief Executive Officer | |||
| John W. Gamble, Jr. | 10 | |||
| Todd Horvath | 1 | |||
| Rodolfo O. Ploder | Executive Vice President, President, Workforce Solutions | |||
| Bryson R. Koehler | Former Executive Vice President, Chief Technology, | |||
| * | Mr. Koehler departed from Equifax on March 1, 2024. |
| $5.3B | $6.71 | $1.7B | $191.8M | +69% |
| Revenue, an increase of 3% from 2022 | Adjusted EPS*, down from $7.56 in 2022 | Adjusted EBITDA*, consistent with 2022 | Dividends paid to shareholders, consistent with 2022 levels | 5-year Total Shareholder Return Relative to S&P 500 |
| * | Adjusted EPS |
2020
The foundationDuring 2023, we were guided by our strategic imperatives, which are based on our shift from an era of building, investing and transforming to one of leveraging our exceptional 2020 performance began in 2018 when we launched EFX2020, a three-yearsignificant cloud technology, datainvestments to drive new product innovation 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.accelerate growth.
A summary of our significant 20202023 accomplishments against our strategic priorities is set forth below:below.
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• Vitality Index of 14%, all-time high and above our |
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• Decommissioned 7 data centers |
 | Expand Differentiated Data Assets • Extended our exclusive operation and management of the • Drove growth in The Work Number database, reaching 168 million active employment records |
 | Put Customers and Consumers First • Over 2,000 skilled customer and consumer care, and data contributor service team members • New global Financial Inclusion Hub; launched EFX Learn |
 | Execute Bolt-on M&A • Acquired Boa Vista Serviços, 2nd largest credit bureau in Brazil • Acquired Profile Credit in Canada |
 | Continue Leadership in Security • Security maturity rating outperformed all major industry benchmarks; 4th consecutive year • Expanded external collaboration; open-sourced our security and privacy controls framework |
 | Act as One Team, One Equifax • Almost 50% of open roles filled internally in 2023, compared to 38% in 2022 • A Human Rights Campaign Best LGBTQ+ Employer for Equality • 21% of employees are active in one of our
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Our Incentive Programs Align Payouts with Financial Performance and Non-Financial Goals
Our 20202023 compensation program metrics, established in the first quarter of 20202023, were:
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| 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 | |
| (2) | Certain of our NEOs had roles for |
| (3) | Adjusted EBITDA is a non-GAAP measure, as shown in Annex A to this Proxy Statement. |
Say-on-Pay Voting Results in 2020
In evaluating our executive compensation program, one factor our Compensation Committee considers is the results of the most recent annual shareholder advisory vote on executive compensation or “say-on-pay” vote. At our 2020 Annual Meeting, approximately 91% of the votes cast approved our executive compensation program. Following our 2020 Annual Meeting, the Committee continued to review our compensation program and practices and how they align with our core compensation philosophy, recognized market best practices and our strategic priorities. The Committee continues to take steps to ensure that pay opportunities are performance-based, with a mix of fixed and at-risk variable pay that ensures alignment between management and shareholder interests.
As part of our ongoing Board-directed shareholder engagement program, the feedback receivedwe receive from shareholders on our executive compensation program is shared with the full BoardCompensation Committee and the full Board. The Compensation Committee. The Committee considers this feedback, along with additional data, such as market comparisons from the independent compensation consultant, in itsthe Committee’s review of our compensation program, as well as compensation plan and benchmarking advice from its independent compensation consultant.program.
Following the 2020 Annual Meeting, members of management, together with Independent Chairman Mark Feidler for certain conversations, conducted investor outreach meetings with investors representing approximately 47% of our shares. During these meetings, shareholders described their priorities and provided 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 use of performance-based equity award structures to drive alignment of the interests of our NEOs and shareholders. Our shareholders also expressed support for the eliminationSay-on-Pay Voting Results in 2020 of the enhanced LTI opportunities provided in 2019 and the discontinuation of adjustments to exclude costs related to the 2017 cybersecurity incident when calculating Adjusted EPS beginning in 2021.2023
BasedAt the 2023 Annual Meeting, the advisory vote on shareholder recommendations, we continue to enhance our proxy disclosures regarding changes to executive compensation, programs. The Company will continueor “Say-on-Pay” vote, failed to maintain an active dialoguereceive support from a majority of votes cast. Following the 2023 Annual Meeting, our Compensation Committee, Governance Committee and entire Board have been focused on understanding and responding to our shareholders’ feedback as reflected in the 2023 Say-on-Pay vote.
We conducted extensive engagement with shareholders to capture feedback, and continuewe reviewed our executive compensation structure and practices in light of shareholder guidance. Through these efforts, we sought to evaluate and integrate feedback into Board discussions, including topics such as metrics that are usedimplement appropriate responses to determine the NEOs’ short- and long-term incentive compensation.Say-on-Pay vote.
Compensation Program Highlights
Executive Compensation Philosophy
| Summer 2023 Shareholder Engagement Following the 2023 Annual Meeting, in June and July 2023, members of our management team, together with our Compensation Committee Chair or our Independent Board Chair for certain conversations, conducted summer investor outreach meetings with investors representing approximately 22% of our shares. We heard from our investors who had not supported our Say-on-Pay proposal at the 2023 Annual Meeting. During these meetings, our shareholders: • Noted concerns with the one-time 2022 performance-oriented equity award to our CEO and asked questions regarding the possibility of additional one-time awards to our CEO • Expressed support for our core compensation program, including the pay-for-performance alignment of our program • Provided positive feedback on the new details we shared regarding our CEO’s irrevocable elections to defer $67 million of equity (including equity granted to him as part of the 2022 performance-oriented award) over a ten-year period following his retirement from Equifax (see page 72) | |
| Board Consideration of Feedback from Summer 2023 Shareholder Engagement In August 2023, our Compensation and Governance Committees met jointly to consider the shareholder feedback received from our engagement efforts in June-July 2023. During these discussions, and taking into consideration the shareholder feedback we received in June-July 2023, the Compensation and Governance Committees aligned on some actions in response to the low 2023 Say-on-Pay vote that we could preview with a broader group of shareholders during our regular off-season engagement outreach in the fall of 2023. | |
| Equifax Inc. | 2024 Proxy Statement | 52 |
| Fall 2023 Off-Season Shareholder Engagement In October-November 2023, members of our management team, together with our Compensation Committee Chair or our Independent Board Chair for certain conversations, conducted fall off-season investor outreach meetings with investors representing approximately 70% of our shares. During these meetings, our shareholders: • Expressed support for our core compensation program, including the pay-for-performance alignment of our program • Provided positive feedback on the new details we shared regarding our CEO’s irrevocable elections to defer $67 million of equity (including equity granted to him as part of the 2022 performance-oriented award) over a ten-year period following his retirement from Equifax (see page 72) • Provided positive feedback on our proposed commitment not to grant any additional one-time awards to our CEO or other NEOs (beyond the awards granted in the process of hiring new employees) in the future absent extraordinary circumstances • Emphasized the importance of our disclosures related to these topics in the 2024 proxy statement | |
| Board Response to Shareholder Feedback on 2023 Say-on-Pay In November 2023, our Compensation and Governance Committees met jointly and carefully reviewed the shareholder feedback received from our engagement efforts following the 2023 Annual Meeting. During these deliberations, the Compensation Committee noted that shareholders generally expressed strong support for the structure and design of our core compensation program. As a result, the Compensation Committee concluded that a change to our core compensation program would not be responsive to shareholder feedback. Instead, a common theme we heard was that most investors do not favor one-time awards, such as the 2022 performance-oriented equity award to our CEO. We also heard that shareholders who voted against our Say-on-Pay proposal in 2023 did so due to concerns about the possibility of additional one-time awards being granted to our CEO. During these engagements, shareholders did not request retroactive changes to the previously-granted awards, but rather sought forward-looking commitments that a similar award would not be granted to our CEO in the future. In response to this feedback, the Compensation Committee commits that it does not intend to grant any future one-time awards to our CEO or other NEOs (beyond the awards granted in the process of hiring new employees) absent extraordinary circumstances. |
As described above, our Board conducted an in-depth review of the shareholder feedback provided in 2023 to develop an appropriate response to the 2023 Say-on-Pay vote, evaluating actions both in terms of potential changes to practices and disclosure, as described in the table below.
| Equifax Inc. | 2024 Proxy Statement | 53 |
| • | 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 |
| • | The Committee has designed and regularly reviews our compensation program to ensure we are providing competitive pay opportunities to attract and retain executive |
2020
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%2023, 89% of target total direct compensation for our CEO and an average of 73%85% for the other NEOs was in the form of variable, at-risk pay, and 75%pay. Moreover, 80% of long-term incentive awards for our CEO and 75% of long-term incentive awards for our other NEOs was in the form of performance-based compensation (performance shares and premium-priced stock options).
| * | Percentages calculated based upon actual base salary, target annual incentive and the target grant date value of annual long-term incentive awards, excluding special awards. Percentages may not total 100% due to rounding. |
 | Independent Compensation Committee advised by independent compensation consultant |
| Performance-oriented pay philosophy, as evidenced by a target pay mix for our CEO and other NEOs that is predominantly performance-based (see above) |
| Capped annual and long-term performance-based awards |
| Double-trigger change in control cash severance benefits and vesting of equity awards |
| No income tax gross-ups other than for certain relocation or foreign tax expenses |
| Performance shares are subject to a post-vesting holding period of 12 months |
| Compensation clawback policy contains financial and reputational harm standard, including in supervisory capacity |
| Meaningful share ownership requirements for senior executives |
| Anti-hedging and -pledging policy for directors, officers and other employees |
| Senior executives cannot purchase or sell Equifax securities except pursuant to a Rule 10b5-1 trading plan with robust requirements |
| No re-pricing of underwater stock options |
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| Element | Objectives | |
| Base Salary | • Provides competitive pay to attract and retain experienced and successful executives | |
| Annual IncentivePlan (AIP) | • Encourages and rewards valuable contributions to our annual financial and operational performance objectives, which align with our strategic priorities • Designed to reward high performance and achievement of financial goals and individual | |
| Long-TermIncentive | • Designed to align the interests of key employees with those of shareholders, while striking a balance between stock – TSR performance shares – Adjusted EBITDA performance shares tie our executive compensation payouts to a – Market-priced stock options (granted to our NEOs other than the CEO) provide a strong incentive for the creation of long-term shareholder value because the – Premium-priced stock options – RSUs are time-vested and primarily encourage retention and alignment with long-term shareholder interests | |
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, forFor the 2020 Annual Incentive Plan,2023 AIP and 2023 LTI program, the Committee considered recommendations from members of management concerningregarding the financial performance measures and targets, including the performance metric related to cybersecurity andindividual non-financial strategic goals under the addition of an objective designed to meet the unique business challenges presented by the COVID-19 pandemic.AIP. The Compensation Committee also considers recommendations from its independent compensation consultant and
competitive data and makes decisions on executive compensation based on its assessment of individual performance and achievement of goals by both the individual and the Company.
The CEO’s performance is reviewed by the Compensation Committee with input from the other non-managementnon-employee members of the Board. The CEO annually reviews the performance of each executive officer who reports to him, including the NEOs. The conclusions reached and recommendations made based on these reviews, including with respect to salary adjustments and annual award amounts, are presented to the Compensation Committee for approval and to the Board for review. Members of management play various additional roles in this process:
| • | The CEO makes recommendations to the Committee regarding the design of performance measures for our |
| • | 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 |
| • | The Chief Financial Officer provides information and analysis relevant to the establishment of financial performance targets for our performance-based annual and long-term incentive |
| • | 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. |
| Equifax Inc. | 2024 Proxy Statement | 55 |
The Compensation Committee considers the information and recommendations it receives and exercisesmay exercise discretion in modifyingto modify any recommended adjustments or awards to executives based on considerations it deems appropriate. Although members of our management team participate in the executive compensation process, the Compensation Committee meets regularly in executive session without any members of the management team present. The Compensation Committee makes the final determination of the executive compensation package provided to each of our NEOs.
Compensation Consultant Services and Independence
The Compensation Committee has the authority to engage advisors to assist it in fulfilling its responsibilities. The Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”), a nationally-recognized executive compensation consulting firm, to provide advice with respect to 20202023 compensation for our NEOsCEO and other executive officers. FW Cook performs services solely on behalf of the Committee and does not provide any other services to the Company. Management had no role in selecting the Committee’s compensation consultant and has no separate relationship with FW Cook. The Committee has assessed the independence of FW Cook pursuant to SEC and NYSE rules and concluded that no conflict of interest exists that would prevent FW Cook from independently representing the Committee. In 2020,2023, FW Cook assisted the Committee in determining appropriate levels of compensation for the CEO and other executive officers for 2020,2023, advising on the constructstructure of variable incentives and assisting the Committee in evaluating performance goals.
Compensation Peer Group Used for Compensation PurposesGroup: Business Overview and Competitive Market
The CompensationCommittee regularly evaluates whether the compensation opportunities for our executives are appropriate and competitive by comparing each NEO’s target compensation opportunity to the compensation opportunities for executives in comparable positions at peer companies. The Committee considers marketthe pay practices and the Company's relative size and performance versus peersof our peer companies as a primary factor when setting target pay opportunities for executives, in addition to evaluationsour executives. However, the Committee also believes that compensation decisions are multi-dimensional and require consideration of other factors, including relevant industry data, market competition, internal pay equity and each individual performance. The Committee uses benchmarking as one of several inputs for decision-making with respect to setting competitive executive pay levels.executive’s performance, experience, long-term potential and leadership contributions.
For 2020,The Committee conducts an annual evaluation, with the Company conducted a detailed market reviewassistance of executive payFW Cook, of our compensation peer group to evaluate each element of pay competitiveness, reviewedensure the pay practices of its peerscompanies continue to reflect our business strategy and the evolving market in which we compete for business. Most importantly, the Committee ensures that the peer group also includes competitors for talent, as our labor market for executive leadership extends across the highly competitive technology and technology-enabled industries. The peer group selection process further refines these business and labor market competitors to only include companies that are similar to us in scale and business complexity.
Business Evolution and Impact on Peer Group
Equifax is a global data, analytics and technology company. We provide information solutions for businesses, governments and consumers, and we provide human resources business process automation and outsourcing services for employers. The market for our products and services is highly competitive and is subject to change. Our competitors vary widely in size and in the nature of the products and services they offer.
We are transforming into a faster growing, higher margin, diversified data, analytics and technology company that has expanded well beyond a traditional consumer credit bureau. Our market capitalization has increased nearly 2.5x during that time. Workforce Solutions, our largest and fastest-growing business segment, provides services enabling customers to verify income, employment, educational history, criminal justice data, healthcare professional licensure and sanctions of people in the U.S., as well as providing our employer customers with services that include unemployment claims management, I-9 and onboarding services, Affordable Care Act compliance management, tax credits and incentives and other complementary employment-based transaction services. The service offerings within our Workforce Solutions business continue to evolve. The expansion of our portfolio of employer services has been further facilitated by our cloud-native technology architecture and enabled by our broader cloud technology transformation.
The peer group is reviewed annually to ensure the composition continues to reflect our business transformation. The companies in the peer group should acknowledge Equifax’s evolving scale and business complexity as represented by technology-enabled organizational structure, global operations and/or diversified product lines. The objective is for the peer group, as a whole, to represent the market in which we compete for business and compared performance againstexecutive talent.
2023 Peer Group Determination
The Committee’s determination of the 2023 peer group included consideration of our transforming business to ensure that the peer group continued to represent the market data as described below. This analysis was discussedin which we compete for business and reviewed byexecutive talent. In May 2022, following an annual review and based on the Compensationrecommendations of FW Cook, the Committee with its independent compensation consultant. Two primary types of market data were useddetermined it would be appropriate to compile this analysis:
modify our compensation peer group to remove FactSet Research Systems, Inc. and Jack Henry & Associates, Inc., based on the determination that the business operations of these companies are no longer sufficiently adjacent to Equifax. The Compensation Committee at the same time added Intercontinental Exchange, Inc. and S&P Global Inc. to our peer group. These changes were designed to further align with our size, growth orientation and business strategy, while further refining our peer group to more closely reflect companies we consider competitors for executive talent. (S&P Global provides credit ratings, data analytics and workflow solutions, similar to our business offerings. Intercontinental Exchange has a mortgage technology business that serves the residential mortgage loan market by providing data and analytics to lenders.)
The Committee utilized this updated peer group in February 2023 when setting NEO pay levels under the 2023 compensation program.
The companies comprising our 2023 compensation peer group were as follows:
| Paychex, Inc. | ||
| Broadridge Financial Solutions, Inc. | ||
| Global Payments, Inc. | ||
| Fidelity National Information Services | Intercontinental Exchange, Inc. | TransUnion |
| Fair Isaac Corporation (FICO) | Intuit Inc. | Verisk Analytics, Inc. |
| Fiserv, Inc. | Moody’s Corporation |
These companies were chosen for2024 Peer Group
Although the Company'sCommittee reviews the compensation peer group because they are similarly-sized companies providing data and analytics-based business solutions through technology and are representative ofannually, the labor market in which we compete for executive talent. The revenues ofCommittee does not intend to change the companies in this peer group generally range from 1/3x to 3x the Company's revenue.
In September 2020, followingannually. Following annual review and based on the recommendations of its independent compensation consultant,in May 2023, the Committee revised itsdetermined to retain the same 15-company peer group described above 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 businesspurposes of reasonably similar scale and complexity.setting 2024 compensation levels.
Peer Group for Performance Shares
The 2020 peer group described above was deemed appropriate for compensation purposes, butalthough the stock performance of those companies does not necessarily adjust based on the same economic factors as ours. Moreover, investors evaluating companies with the largest market capitalizations are likely to compare Equifax to other companies in the S&P 500 Index (of which we are a member). For that reason, the Compensation Committee believes that a broader peer group is more appropriate for evaluating TSR performance for performance shares issued under our LTI program. Therefore, the Committee uses the companies in the S&P 500 Index (of which we are a member) as the comparative group for that purpose.
Use of “Tally Sheets”
On a regular basis, the Compensation Committee reviews “tally sheets” relating to compensation of the NEOs. The tally sheets quantify the total compensation package, the impact of stock price change on the value of existing long-term incentives, the wealth created from prior equity grants and amounts payable upon hypothetical employment change events. The summaries allow the Committee to assess the cumulative impact of its past compensation decisions and to evaluate retention risk. Tally sheet review in 20202023 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).amounts. 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 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.market. Overall compensation opportunities reflect our executives’ positions, responsibilities, performance and tenure. In the case of our CEO, the terms of his employment agreement are also relevant.
At our 20192022 Annual Meeting, approximately 86%95% of the votes cast approved our executive compensation program. During our subsequent off-season engagement (September 2019(October 2022 to February 2020)2023), shareholders representing approximately 60%68% of
our outstanding shares described their priorities and provided constructive feedback to our management team regarding our executive compensation program. Our
During these discussions, our shareholders expressed support for our core compensation program, including the use of performance-based equity award structures to drive alignment of the interests of our executives and shareholders. Another common theme we heard was that most investors do not favor one-time awards, such as the 2022 performance-oriented equity award to our CEO.
| Equifax Inc. | 2024 Proxy Statement | 57 |
In February 2020, in response to shareholder feedbackdesigning the 2023 compensation structures and the Committee’s review of our executive compensation program,target pay levels, the Committee sought to ensure that the 2020 compensation program reflected keyour strategic business priorities, and the Company-wide focus on data security,including our responsible business priorities, while also ensuring that the Company could attract and retain talented employees in order to create value for shareholders and provide appropriate incentives for executives managing those data security efforts. Among other things,
Following the result of our 2023 Say-on-Pay vote, the Committee retainedconducted a cybersecurity performance measurethoughtful review of our compensation program and took responsive action, taking into account feedback and concerns raised by shareholders, as a metric underdetailed in the 2020 AIP. For the 2020 LTI program,section titled “Shareholder Engagement on Executive Compensation” on pages 52-53. While our Say-on-Pay proposal did not receive majority support in 2023, the Committee significantly reduced target values for the long-term incentives as compareddetermined that implementing structural changes to the enhanced LTI opportunities providedcompensation program was unnecessary given shareholders expressed support for our core compensation program during engagement conversations conducted following the meeting. This support validated the enhancements that we made to our executive compensation program in 2019 and revertedprior years in response to the general structure of the 2018 LTI program while retaining premium-priced options in lieu of traditional market-priced stock options. shareholder feedback.
The 20202023 compensation program is described in detail below.
2020
Summary
Annual cash incentive awards are designed to reward the achievement of near-term business goals.goals in alignment with our strategic business priorities. Moreover, these awards are structured to ensure that payouts are aligned to performance and shareholder experience. In addition to financial metrics, annual incentive awards are based on an assessment of individual contributions toward the achievement of business and strategic goals. 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 in prior years, economic and industry conditions, industry sector performance and the views of our shareholders.
The 20202023 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) and Corporate Adjusted EPS (used to measure profitability). We refer to this as the Corporate Plan. The financial goals for business unit leaders were focused primarily on relevant business unit revenue and operating income performance (used to measure business unit growth and profitability), as well as Corporate Adjusted EPS (to emphasize profitability of the Company as a whole). We refer to these as Business Unit Plans.
InWhen setting the second quarterrange of 2020, following considerationperformance goals for the Corporate Plan and the Business Unit Plans at the outset of the challenges raised byfiscal year, the COVID-19 pandemicCompensation Committee considers our financial results from the prior year and potential impact onour annual operating budget for 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.coming year. The Committee otherwise determined thatalso considers the targets set athistory of goal attainment in prior years, economic and industry conditions, industry sector performance and the beginningviews of 2020 remained appropriate despite being set prior to knowing the full impact of the pandemic.our shareholders.
The Compensation Committee established corporate-level financial goals required to earn a cash incentive award for 20202023 in a manner that was designed, within reasonable limits, to encourage achievement that exceeds target goals and penalizepenalizes 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-short-and long-term objectives.
The 2023 threshold, target and long-term objectives. As notedmaximum levels for Corporate Operating Revenue were set at or above our 2020 AIP financial goals2022 levels, and the 2023 targets were established priorset above 2022 actual results. The 2023 threshold, target and maximum levels for Corporate Adjusted EPS targets were set below 2022 levels and below 2022 actual results, due to the global outbreak ofunprecedented declines in the COVID-19 pandemic.
U.S. mortgage market that continued through 2023. In setting the levels for each corporate-level and business unit-level financial goal under the 20202023 AIP, the Compensation Committee considered the Board’s review and approval of(i) our 20202023 operating budget, (ii) our 20202023 financial outlook as of February 2023 (including assumptions related to macroeconomic factors, U.S. mortgage market conditions and business unit growth trends for 2023) and (iii) our EFX2020 strategy,strategic priorities, taking into account the initiatives to be implemented during 2023. Although we achieved record revenue in 2020. In particular,2022, our financial performance fell short of our targets due to the Compensation Committee considered:
The 2020 target levels for Corporate Operating Revenueunprecedented declines in the U.S. mortgage market and Corporate Adjusted EPS were set above 2019 actual results.a softening of the global macroeconomic environment. The Compensation Committee believeswas mindful of these external, macroeconomic factors when setting the 2023 AIP goals. In designing the 2023 compensation structures and target pay levels, are sufficiently challengingthe Committee sought to motivateensure that the compensation program reflected our financial and strategic business priorities, while also ensuring that the Company could attract and retain talented employees in order to create value for shareholders and provide appropriate incentives for executives to achieve performance that supports long-term shareholder value.managing those efforts.
The 20202023 corporate-level financial goals under the AIP were as follows:
| Performance Measure(1) | Weight (%) | Threshold (25% payout) | Target (100% payout) | Maximum (200% payout) | ||||
| Corporate Adjusted EPS | 65 | $5.20 | $5.75 (10.6% above Threshold)(2) | $5.96 (14.6% above Threshold)(3) | ||||
| Corporate Operating Revenue | 15 | $3.465 billion | $3.724 billion (7.5% above Threshold)(2) | $3.855 billion (11.3% above Threshold)(3) |
| Performance Measure(1) | Weight (%)(2) | Threshold (25% payout) | Target (100% payout) | Maximum (200% payout) | ||||
| Corporate Adjusted EPS | 65 | $6.54 | $7.21 (10.2% above Threshold) | $7.49 (14.5% above Threshold) | ||||
| Corporate Operating Revenue | 15 | $5.007 billion | $5.355 billion (7.0% above Threshold) | $5.543 billion (10.7% above Threshold) |
| (1) | Corporate Operating Revenue and Corporate Adjusted EPS, as used for the corporate-level financial goals under the AIP, are non-GAAP measures. Corporate Operating Revenue is Operating Revenue adjusted to be stated in constant dollars at our budgeted | |
| (2) | ||
Payouts for achievement between threshold and target, and between target and maximum, are determined based upon straight line interpolation. Pursuant to the terms of the AIP, awards are subject to the Committee’s authority to reduce awards through the exercise of its negative discretion and an individual award limit of $5 million.
Establishment of Business Unit-Level Financial Goals
The Compensation Committee establishedreviewed and approved a Business Unit Plan for the USIS, Workforce Solutions, Global Consumer Solutions and Internationaleach of our business units. The Compensation Committee established business unit-level financial goals required to earn a cash incentive award for 20202023 in a manner designed, within reasonable limits, to encourage achievement that exceeds target goals and penalizes underachievement. Each Business Unit Plan included a corporate-level financial goal (Corporate Adjusted EPS) at a 30% weighting.
In 2020,2023, Mr. Ploder participated in the Business Unit Plan for the Workforce Solutions business unit and Mr. SinghHorvath participated in the Business Unit Plan for the USIS business unit.
The 20202023 business unit objectives for Messrs. Ploder and SinghHorvath are set forth below. The 20202023 target levels for each of these business unit objectives were set above 20192022 actual results.
| EWS Plan—Performance Measures | Weight (%) | Threshold (25% payout) | Target (100% payout) | Maximum (200% payout) | |||||||||||||||||||
| Workforce Solutions Plan – Performance Measures | Weight (%) | Threshold (25% payout) | Target (100% payout) | Maximum (200% payout) | |||||||||||||||||||
| Corporate Adjusted EPS | 30 | $ | 5.20 | $ | 5.75 | $ | 5.96 | 30 | $6.54 | $ 7.21 (10.2% above Threshold) | $ 7.49 (14.5% above Threshold) | ||||||||||||
| 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 | ||||||||||||||||
| Workforce Solutions Operating Revenue | 30 | $2.315 billion | $2.476 billion (7.0% above Threshold) | $2.563 billion (10.7% above Threshold) | |||||||||||||||||||
| Workforce Solutions Operating Income | 20 | $1.035 billion | $1.116 billion (7.8% above Threshold) | $1.181 billion (14.1% above Threshold) | |||||||||||||||||||
| USIS Plan—Performance Measures | Weight (%) | Threshold (25% payout) | Target (100% payout) | Maximum (200% payout) | |||||||||||||||||||
| USIS Plan – Performance Measures | Weight (%) | Threshold (25% payout) | Target (100% payout) | Maximum (200% payout) | |||||||||||||||||||
| Corporate Adjusted EPS | 30 | $ | 5.20 | $ | 5.75 | $ | 5.96 | 30 | $6.54 | $7.21 (10.2% above Threshold) | $7.49 (14.5% above Threshold) | ||||||||||||
| USIS Operating Revenue | 30 | $ | 1.268 billion | $ | 1.355 billion | $ | 1.403 billion | 30 | $1.593 billion | $1.704 billion (7.0% above Threshold) | $1.763 billion (10.7% above Threshold) | ||||||||||||
| USIS Operating Income | 20 | $ | 468.3 million | $ | 514.5 million | $ | 550.2 million | 20 | $334.5 million | $388.3 million (16.1% above Threshold) | $432.2 million (29.2% above Threshold) | ||||||||||||
| Equifax Inc. | 2024 Proxy Statement | 59 |
EvaluationEstablishment of Individual NEO PerformanceNon-Financial Strategic Goals
Non-financial strategic goals have proven to be an effective tool for motivating our executives to execute on our key strategic initiatives. Through our conversations with shareholders, we understand the importance of clearly linking these non-financial goals to our business strategy and the creation of long-term shareholder value. Individual non-financial objectives for our NEOs 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’sour business plan and overall strategy. Individual AIPThese individual objectives are specific to each NEO but also intended to support our enterprise-wide initiatives. The 20202023 non-financial performance objectives for our NEOs were developed in alignment with our EFX2025 strategic imperatives, as well as our priorities related to responsible business.
Under the 2023 AIP, the Committee set individual non-financial strategic goals for our NEOs in alignment with our strategic and responsible business priorities and tailored to each NEO’s individual role and responsibilities.
These individual non-financial strategic goals are considered management business objectives (MBOs) and evaluated along with an executive’s other MBOs to ultimately determine the 20% portion of that executive’s AIP opportunity based on non-financial individual goals. Consistent with investor feedback, our CEO’s 2023 AIP payout was based entirely on financial performance metrics, although he was still responsible for meeting individual strategic non-financial goals.
Evolution of AIP Goals Related to Responsible Business Priorities
As described above, we have identified a set of responsible business priorities that are aligned with our EFX2025 corporate strategy. By aligning our responsible business practices with our corporate strategy, we remain focused on the areas that are most relevant to our business, which drives the creation of shareholder value while at the same time positioning the Company for long-term sustainability.
Since 2018, our AIP has incorporated non-financial goals that relate to our Equifax responsible business practices. We began by adding a cybersecurity performance measure as an AIP metric in 2018, in order to promote a Company-wide focus on data security and reinforce our overall security program goals. Today, Equifax employees who participate in the AIP have a mandatory security-focused performance goal as part of their individual objectives, which is designed to support the highest level of performance under our global cybersecurity awareness program. Employees are required to identify one or more predetermined security goals, established by the Security Department, that are most appropriate to their role and scope of responsibility.
Over the past five years, we have continued to monitor the evolution of non-financial strategic goals in compensation programs. In response to this evolution and shareholder feedback, we expanded our use of non-financial goals in the AIP to include other responsible business practices. Under the 2023 AIP, in support of our NEOs, which were established inenterprise-wide responsible business priorities, the first quarterCommittee continued the use of 2020, are set forth on pages 46-48 and reflect our focus on the following:these non-financial strategic goals as follows:
| • | ||
| • | All other employees in senior leadership roles had individual goals related to workforce diversity and security, | |
| • |
In the second quarterEvaluation 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 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.Individual NEO Performance
Following the end of each year, the CEO evaluates the performance of the other NEOs, taking into account performance for the just-completed year versus predefined commitments for such year, as well as any unforeseen financial, operational and strategic issues and any other relevant information. These performance evaluations are subject to the review of the Compensation Committee, which also evaluates the performance of the CEO in a similar manner, with input from the full Board.Committee. For 2020,2023, the plan structure set individual performance rating categories and award opportunities for NEOs at needs improvement (no individual performance award), achieves expectations (award at 100% of Target), exceeds expectations (award at 150% of Target) and distinguished (award at 200% of Target).
Cybersecurity Performance Measure
The Compensation Committee evaluates the performance of the CEO in a similar manner, with input from the full Board. In 2020,connection with the amendment of our CEO’s employment agreement in February 2021, the Compensation Committee retained a cybersecurity performance measure as one of the metrics under the AIP.determined that Mr. Begor’s 2023 AIP award would be determined based exclusively on achievement measured against Company financial goals (rather than 80% financial goals and 20% individual objectives). The Committee believes that a cybersecurityset non-financial performance measure that impacts compensation supports the Company’s goal of leading our industry in data security. Performance relatingobjectives for Mr. Begor for 2023, including goals related to the cybersecurity metric couldsecurity, financial inclusion, consumer impact, workforce diversity, environment and governance; however, Mr. Begor’s performance against those objectives did 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.impact his 2023 incentive payout.
The Compensation Committee, in consultation with the Technology Committee, established this objective cybersecurity performance measure to assess the Company’s progress in improving its security program. The Company’s security program is measured against goals established with respect to the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework, which is a voluntary framework consisting of standards, guidelines and best practices to manage cybersecurity-related risk. The NIST framework guides organizations in managing and reducing their cybersecurity risks across five identified functions of a holistic cybersecurity program: identify, protect, detect, respond and recover.
The Compensation Committee, based on the recommendation of the Technology Committee, established a threshold and target level of achievement for the 2020 AIP cybersecurity performance measure based on the NIST framework. These levels measure the progress the Company has made in enhancing its cybersecurity program. The target level is intended to be challenging yet reasonably achievable. A third-party consulting firm assisted the Technology Committee in measuring the Company’s progress for 2020 for purposes of evaluating the effectiveness of the Company’s overall security program.
For 2020, the Company’s performance for the cybersecurity measure was above target. As a result, the AIP amounts otherwise payable to the NEOs were not reduced.
Summary of 20202023 Annual Cash Incentive Awards
In February 2021,2024, the Compensation Committee reviewed each NEO’s performance against the pre-established 20202023 performance goals as approved by the Committee. Awards could range from 0% of the executive’s award goal (for performance below the threshold level) to 200% of the individual’s award target (for performance at or above the maximum level). The award paid to our CEO under the 2023 AIP was based exclusively on achievement measured against specified financial goals. Awards paid to our other NEOs under the 20202023 AIP were determined based uponon achievement measured against specified financial goals (80% weighting) and individual objectivesnon-financial MBOs (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 20202023 awards earned by the NEOs, are set forth in the table below. A detailed description of how each NEO’s 20202023 incentive award was achieved follows the table.
| 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 ($) | |||||||
| M. Begor | 1,557,692 | 100 | 1,557,692 | 3,115,385 | 200 | 200 | 3,115,385 | |||||||
| J. Gamble | 711,424 | 85 | 604,710 | 1,209,421 | 170 | 200 | 1,209,421 | |||||||
| R. Ploder | 597,116 | 80 | 477,692 | 955,385 | 160 | 200 | 955,385 | |||||||
| B. Koehler | 675,481 | 75 | 506,611 | 1,013,221 | 150 | 200 | 1,013,221 | |||||||
| S. Singh | 592,308 | 80 | 473,846 | 947,693 | 157 | 196 | 930,418 |
Although we achieved record revenue in 2023, our financial performance fell short of our targets due to one of the most challenging U.S. mortgage markets in the past 20 years, with U.S. mortgage originations down 34% and Equifax mortgage revenue down 17% as compared to 2022. As a result, payouts under the 2023 AIP were below target.
| Named Executive Officer | Base Salary ($) | Target Incentive (as Percentage of Salary) (%) | Target Incentive ($) | Maximum Incentive ($)(1) | Earned 2023 Incentive as Percentage of Target (%) | 2023 Incentive Payout ($) | ||||||
| M. Begor | 1,500,000 | 120 | 1,800,000 | 3,600,000 | 52.5 | 944,110 | ||||||
| J. Gamble | 794,231 | 100 | 794,231 | 1,588,462 | 82.0 | 650,955 | ||||||
| T. Horvath(2) | 495,865 | 100 | 675,000 | 1,350,000 | 112.4 | 758,721 | ||||||
| R. Ploder | 744,231 | 100 | 744,231 | 1,488,462 | 51.9 | 386,217 | ||||||
| B. Koehler | 719,808 | 100 | 719,808 | 1,439,616 | 72.0 | 517,977 |
| (1) | ||
| The maximum incentive for each is 200% of Target. | ||
| (2) | Mr. Horvath’s $675,000 base salary was prorated for 2023, reflecting his appointment as EVP, President, USIS on March 31, 2023; however, his annual incentive opportunity was calculated based upon his full year base salary. |
| Equifax Inc. | 2024 Proxy Statement | 61 |
Mark Begor
I| Chief Executive Officer
 | Objectives | Target Level | Actual Results | Actual Payout as a % of Target | 2023 Incentive Payout | |||||
| Corporate Adjusted EPS | $7.210 | $6.743 | 48 | $697,962 | ||||||
| Corporate Operating Revenue | $5.355 billion | $5.230 billion | 73 | $246,148 | ||||||
| Individual Objectives(1) | n/a | Distinguished | n/a | n/a | ||||||
| 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 | ||||||||||
| (1) | In connection with the amendment of our CEO’s employment agreement in February 2021, the Compensation Committee determined that Mr. Begor’s 2023 AIP award payout would be determined based exclusively on achievement measured against Company financial goals (previously 80% financial goals and 20% individual objectives). As a result, Mr. Begor’s AIP payout was based upon our Corporate Adjusted EPS (81.25% weighting) and Corporate Operating Revenue (18.75% weighting). The Committee set non-financial performance objectives for Mr. Begor for 2023, including goals related to security, financial inclusion, consumer impact, workforce diversity, environment and governance; however, Mr. Begor’s performance against those objectives did not impact his 2023 incentive payout. |
Mr. Begor achieved a rating of “Distinguished” based on his achievements on objectives for 2020.2023. These achievements included:
| • | ||
| • | Delivered more than 100 new product innovations for the fourth consecutive year, resulting in a Vitality Index of 14%, which is above 2022 levels and well above our 10% long-term vitality target for new products. | |
| • | Reached a milestone of 70% of revenue derived from products delivered from an application running in | |
| • | ||
| • | Completed strategic, | |
| • | ||
| • | ||
John Gamble
I Corporate| Executive Vice President, and Chief Financial Officer
 | Objectives | Target Level | Actual Results | Actual Payout as a % of Target | 2023 Incentive Payout | |||||
| Corporate Adjusted EPS | $7.210 | $6.743 | 48 | $246,375 | ||||||
| Corporate Operating Revenue | $5.355 billion | $5.230 billion | 73 | $86,888 | ||||||
| Individual Objectives | $158,846 | Distinguished | 200 | $317,692 | ||||||
| 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 2020.2023. These achievements included:
| • | ||
| • | Executed on cost reduction actions of $210 million, successfully balancing market realities, our | |
| • | Led efforts within the finance organization to support our acquisitions in | |
| • | Oversaw a successful $700 million public debt offering to refinance debt maturity and partially finance our acquisition of Boa Vista Serviços. | |
| • | Supported our net-zero 2040 commitment by leading efforts to obtain SBTi approval of our | |
| • | ||
| new mentoring program. |
Rudy Ploder
 | Objectives | Target Level | Actual Results | Actual Payout as a % of Target | 2023 Incentive Payout | |||||
| Corporate Adjusted EPS | $7.210 | $6.743 | 48 | $96,641 | ||||||
| USIS Operating Revenue | $1.704 billion | $1.720 billion | 128 | $259,195 | ||||||
| USIS Operating Income | $388.3 million | $387.2 million | 98 | $132,885 | ||||||
| Individual Objectives | $135,000 | Distinguished | 200 | $270,000 | ||||||
| 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. PloderHorvath achieved a rating of “Distinguished” based on his achievements on objectives for 2020.2023. These achievements for USIS included:
| • | ||
| • | ||
| • | ||
| • | ||
 | Objectives | Target Level | Actual Results | Actual Payout as a % of Target | 2023 Incentive Payout | |||||
| Corporate Adjusted EPS | $7.210 | $6.743 | 48 | $106,553 | ||||||
| Workforce Solutions Operating Revenue | $2.476 billion | $2.316 billion | 25 | $56,395 | ||||||
| Workforce Solutions Operating Income | $1.116 billion | $1.005 billion | 0 | $0 | ||||||
| Individual Objectives | $148,846 | Exceeds Expectations | 150 | $223,269 | ||||||
Mr. Ploder achieved a rating of “Exceeds Expectations” based on his achievements for 2023. These achievements for Workforce Solutions included:
| • | Led the Workforce Solutions business unit to deliver revenue of $2.3 billion, with 10% organic non-mortgage revenue growth. |
| • | Led the Company with the highest level of new product innovations, attaining a Vitality Index of more than 20%. |
| • | Continued to drive growth in The Work Number database, increasing active records by 11% over 2022, to 168 million. |
| • | Led continued growth in the government vertical, including an agreement to provide income verifications to the U.S. Centers for Medicare and Medicaid Services as part of a contract valued at up to $1.2 billion over the next five years. |
| • | Developed and retained a high-performing and diverse team despite a highly-competitive labor market. |
 | Objectives | Target Level | Actual Results | Actual Payout as a % of Target | 2023 Incentive Payout | |||||
| Corporate Adjusted EPS | $7.210 | $6.743 | 48 | $223,288 | ||||||
| Corporate Operating Revenue | $5.355 billion | $5.230 billion | 73 | $78,746 | ||||||
| Individual Objectives | $143,962 | Exceeds Expectations | 150 | $215,942 | ||||||
| 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”“Exceeds Expectations” based on his achievements on objectives for 2020.2023. These achievements included:
| • | ||
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:
| • | Leveraged our Equifax Cloud capabilities to accelerate new product innovation, delivering over 100 new products and raising our Vitality Index to a record 14%, up from 13% in 2022. |
| • | Led our data & analytics team to accelerate the development of advanced models that leverage our EFX.AI capabilities, with 70% of our new models built using artificial intelligence and machine learning tools, up from 60% in 2022. |
| • | Led technology team efforts to establish our new product engineering centers in India, converting approximately 1,000 contractors to full-time employees to leverage the best global talent at a lower structural cost. |
| • | Supported our net-zero 2040 commitment by leading efforts to decommission 11 additional data centers, which decreases our scope 1 and 2 GHG emissions. |
2020
Overview
Overview
The Committee considers individual performance and the prior year’s awards in granting long-term incentives. The value of equity grants increases with the level of position, and for theFor our CEO and other NEOs, LTI is the largest element of their total compensation package. In determining the value of long-term incentive awards to executive officers other than the CEO, the Committee considers numerous factors including the benchmarking data described above,on pages 56-57, individual performance, internal equity, importance of role and share run rate (a measure of actual equity-grant activity in relation to the total number of shares outstanding at the Company).
In February 2020, based on our then-current progress toward successful execution on our EFX2020 performance goals,2023, 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 20202023 Annual LTI award mix that includes TSRstructure for our NEOs other than the CEO consisting of performance shares (weighted 50%), premium-pricedmarket-priced stock options with a ten-year term (weighted 25%) and time-based RSUs (weighted 25%). The 2023 Annual LTI award mix for our CEO is set forth in his employment agreement and consists of performance shares (weighted 60%), premium-priced stock options (weighted 20%) and time-based RSUs (weighted 20%).
The components of2023 Annual LTI framework for our NEOs (including our CEO) remained consistent with the 2020 LTIP are:2022 LTI award mix.
| 2023 Annual LTI Structure | |||
 | ■ | TSR performance |  |
| Adjusted EBITDA performance shares:value based on our Adjusted EBITDA performance during a three-year period | |||
| ■ | Premium-priced stock | ||
| Market-priced stock options:granted to our other NEOs, vest ratably over three years and have an exercise price set at the market value of our stock on the grant date | |||
| ■ | Time-based |
Following the global outbreakA detailed description of the COVID-19 pandemic in March 2020, the Committee regularly evaluated the potential impactseach element 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 theour 2023 Annual LTI program were necessary, as the current program appropriately aligns pay and performance.follows.
20202023 LTIP Elements
Performance shares are granted based on two different metrics: TSR and Adjusted EBITDA.
TSR Performance Shares
ThisThe TSR performance metric alignsshares align with shareholder interests, as higher cumulativerelative TSR results in higher returns for shareholders. Performanceshareholders compared to other investment options. TSR performance shares are earned, if at all, based on the percentile ranking of the Company’s cumulative TSR compared to the TSR of the companies in the S&P 500 Index (as constituted on the initial grant date, subject to certain adjustments) after a three-year performance period.
As described on page 57, our compensation peer group is composed of companies with which we compete for business and talent. While the Committee recognizes this as a valuable peer group for evaluating compensation, the stock performance of the companies in our compensation peer group does not necessarily adjust based on the same economic factors as ours. Moreover, investors evaluating companies with the largest market capitalizations are likely to compare Equifax to other companies in the S&P 500 Index (of which we are a member). For this reason, the Committee believes that the broader peer group of the S&P 500 Index is more appropriate for evaluating our relative TSR performance for purposes of performance shares accrue dividend equivalent units, which are payable only with regard to earned shares that are delivered upon settlement.issued under our LTI plan.
| Equifax Inc. | 2024 Proxy Statement | 65 |
Payouts in February 20232026 (if any) for the TSR performance shares awarded on February 21, 202010, 2023 will be based on the following scale, with straight-line interpolation between the threshold and maximum levels:
TSR PERFORMANCE SHARES: PERFORMANCE/PAYOUT SCALE
| Company TSR Percentile | ||
| Performance Share Payout as a % of Target | ||
| 200% | ||
| 50th | 100% | |
| 50% | ||
| Below | 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.volatility.
If our team does not deliver threshold performance,cumulative TSR that ranks at or above the 25th percentile, the value of the TSR performance shares will be $0. In addition, in the event our cumulative TSR is negative over the three-year performance period, the payout is capped at 100% of the target shares, irrespective of our TSR percentile rank versus peers.the S&P 500.
Premium-PricedTSR performance share awards accrue dividend equivalents on earned shares and require the recipient to hold the shares for a period of 12 months following vesting.
Adjusted EBITDA Performance Shares
Adjusted EBITDA performance shares tie our executive compensation payouts to a key internal operational performance metric that measures management’s ability to drive profitable growth.
Adjusted EBITDA performance shares granted in 2023 are earned, if at all, based on our Adjusted EBITDA for each of the three years of the performance period. In February 2023, the Committee set the threshold, target and maximum Adjusted EBITDA levels for 2023, and threshold, target and maximum Adjusted EBITDA growth rate goals for each of 2024 and 2025. The number of Adjusted EBITDA performance shares payable is the target award multiplied by a percentage (from 0% to 200%), calculated by taking an average of the payout percentages achieved for each of the three years of the performance period.
Adjusted EBITDA performance share awards accrue dividend equivalents on earned shares and require the recipient to hold the shares for a period of 12 months following vesting.
Market-Priced Stock Options
The use of premium-pricedCompensation Committee believes that market-priced stock options tightensprovide a strong incentive for the link between our long-term incentive compensation and creation of long-term shareholder value, by ensuring that executives receive gainsbecause stock options may be exercised for a profit only to the extent our stock price appreciates 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.grant date. If our team isNEOs are not able to drive share price returns in excess of the exercise price before the expiration date, the realized value of thesetheir 2023 stock options will be $0.
The exercise price of stock options granted in 2023 for our NEOs other than the CEO were set at the market value of our stock on the grant date. The market-priced stock options granted on February 10, 2023 vest in equal installments on the first, second and third anniversaries of the grant date, assuming continued employment with the Company, and have a ten-year term.
Premium-Priced Stock Options
Premium-priced stock options granted to our CEO tighten the link between our long-term incentive compensation and the creation of shareholder value by ensuring that our CEO receives gains only after a premium return is delivered to investors.
The exercise prices of stock options granted in 20202023 for our CEO were set above the fair market value of our stock in two equally weighted tranches, with exercise prices of 110% and 120% of the fair market value of our stock.stock on the grant date. The premium-priced stock options vest one-thirdgranted on each one-year anniversary of the grant date,February 10, 2023 cliff-vest on February 10, 2026, assuming continued employment with the Company. The term of the premium-priced stock options is six years from the grant date.Company, and have an eight-year term.
| Equifax Inc. | 2024 Proxy Statement | 66 |
RSUs
We use RSUs to encourage retention of our employees over the long-term and simultaneously inspire our team to focus on corporate performance. The RSUs issued to our NEOs on February 10, 2023 vest on the third anniversary of the grant date. RSUs accrue dividend equivalent units. The value of RSUs varies directly with the market price of our common stock, which creates an added incentive to make decisions that will build shareholder value over the long term. RSUs accrue dividend equivalent units on earned shares.
Determination of 20202023 Annual LTI Grant Values
The Compensation Committee determined 2020the 2023 long-term incentive grant valuesawards by establishing a dollar value for each NEO and then converting this dollar value to a number of performance shares, RSUs and premium-priced stock options based on the grant date fair value(either market or premium-priced) and RSUs. The number of the award on the relevant grant date. The grant date fair value ofTSR performance shares is based oncalculated using the Monte Carlo equity valuation model, then applying an illiquidity discount to reflect the 12-month post-vesting holding period. The number of Adjusted EBITDA performance shares is calculated by taking the target grant value divided by the closing price of our common stock on the grant date, then applying an illiquidity discount to reflect the 12-month post-vesting holding period. The number of premium-priced stock options is calculated using a Monte Carlo model. The number of market-priced stock options is calculated based on a binomial valuation model. The number of RSUs is calculated by taking the target grant value divided by the closing price of our common stock on the grant date.
The following table details the target grant value used by the Compensation Committee to determine the number of performance shares, RSUsstock options and premium-priced stock optionsRSUs granted to each NEO in 2020.2023. Actual grant date values, computed in accordance with applicable accounting standards, are disclosed in the “20202023 Grants of Plan-Based Awards” table on page 60.79. The actual value of equity awards that may be realized by the NEOs will depend on their continued service, our Adjusted EBITDA growth and our future stock price performance.
TARGET GRANT VALUE FOR 20202023 ANNUAL LTI AWARDS
In February 2020, based on our then-current progress toward successful execution on our EFX2020 performance goals, theThe Committee significantly reduced target values for the long-term incentives as compared to the enhancedapproved a 2023 Annual LTI opportunities provided in 2019. As compared to 2019, the target 2020 LTI opportunities represented a 26% decreaseaward mix 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%30%), Adjusted EBITDA performance shares (weighted 30%), premium-priced stock options (weighted 20%) and time-based RSUs (weighted 20%). The Committee approved a 2023 Annual LTI award mix for our NEOs other than the CEO that included TSR performance shares (weighted 25%), Adjusted EBITDA performance shares (weighted 25%), market-priced stock options with a ten-year term (weighted 25%) and time-based RSUs (weighted 25%) 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 |
| Name(1) | Target Grant Value ($) | Target Number of Performance Shares (TSR) Granted(2) | Target Number of Performance Shares (Adj. EBITDA) Granted(3) | Number of Stock Options Granted(4) | Number of RSUs Granted(5) | |||||
| M. Begor | 10,100,000 | 12,524 | 16,740 | 34,926 | 9,799 | |||||
| J. Gamble | 4,000,000 | 4,134 | 5,525 | 15,465 | 4,851 | |||||
| T. Horvath | 3,400,000 | 3,527 | 4,714 | 13,196 | 4,139 | |||||
| R. Ploder | 3,500,000 | 3,617 | 4,835 | 13,530 | 4,245 | |||||
| B. Koehler | 3,300,000 | 3,410 | 4,558 | 12,761 | 4,002 |
| (1) | The |
| (2) | The number of TSR performance shares granted is calculated based on the Monte Carlo equity valuation model, then applying an illiquidity discount to reflect the 12-month post-vesting holding period. |
| (3) | The number of Adjusted EBITDA performance shares granted is calculated by taking the target grant value divided by the closing price of our common stock on the grant date, then applying an illiquidity discount to reflect the 12-month post-vesting holding period. |
| (4) | Premium-priced stock options were granted to our CEO in 2023 and market-priced stock options were granted to our other NEOs. The premium-priced stock options were granted in two equally-weighted tranches, with exercise prices of 110% and 120% of the grant date closing stock price. The number of premium-priced stock options was calculated using a Monte Carlo model. The number of market-priced stock options was calculated based on a binomial valuation model. |
| (5) | The number of RSUs was calculated by taking the target grant value divided by the closing price of our common stock on the grant date. |
| Equifax Inc. | 2024 Proxy Statement | 67 |
2018-20202023 Horvath New Hire Award
In connection with his hiring as Executive Vice President, President, USIS, and to compensate him for foregoing pay previously earned at his prior employer, in addition to the 2023 annual LTI award, on May 1, 2023, Mr. Horvath received a new hire “make whole” grant of RSUs and TSR performance shares with an aggregate grant date fair value of $4 million. Mr. Horvath’s new hire RSU award (comprising $2 million in value) vests in three equal increments beginning on the first anniversary of the grant date. His new hire TSR performance share award (comprising $2 million in value) vests at the end of a three-year performance period. As described above under “2023 LTIP Elements,” RSU and TSR performance share awards accrue dividend equivalents on earned shares; TSR performance shares require the recipient to hold the shares for a period of 12 months following vesting.
2021-2024 Performance Share Awards
In February 2021,2024, the Compensation Committee approved the vesting and payment of the FY2018-FY2020TSR performance shares granted in February 2021 at 164.1%103.3% of theirthe target award level. The Committee’s determination was based on the Company’s achievement of total shareholder return relative to companies in the S&P 500 Index (as constituted on the initial grant date, subject to certain adjustments) over the three-year performance period ended December 31, 2020.2023. The number of performance shares payable was the target award multiplied by a percentage (from 0% to 200%) that was calculated by taking the average of the payout percentages achieved through each of the last four quarters of the performance period, based upon
the Company’s cumulative TSR percentile ranking through the end of each such quarter, as shown in the “Outstanding Equity Awards at 2020 Fiscal Year-End” table on pages 62-64. The FY2018-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.below:
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.
| Period from January 1, 2021 through the end of: | ||||||||||
| Q1 2023 | Q2 2023 | Q3 2023 | Q4 2023 | Average | ||||||
| Equifax TSR | 6.9% | 24.3% | -3.1% | 31.1% | ||||||
| Equifax Percentile vs. S&P 500 | 42nd | 58th | 34th | 58th | ||||||
| Payout | 83.8% | 131.5% | 67.6% | 130.4% | 103.3% | |||||
As described under “Shareholder Engagement on Executive Compensation” on pages 52-53, our Compensation and Governance Committees met jointly on several occasions in 2023 and carefully reviewed the shareholder feedback received from our multiple rounds of extensive engagement following the 2023 Annual Meeting, including discussions regarding the low Say-on-Pay vote at the 2023 Annual Meeting. While our 2023 Say-on-Pay proposal did not receive majority support, feedback from our conversations with shareholders indicated a strong support for the structure and design of our core compensation program. As a result, the Compensation Committee concluded that a change to our core compensation program would not be responsive to shareholder feedback.
Instead, a common theme we heard was that most investors do not favor one-time awards, such as the 2022 performance-oriented equity award to our CEO. In response to this feedback, the Compensation Committee made a commitment that it does not intend to grant any future one-time awards to our CEO or other NEOs (beyond the awards granted in the process of hiring new employees) absent extraordinary circumstances.
In February 2024, after conducting a thoughtful review and considering shareholder feedback as described above, the Committee determined the key elements of our 2024 executive compensation program. Based on the high level of shareholder support for our core compensation program, the Committee determined that no changes to the structure of the compensation program were necessary in 2024 compared to 2023.
The Compensation Committee will continue to monitor our executive compensation program to ensure that it is consistent with the Company’s objectives, provides appropriate incentives to management, and remains competitive with other companies in the industries in which we operate and compete for executive talent.
| Equifax Inc. | 2024 Proxy Statement | 69 |
The changes described above result in 80%Compensation Committee believes that a direct link between Company performance and our compensation plans is critical to driving innovation and creating long-term shareholder value. During the last three years, on average, 76% of our CEO’s annual LTI award being subjectcompensation was based on performance-based cash and performance-based equity incentives that are tied directly to substantiveour financial performance, requirements and only 20% being subject to standard time-based vesting. This compares to an equity weightingstock price growth and/or TSR. We believe that linking the significant majority 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 theour 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 priorpay to the 2017 cybersecurity incident. For NEOs other thanperformance of our Company aligns him to the CEO,interests of our shareholders while providing 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 mademotivation to return to a position of market leadership followingdrive the successful execution of our three-year EFX2020 cloud technology, databusiness objectives.
Annual cash incentive awards are designed to reward the achievement of near-term business goals and security transformation strategy.to ensure that payouts are aligned to performance. The annual performance goals for our CEO are based on our Corporate Adjusted EPS (81.25% weighting) and Corporate Operating Revenue (18.75% weighting).
Effective
As demonstrated by these charts, our annual incentive plan has operated as designed to align CEO pay with our financial performance. In 2021, our CEO received an above-target payout due to our strong financial performance. Conversely, although we achieved record revenue in both 2022 and 2023, our financial performance fell short of our targets due to the unprecedented declines in the U.S. mortgage market and a softening of the global macroeconomic environment. As a result, payouts under both the 2022 and 2023 AIP were below target. Target AIP Actual AIP $0 $1,000 $2,000 $3,000 $4,000 2021 AIP 2022 AIP 2023 AIP $ in thousands CEO Annual Incentive: Target vs. Actual(1) (1) For each of 2021-2023, Mr. Begor's AIP payout was based on our Corporate Adjusted EPS (81.25% weighting) and Corporate Operating Revenue (18.75% weighting). $6.00 $7.00 $8.00 $9.00 2021 2022 2023 $7.21 $6.74 Adjusted EPS (target) Adjusted EPS (actual) Adjusted EPS: 2021-2023 $4,000 $5,000 $6,000 2021 2022 2023 $5,355 $5,263 Revenue (target) Revenue (actual)
| Equifax Inc. | 2024 Proxy Statement | 70 |
Long-term incentive awards are designed to reward the achievement of our long-term business goals and to ensure payouts are aligned to financial performance and stock price performance.
The LTI award mix for employees hired on or after January 1,our CEO consists of performance shares (weighted 60%), premium-priced stock options (weighted 20%) and time-based RSUs (weighted 20%). For our CEO’s 2021 annual LTI and the 2022 performance-oriented equity award, the performance shares were tied to relative TSR. For the 2022 annual LTI and the 2023 annual LTI, the performance shares were tied to relative TSR and Adjusted EBITDA (each weighted 50%).
The Compensation Committee amendedbelieves that linking the definitionsignificant majority of retirementour CEO’s pay to the performance of our Company aligns him to the interests of our shareholders while providing the motivation to drive the successful execution of our business objectives.
As demonstrated by these charts, our LTI plan has operated as designed to align CEO pay with our financial performance, stock price performance and relative TSR positioning. The unprecedented declines in the U.S. mortgage market and softening of the global macroeconomic environment that started in 2022 and continued through 2023 negatively impacted our business results and our stock price, and are reflected in the current potential realizable value of our CEO's outstanding LTI awards. The ultimate value earned under each of these long-term awards will be determined by the 2008 Omnibus Incentive PlanCompany's Adjusted EBITDA, stock price and other equity-based plansrelative TSR performance achieved during each award's respective performance period. Target LTI(1) Realizable LTI(2) $0 $10 $20 $30 2023 Annual 2022 Perf-Oriented 2022 Annual 2021 Annual $ in millions CEO Long-Term Incentives: Target vs. Currently Realizable (as of Year-End 2023) LTIP Performance Period 2021 2022 2023 2024 2025 2021 Annual 100% Complete 2022 Annual 67% Complete 2022 Performance-Oriented 43% Complete 2023 Annual 33% Complete Earned Above Target Tracking Below Target Tracking Above Target
| (1) | Target LTI value is determined based on the methodologies described under “Determination of 2023 Annual LTI Grant Values” on page 67. |
| (2) | Currently realizable LTI amount represents: (i) vested equity through December 31, 2023; (ii) the intrinsic value of unvested premium-priced options as of December 31, 2023; (iii) the value of unvested TSR performance shares assuming payout at the relative performance level achieved as of December 29, 2023; and (iv) the value of Adjusted EBITDA performance shares assuming payout based on expected achievement of the performance measure as of December 29, 2023. Currently realizable LTI is based on information as of year-end 2023; however, the actual realizable value of the LTI awards (which are subject to increase or decrease prior to vesting) cannot be determined until the time of vesting, when financial performance and stock price performance are complete. |
| The Equifax stock price was $177.19 on the grant date for the 2021 annual LTI award (Feb. 12, 2021). The stock price increased to $225.00 by the grant date for the 2022 annual LTI award (Feb. 11, 2022). The unprecedented U.S. mortgage market decline began in 2022 and continued throughout 2023. During that period, the Equifax stock price declined to $208.91 on the grant date for the 2022 performance-oriented CEO award (Jul. 29, 2022) and to $206.16 on the grant date for the 2023 annual LTI award (Feb. 10, 2023). | |
| Equifax relative TSR was above target (103.3% payout) for the 3-year period ended Dec. 31, 2023. Equifax relative TSR was tracking at below target (63% payout) for the 2-year period ended Dec. 31, 2023, reflecting U.S. mortgage market decline and stock price decline during the period. Equifax Adjusted EBITDA grew by 1.49% during the 2-year period ended Dec. 31, 2023. |
| Equifax Inc. | 2024 Proxy Statement | 71 |
Our Compensation Committee has designed a compensation program that is intended to increaseensure management’s interests are aligned with those of our shareholders and supports long-term shareholder value creation. Our CEO’s voluntary, irrevocable deferral elections, described in further detail below, complement the service requirement from age 55program design and five years of service, to age 60 and five years of service. The Committee made these changes in orderensure that his economic interests will continue to align with market practice and to increase the retentive valuethose of future equity awards.our shareholders for many years after he departs from Equifax.
CEO Employment Agreement
| • | As a result of his voluntary, irrevocable deferral elections, our CEO will continue to be invested in Equifax for more than ten years following his tenure at the Company | |
| – | Since 2021, our CEO has made proactive irrevocable elections under our deferred compensation program to defer 100% of his long-term incentives granted in the form of RSUs and performance shares (including the July 2022 performance-oriented award) | |
| – | These deferred equity awards had an aggregate value of more than $67 million as of March 1, 2024 (assuming payout at 100% of target for his outstanding awards), are payable only in Equifax common stock if earned and are not payable until after Mr. Begor leaves the Company | |
| – | Deferred awards granted in 2021 begin paying out in equal annual installments over a 10-year period, beginning five years following Mr. Begor’s departure from Equifax | |
| – | Deferred awards granted in 2022-2024 (including the July 2022 award) begin paying out in equal annual installments over a ten-year period, beginning seven months following Mr. Begor’s departure from Equifax | |
| – | These deferral decisions reflect our CEO’s belief in the shareholder value to be delivered by what he and the team have been building at Equifax over the past 5+ years | |
On February 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.
We have a written policy on equity grants designed to formalize our equity grant practices and ensure that equity awards will be made on specified dates. The Compensation Committee reviews and approves annual equity-based awards to senior executives who are direct reports to the CEO or reporting officers under Section 16 of the Exchange Act in the first calendar quarter of each year (around the time of their annual performance reviews). In accordance with our policy and shareholder-approved 2023 Omnibus Incentive Plan (which replaced our 2008 Omnibus Incentive Plan effective May 4, 2023), the Committee has delegated specific authority to the CEO to approve grants (within specified limits) to non-executive officers and other eligible employees. We may make equity awards at other times during the year for new hires or for other reasons, such as a job promotion or as a result of an acquisition. The Compensation Committee reviews equity grants made pursuant to the CEO’s delegated authority, if any, on a quarterly basis.
We generally schedule Board and Committee meetings at least a year in advance and, as noted above, make annual
equity awards to our NEOs at around the same time every year.
Our NEOs receive retirement, deferred compensation and other benefits that are designed to be part of a competitive package to attract and retain executive talent. We maintain the following retirement, deferred compensation and other benefit plans, in which all or some of our NEOs participate:
401(k) Plan
The 401(k) Plan is a tax-qualified defined contribution plan that permits eligible employees (including NEOs) to defer a portion of their compensation and receive Company matching contributions.
Supplemental Retirement Plan
The Supplemental Retirement Plan for Executives of Equifax Inc. (the “SERP”) covers certain of our NEOs (Messrs. Gamble and Ploder) as well as certain senior executive officers designated by the Compensation Committee. The SERP provides monthly supplemental retirement benefits after retirement. The SERP was closed to new participants after January 1, 2016.
Supplemental Contribution Program
In 2016, we amended the Executive Deferred Compensation Plan to establish a supplemental retirement contributionscontribution program (the “Supplemental Contribution Program”) for senior executive officers designated by the Compensation Committee.Committee who are
| Equifax Inc. | 2024 Proxy Statement | 72 |
not eligible to participate in the SERP. The Supplemental Contribution Program provides for an annual contribution equal to 10% of the sum of the eligible executive’s base salary paid and cash incentive earned for the year. Messrs. Begor, KoehlerHorvath and SinghKoehler participate in the Supplemental Contribution Program. Messrs. Gamble and Ploder participate in the SERP and are not eligible to participate in the Supplemental Contribution Program.
Deferred Compensation Plans
The NEOs and other executives are eligible to participate in the Company’s non-qualified deferred compensation plans. These plans allow participants to elect to defer cash compensation and receipt of shares of Company stock on vesting of RSU and performance share awards. Deferred amounts are payable upon the executive’s retirement or other termination of employment. See pages 86-87 for more information on our deferred compensation plans.
Since 2021, our CEO has made proactive, irrevocable elections under our deferred compensation program to defer 100% of his long-term incentives granted in the form of RSUs and performance shares. As a result of his voluntary, irrevocable deferral elections, our CEO will continue to be invested in Equifax for more than ten years following his tenure at the Company. See page 72 for more information.
Other Benefits
We provide our NEOs with benefits generally available to our U.S. employees, including participation in our employee stock purchase program and medical, dental, vision, life insurance and disability insurance benefits.
We offer limited perquisites to our executive officers. Perquisites for our executives have the following objectives:
| • | maximizing the value of Company-provided compensation through provision of a financial planning and tax services allowance in an annual |
| • | supporting executives’ continued health and ability to render services to the Company through an annual physical program; |
| • | |
| • | providing monthly relocation living allowances under certain circumstances, as approved by the Compensation Committee. |
The NEOs are eligible to receive financial planning and tax services in an annual amount of up to $50,000 for the CEO and $10,000 for other NEOs ($12,500 in their first year for newly-hired and newly-promoted executives) and comprehensive medical examinations. The attributed costs of perquisites are included in the “All“All Other Compensation”Compensation” column of the Summary Compensation Table on page 5877 and Note 87 thereto. We do not provide tax reimbursement on the value of the applicable perquisite other than certain relocation and foreign tax expenses.
On February 4, 2021, the Company entered into a letter agreement (the “Letter Agreement”) with our CEO which amends certain terms of the employment agreement between the Company and Mr. Begor dated March 27, 2018 (the “Original Employment Agreement” and, as amended by the Letter Agreement, the “Employment Agreement”). The LetterEmployment Agreement provides for a five-year term of employment, ending on December 31, 2025. This change in conjunction with those described below is intended to ensure Mr. Begor’s continued leadership and to further align realized pay with long-term shareholder value and the continued success of our business strategy. Since joining Equifax as CEO in 2018, Mr. Begor led the effort to regain the confidence of customers and consumers following the 2017 cybersecurity incident and drove a $1.5 billion cloud data and technology transformation across the global enterprise. This cloud data and technology transformation has repositioned Equifax as a global data, analytics and technology leader with industry-leading security. The Board believes that Mr. Begor’s strategic, visionary and innovative leadership and in-depth knowledge of our business make him uniquely qualified to continue to lead the Company and execute our strategy for shareholder value creation.
Under the Employment Agreement, Mr. Begor’s annual base salary is $1.5 million, subject to increase, but not decrease, by the Board or the Compensation Committee. The Letter Agreement increases Mr. Begor’s target annual cash incentive award opportunity from 100% tois 120% of his annual base salary commencing in 2021. The Letter Agreement also specifies that, commencing in 2021, Mr. Begor’s annual cash incentive award will beand is determined exclusively based upon achievement measured against specified Company financial goals, rather than 80% Company financial goals and 20% individual objectives.goals.
Mr. Begor’s 2020 long-term incentive award minimum target grant date value was increased to $8.1 million by the Compensation Committee. Under the terms of the Letter Agreement, commencing in 2021, the minimum target grant value of Mr. Begor’s annual long-term incentive award has been replaced with a fixed target grant value ofis $10.1 million. Commencing in 2021, the
The components of Mr. Begor’s annual long-term incentive award will consist of (i) 60% performance shares, (ii) 20% premium-priced stock options and (iii) 20% time-based RSUs. Each grant of premium-priced stock options will cliff vestvests on the later of (i) December 31, 2025 and (ii) the third anniversary of the date of grant.grant date. The premium-priced stock options granted in 20212022 and 2022 will2024 have a seven-year term and the premium-priced stock options granted in 2023 2024 and 2025 will have a six-yearan eight-year term. Each award of premium-priced options will be split evenly into two equally weightedequally-weighted tranches, based on fair value on the grant date, with exercise prices set at premiums of 110% and 120% to the fair market value of a share of our common stock on the applicable date of grant.grant date.
The changes describedAs a result of the above, result in 80% of Mr. Begor’s annual long-term incentive award beingis subject to substantive performance requirements and only 20% being subject to time-based vesting. This compares to an equal weighting of 50% each under the terms of the Original Employment Agreement. The Letter Agreement includes premium-priced
stock options in place of traditional stock options that were contemplated under the terms of the Original Employment Agreement, which tighten the link between long-term incentive compensation and creation of shareholder value. Mr. Begor’s annual long-term incentive award will beawards are subject to the Company’s enhanced clawback policy whereby the Board may recover incentive compensation awarded to employees in the event of misconduct or failure of oversight that results in significant financial or reputational harm, irrespective of whether there has been a financial restatement.
| Equifax Inc. | 2024 Proxy Statement | 73 |
Mr. Begor participates in the Company’s incentive, savings, retirement and welfare benefit plans and programs made available to senior executives. The Employment Agreement provides for perquisites that include health care and a financial planning allowance. These perquisites serve the important business purposes of ensuring that our CEO is aware of his personal health and receives adequate assistance in managing his personal finances, each of which enables him to focus his time on managing our business.
If Mr. Begor is terminated by the Company without “cause” (other than due to “disability” or death) or resigns for “good reason” (each as defined in the Employment Agreement), he will be entitled to receive, provided he signs a release of claims against the Company and complies with applicable restrictive covenants: (i) a severance payment equal to twice the sum of (x) his annual base salary and (y) his target annual incentive opportunity for the year of termination, (ii) any accrued but unpaid annual incentive plus a pro rata annual incentive for the year of termination, (iii) full acceleration of vesting as of the termination date of his new hire award (subject, in the case of performance-based awards, to certification by the Board of the Company’s performance), (iv) for all other equity awards (except as described below for the long-term incentives awards commencing in 2021)2021 and except for the July 2022 performance-oriented award), continued vesting under the Company’s equity incentive plan until the second anniversary of the termination date (subject, in the case of performance-based awards, to certification by the Board of the Company’s performance), with vested stock options being exercisable until the second anniversary of termination (or, to the extent such options vest within the 90 days before such second anniversary, until such 90 day period after such vesting has elapsed) (but not beyond their original expiration date) and (v)(iv) access to the Company’s health plan for two years or the lesser period permitted by the Company’s general benefits plans and applicable law and monthly payments of or an amount equal to premiums for continuation of healthcare coverage under Section 4980B of the Internal Revenue Code (“Code”) or comparable law (“COBRA”) for 24 months.
If Mr. Begor is terminated by the Company without cause (other than due to disability or death) or resigns for good reason, in each case on or following April 17, 2023, the annual long-term incentive awards granted to Mr. Begor in 2021 through 2025 will continue to vest until the earlier of the applicable vesting date and the second anniversary of the date of his termination of employment, with each such award becoming vested in accordance with the original vesting schedule. Upon the second anniversary of any such termination of employment, each such outstanding award will vest on a pro-rated basis determined based on the portion of the original vesting schedule that has elapsed through such second anniversary (subject, in the case of performance shares, to certification by the Board of the Company’s performance following the end of the applicable performance period). Following any such termination of employment, Mr. Begor will have 36 months to exercise his vested options (or, if earlier, until the applicable expiration date of the option).
If Mr. Begor is terminated by the Company without cause (other than due to disability or death) or resigns for good reason within the period six months prior to and two years after a “change in control” (as defined in the Employment Agreement), he will be entitled to receive, provided he signs a release of claims against the Company and complies with applicable restrictive covenants, (i) a lump sum payment equal to three times the sum of (x) his annual base salary and (y) his target annual incentive opportunity for the year of termination, (ii) any accrued but unpaid annual incentive plus a pro rata annual incentive for the year of termination, (iii) full vesting of any outstanding equity awards (subject, in the case of performance-based awards, to the determination of achievement of the performance measures in accordance with the applicable award agreement and incentive plan) and (iv) access to the Company’s health plan for two years or the lesser period permitted by the Company’s general benefits plans and applicable law and monthly payments of or an amount equal to premiums under COBRA for 24 months.
Mr. Begor is required to own and hold Company stock having a value equal to six times his annual base salary within five years of his appointment.salary.
The Employment Agreement contains confidentiality, non-competition and non-solicitation restrictions during the term of the Employment Agreement and for certain specified periods thereafter, that are comparable to the restrictions applicable to other senior executives.
Except for Mr. Begor’s Employment Agreement, employment agreements are not used with respect to any other executive officer, each of whom is employed on an “at will” basis.
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
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 94for more information on the CIC Plan.
Subject to the discretion of the Compensation Committee, under our 2008 Omnibus Incentive Plan and 2023 Omnibus Incentive Plan (which replaced the 2008 Omnibus Incentive Plan effective May 4, 2023) and applicable award agreements, equity awards granted to our NEOs include a “double-trigger” change in control provision to limit accelerated vesting in the event of a change in control of Equifax to those situations where an executive is terminated without cause, the executive terminates for good reason or the acquirer fails to assume the awards.
| Equifax Inc. | 2024 Proxy Statement | 74 |
The Company’s annual tax deduction for compensation paid to each of the NEOs and certain other current or former officers who are subject to the compensation limits of Code Section 162(m) is capped at $1 million. Section 162(m) previously provided an exemption from the $1 million cap for compensation qualifying as “performance-based” compensation if certain requirements were met. Prior to the fiscal year ended December 31, 2018, we historically designed our annual incentive and long-term incentive programs for NEOs to qualify for that exemption. As a result of tax legislation that was enacted December 22, 2017, the exemption for performance-based compensation was repealed effective for tax years beginning after December 31, 2017, and the number of employees who are considered “covered employees” subject to the Section 162(m) limit was expanded to include the Chief Financial Officer (who was previously excluded) and certain former NEOs and other officers. As a result of these changes, compensation in excess of $1 million paid to covered employees will not be deductible in 2018 or future years unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017 and not materially modified on or after such date.
The Compensation Committee will continue to considerconsiders 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).
In establishing and reviewing the Company’s executive compensation program, the Compensation Committee annually considers whether the program encourages unnecessary or excessive risk-taking and has concluded that it does not. The Committee reviewed our material compensation programs and noted numerous ways in which risk is effectively managed or mitigated. This evaluation for 2020,2023, which was conducted with the assistance of management and the Committee’s outside compensation consultant (FW Cook), covered a wide range of practices and policies. All plans were deemed to have substantial risk mitigators which, in the most material incentive plans, include a balanced mix of fixed and variable pay and short- and long-term incentives; use of multiple performance measures including corporate, business unit and individual performance weightings in incentive plans; a portfolio of long-term equity incentives including time-based and performance-based measures; caps, discretion in payment, decelerators, clawbacks, oversight by non-plan participants, significant stock ownership guidelines, pre-approval requirements for executive stock transactions; and the existence of policies prohibiting Company stock hedging and pledging and requiring executive incentive compensation recoupment in specified circumstances.
The Compensation Committee has also reviewed the Company’s overall enterprise risks and how compensation programs for employees generally impacted individual behavior that could exacerbate these enterprise risks. Board and management processes are in place to oversee risk associated with global compensation programs and practices, including, but not limited to, regular business reviews; alignment of compensation plan goals with our annual and long-term strategic goals and performance expectations; review of enterprise risk management by the Board as part of the annual strategy and budget reviews; and other appropriate internal controls. The Committee concluded that the Company’s compensation plans, programs and policies, considered as a whole, including applicable risk-mitigation features, are not reasonably likely to have a material adverse effect on the Company.
We have a clawback policy that covers all employees, including executive officers, and applies to equity awards and other incentive compensation awarded to such employees (excluding the one-time new hire award granted to our CEO in May 2018).employees. The Compensation Committee has discretion to apply the policy to recover and recoup incentive compensation in all of the events described below.
The provisions of the policy are summarized in the table below:
| Events that Trigger Action | Covered Persons | Covered Awards | ||
| Material restatement withmisconduct | Current and former employees | Annual and long-term incentives awarded within three-year period preceding the date the misconduct is discovered | ||
| Material restatement withoutmisconduct | Current and former executives | Excess amount of annual and long-term incentives awarded within three-year period preceding the restatement date | ||
| Materially inaccurate financial statements or performance metrics withmisconduct | Current and former employees | Annual and long-term incentives awarded within three-year period preceding the date the misconduct is discovered | ||
| Materially inaccurate financial statements or performance metrics withoutmisconduct | Current and former employees | Excess amount of annual and long-term incentives awarded within three-year period preceding the date the inaccuracy is discovered | ||
| Misconduct resulting in significant financial and/or reputational harm and the employee either engaged in the misconduct or failed to fulfill his or her supervisory responsibility to prevent another employee from engaging in such misconduct | Current and former employees | Annual and long-term incentives awarded within three-year period preceding the date the misconduct is discovered |
| Equifax Inc. | 2024 Proxy Statement | 75 |
The policy also provides that the Company will disclose its decision to take action, the number of employees impacted and their seniority, and the aggregate amount of the clawback/forfeiture if the underlying circumstances of the misconduct are publicly disclosed. The policy provides that the Committee may limit or eliminate disclosure if the events are not publicly disclosed or if disclosure would be likely to result in or exacerbate any litigation or other proceeding against the Company or its officers or directors, violate applicable law with respect to privacy, violate legal privilege or breach a contractual obligation.
Under the terms of award agreements issued under our 2008 Omnibus Incentive Plan and our 2023 Omnibus Incentive Plan (which replaced the 2008 Omnibus Incentive Plan effective May 4, 2023), employees, including our NEOs, who violate the agreement’s non-compete, non-solicitation and non-disclosure restrictions or who engage in certain other activities detrimental to the Company may be subject to financial consequences, including cancellation of their outstanding equity awards or recovery by the Company of all gains from exercised stock options and vested shares received during the period beginning six months prior to the date of the violation. In addition, these recovery means are also applicable to the incentive equity awards of any employee who is terminated for cause, as determined in the sole discretion of the Committee.
TheseWe also have a clawback policies are in additionpolicy that complies with SEC rules and NYSE listing standards related to any policies or recovery rights provided under applicable law.clawbacks.
The Compensation Committee recognizes the critical role that executive stock ownership has in aligning the interests of management with those of shareholders. As such, we maintain a formal stock ownership policy, under which our CEO and our other senior executives are required to acquire and hold Equifax common stock with a market value of six times base salary and three times base salary, respectively, within five years of assuming their respective positions. As of the most recent annual measurement date, all of our executive officers were in compliance with our stock ownership requirements.
Our insider trading policy prohibits our CEO and other senior executives from purchasing or selling Equifax securities except pursuant to a Rule 10b5-1 trading plan in a form that has been approved by the Office of Corporate Secretary.
|
Hedging and Pledging Policies
Under our insider trading policy, our employees, officers and directors are prohibited from purchasing or selling financial instruments (including prepaid variable forward contracts, equity swaps, collars, exchange funds and other derivative securities), or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Equifax securities. We also prohibit our directors, officers and employees from holding our stock in a margin account or pledging our stock as collateral for a loan.
Mark Feidler, RobertRob Marcus, Siri Marshall and Robert Selander (retired from the Board on May 4, 2023), Melissa Smith and Tom Hough were members of the Compensation Committee during 2020.2023. None of these directorsindividuals is or has been an executive officer of the Company, or had any relationship requiring disclosure by the Company under the SEC’s rules requiring disclosure of certain relationships and related party transactions. None of the Company’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director of the Company or a member of the Compensation Committee during 2020.2023.
The following table presents information regarding compensation of the NEOs for services rendered during 2020, 20192023, 2022 and 2018.2021. The table includes values for contingent compensation such as unvested or unpaid stock awards and unexercised stock options. The executives may never realize the value of certain items included in the column headed “Total,” or the amounts realized may differ materially from those listed in the table.
| Name and Principal Position(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 ($) | |||||||||
| Mark W. Begor Chief Executive Officer | 2020 | 1,557,692 | 0 | 6,075,108 | 2,024,985 | 3,115,385 | 0 | 928,054 | 13,701,224 | |||||||||
| 2019 | 1,500,000 | 0 | 7,749,940 | 3,250,073 | 1,407,465 | 0 | 374,074 | 14,281,552 | ||||||||||
| 2018 | 1,009,615 | 0 | 14,473,853 | 3,372,803 | 806,833 | 0 | 350,608 | 20,013,712 | ||||||||||
| John W. Gamble, Jr. Corporate Vice President and Chief Financial Officer | 2020 | 711,424 | 0 | 1,125,069 | 375,000 | 1,209,421 | 987,900 | 22,006 | 4,430,820 | |||||||||
| 2019 | 685,075 | 0 | 1,856,192 | 843,811 | 584,871 | 867,000 | 16,400 | 4,853,349 | ||||||||||
| 2018 | 681,622 | 0 | 1,649,314 | 664,725 | 510,781 | 355,500 | 17,043 | 3,878,985 | ||||||||||
| Rodolfo O. Ploder President, Workforce Solutions | 2020 | 597,116 | 0 | 825,069 | 275,001 | 955,385 | 1,072,200 | 42,071 | 3,766,842 | |||||||||
| 2019 | 564,616 | 75,000 | 1,374,912 | 625,090 | 594,393 | 1,057,900 | 39,070 | 4,330,981 | ||||||||||
| 2018 | 512,404 | 0 | 1,223,646 | 565,508 | 336,940 | 135,800 | 39,321 | 2,813,619 | ||||||||||
| Bryson R. Koehler Chief Technology Officer | 2020 | 675,481 | 0 | 750,137 | 250,012 | 1,013,221 | 0 | 195,665 | 2,884,516 | |||||||||
| 2019 | 625,000 | 7,000 | 1,237,471 | 562,535 | 533,583 | 145,226 | 3,110,815 | |||||||||||
| 2018 | 317,308 | 5,566,312 | 178,584 | 237,778 | 81,282 | 6,381,264 | ||||||||||||
| Sid Singh President, U.S. Information Solutions | 2020 | 592,308 | 0 | 825,069 | 275,001 | 930,418 | 0 | 177,350 | 2,800,146 | |||||||||
| 2019 | 465,385 | 750,000 | 4,374,957 | 580,789 | 490,178 | 0 | 117,899 | 6,779,208 | ||||||||||
| – | – | – | – | – | – | – | – |
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($)(8) |
| Mark W. Begor Chief Executive Officer | 2023 | 1,500,000 | 0 | 8,080,418 | 2,019,634 | 944,110 | 0 | 505,646 | 13,049,808 |
| 2022 | 1,500,000 | 0 | 28,080,015 | 7,019,934 | 223,078 | 0 | 422,826 | 37,245,853 | |
| 2021 | 1,500,000 | 0 | 8,079,933 | 2,020,085 | 3,600,000 | 0 | 865,557 | 16,065,575 | |
| John W. Gamble, Jr. EVP, Chief Financial Officer and Chief Operations Officer | 2023 | 794,231 | 0 | 3,000,373 | 999,658 | 650,955 | 650,500 | 18,888 | 6,114,604 |
| 2022 | 750,000 | 0 | 2,437,902 | 812,138 | 318,206 | 134,600 | 17,150 | 4,469,995 | |
| 2021 | 741,260 | 0 | 1,312,491 | 437,526 | 1,260,142 | 1,178,700 | 22,471 | 4,952,590 | |
| Todd Horvath EVP, President, U.S. Information Solutions | 2023 | 495,865 | 0 | 6,550,408 | 849,687 | 758,721 | 0 | 241,787 | 8,896,469 |
| 2022 | – | – | – | – | – | – | – | – | |
| 2021 | – | – | – | – | – | – | – | – | |
| Rodolfo O. Ploder EVP, President, Workforce Solutions | 2023 | 744,231 | 0 | 2,625,456 | 874,579 | 386,217 | 411,800 | 48,465 | 5,090,748 |
| 2022 | 700,000 | 0 | 2,250,367 | 749,644 | 399,748 | 0 | 43,030 | 4,142,789 | |
| 2021 | 683,173 | 0 | 1,124,896 | 375,111 | 1,161,394 | 1,604,500 | 40,495 | 4,989,569 | |
| Bryson R. Koehler Former EVP, Chief Technology, Product and D&A Officer | 2023 | 719,808 | 0 | 2,475,136 | 824,871 | 517,977 | 0 | 151,003 | 4,688,795 |
| 2022 | 680,000 | 0 | 2,100,389 | 699,638 | 254,564 | 0 | 118,924 | 3,853,514 | |
| 2021 | 676,803 | 0 | 899,984 | 300,027 | 1,015,205 | 0 | 199,886 | 3,091,905 |
| (1) | |
| Salary represents base salary paid to each of the NEOs for each year shown. Amounts shown are not reduced to reflect the individuals’ election, if any, to defer receipt of salary under the Equifax 2005 Executive Deferred Compensation | |
| For 2023, the grant date for equity awards to each of the NEOs except Todd Horvath was February 10, 2023; the closing stock price on such date was $206.16. The | |
| For each NEO, the amounts in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 without regard to estimated forfeitures related to service-based vesting conditions. Amounts shown are not reduced to reflect the individuals’ election, if any, to defer receipt of salary under the Equifax 2005 Executive Deferred Compensation Plan or the Equifax Inc. Employee Deferred Compensation Plan (2022). Stock awards in | |
| For the 2023 Adjusted EBITDA performance share awards, the grant date fair value was calculated by taking the target grant value divided by the closing price of our common stock on the grant date assuming target performance under the awards would be achieved (100% of target), then applying an illiquidity discount to reflect the 12-month post-vesting holding period. The calculations reflect an accounting value for the 2023 Adjusted EBITDA performance share grants to our NEOs other than Mr. Horvath of $181.01 per share for the awards, which was 87.80% of our closing stock price of $206.16 on the February 10, 2023 grant date. For Mr. Horvath, the calculations reflect an accounting value for the 2023 Adjusted EBITDA performance share grants of $180.33 per share, which was 87.80% of closing stock price on the May 1, 2023 grant date. | |
| The value of the |
| 77 |
| (4) | The amount in this column shows the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718. The amount is based on the fair value of the stock option award as estimated using the binomial model multiplied by the number of shares subject to the option award. Assumptions used in the binomial model for calculation of the amounts in this column are described in Note 8 to our audited consolidated financial statements for the fiscal year ended December 31, |
| Represents annual incentive awards paid under the Annual Incentive Plan for services performed in | |
| For Messrs. Gamble and Ploder, the amounts in this column reflect the aggregate increase (or decrease), if any, of accumulated pension benefit accruals at the earliest unreduced retirement age for such NEOs under the SERP in the applicable fiscal year. For Mr. Ploder, amounts also reflect accruals under the Equifax Inc. U.S. Retirement Income Plan (“USRIP”). There are no above-market or preferential earnings on compensation deferred on a basis that is not tax-qualified, including such earnings on non-qualified contribution plans. The pension accrual amounts represent the difference in present value liability (measured at the respective fiscal year-end dates shown in the table) based on the assumptions shown in the text following the “ | |
| The “All Other Compensation” column for | |
| Name | Perquisites and Personal Benefits(a) ($) | Relocation and Living Expenses ($) | Tax Reimbursements(b) ($) | Company Contributions to Defined Contribution Plans(c) ($) | Insurance Premiums(d) ($) | Total ($) | ||||||
| M. Begor | 452,265 | 0 | 0 | 475,789 | 0 | 928,054 | ||||||
| J. Gamble | 13,456 | 0 | 0 | 8,550 | 0 | 22,006 | ||||||
| R. Ploder | 15,341 | 0 | 0 | 8,550 | 18,180 | 42,071 | ||||||
| B. Koehler | 14,921 | 0 | 0 | 180,743 | 0 | 195,665 | ||||||
| S. Singh | 12,921 | 0 | 0 | 164,429 | 0 | 177,350 |
| Name | Perquisites and Personal Benefits(a) ($) | Relocation and Living Expenses(b) ($) | Tax Reimbursements(c) ($) | Company Contributions to Defined Contribution Plans(d) ($) | Insurance Premiums(e) ($) | Total ($) | ||||||
| M. Begor | 244,735 | 0 | 0 | 260,911 | 0 | 505,646 | ||||||
| J. Gamble | 8,988 | 0 | 0 | 9,900 | 0 | 18,888 | ||||||
| T. Horvath | 725 | 74,557 | 32,106 | 134,400 | 0 | 241,788 | ||||||
| R. Ploder | 11,325 | 0 | 0 | 9,900 | 27,240 | 48,465 | ||||||
| B. Koehler | 10,725 | 0 | 0 | 140,278 | 0 | 151,003 |
| (a) | The amounts in this column are based on the aggregate incremental cost to the Company, if any, with respect to tax and financial planning services, annual medical examinations, | |
| (b) | The amount for Mr. Horvath reflects reimbursement for relocation and temporary living expenses. | |
| (c) | The Company does not provide any additional tax reimbursements on the value of perquisites and personal benefits received by the NEOs other than those provided to other employees. The Company’s standard policy for employees is to provide a tax gross-up for certain relocation assistance. Amount reported for Mr. Horvath reflects $32,106 related to a tax gross-up payment on his relocation and temporary living expenses. | |
| For Messrs. Begor, | ||
| Represents imputed income for the cost of $3,000,000 in life insurance coverage. Mr. Ploder has this coverage as a participant in the Equifax Inc. Executive Life and Supplemental Retirement Benefit Plan, which was closed to new participants in 2005. Existing participants at time of closure were grandfathered under the plan. |
| (8) | The 2022 amounts for Mr. Begor include the July 2022 performance-oriented equity award of TSR performance shares, Adjusted EBITDA performance shares, premium-priced stock options and RSUs, with an aggregated grant date fair value of $25 million. The 2023 amounts for Mr. Horvath include a new hire “make whole” grant of RSUs and TSR performance shares with an aggregated grant date fair value of $4 million. |
Set forth below is information regarding awards provided to the NEOs in 2020.2023. The non-equity incentive awards were made under the AIP which is part of our shareholder-approved amended and restated 2008 Omnibus Incentive Plan (the “2008 Omnibus Incentive Plan”). The equity awards were also made under the 2008 Omnibus Incentive Plan.
| Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | All Other Stock Awards: Number of Shares of | All Other Option Awards: Number of Securities | Exercise or Base Price of | Grant Date Fair Value of Stock and | |||||||||||||||||
| Name(1) | Grant Date | Threshold ($) | 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 | ||||||||||||||||||
| Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | All Other Stock Awards: Number of Shares of Stock or Units(4) (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards(5) ($/Sh) | Grant Date Fair Value of Stock and Option Awards(6) ($) | ||||||||||||||
| Name(1) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||
| M. Begor | |||||||||||||||||||
| AIP | 2/10/23 | 450,000 | 1,800,000 | 3,600,000 | |||||||||||||||
| PS-TSR | 2/10/23 | 6,262 | 12,524 | 25,048 | 3,030,174 | ||||||||||||||
| PS-EBITDA | 2/10/23 | 8,370 | 16,740 | 33,480 | 3,030,082 | ||||||||||||||
| RSU | 2/10/23 | 9,799 | 2,020,162 | ||||||||||||||||
| PPSO | 2/10/23 | 16,580 | 226.78 | 1,010,054 | |||||||||||||||
| PPSO | 2/10/23 | 18,346 | 247.39 | 1,009,580 | |||||||||||||||
| J. Gamble | |||||||||||||||||||
| AIP | 2/10/23 | 317,692 | 794,231 | 1,588,462 | |||||||||||||||
| PS-TSR | 2/10/23 | 2,067 | 4,134 | 8,268 | 1,000,219 | ||||||||||||||
| PS-EBITDA | 2/10/23 | 2,763 | 5,525 | 11,050 | 1,000,072 | ||||||||||||||
| RSU | 2/10/23 | 4,851 | 1,000,082 | ||||||||||||||||
| MPSO | 2/10/23 | 15,465 | 206.16 | 999,658 | |||||||||||||||
| T. Horvath | |||||||||||||||||||
| AIP | 5/1/23 | 270,000 | 675,000 | 1,350,000 | |||||||||||||||
| PS-TSR | 5/1/23 | 1,764 | 3,527 | 7,054 | 850,168 | ||||||||||||||
| PS-EBITDA | 5/1/23 | 2,357 | 4,714 | 9,428 | 850,087 | ||||||||||||||
| RSU | 5/1/23 | 4,139 | 850,109 | ||||||||||||||||
| MPSO | 5/1/23 | 13,196 | 205.39 | 849,687 | |||||||||||||||
| PS-TSR (N) | 5/1/23 | 4,149 | 8,297 | 16,594 | 1,999,956 | ||||||||||||||
| RSU (N) | 5/1/23 | 9,738 | 2,000,088 | ||||||||||||||||
| R. Ploder | |||||||||||||||||||
| AIP | 2/10/23 | 297,692 | 744,231 | 1,488,462 | |||||||||||||||
| PS-TSR | 2/10/23 | 1,809 | 3,617 | 7,234 | 875,131 | ||||||||||||||
| PS-EBITDA | 2/10/23 | 2,418 | 4,835 | 9,670 | 875,176 | ||||||||||||||
| RSU | 2/10/23 | 4,245 | 875,149 | ||||||||||||||||
| MPSO | 2/10/23 | 13,530 | 206.16 | 874,579 | |||||||||||||||
| B. Koehler | |||||||||||||||||||
| AIP | 2/10/23 | 287,923 | 719,808 | 1,439,616 | |||||||||||||||
| PS-TSR | 2/10/23 | 1,705 | 3,410 | 6,820 | 825,047 | ||||||||||||||
| PS-EBITDA | 2/10/23 | 2,279 | 4,558 | 9,116 | 825,037 | ||||||||||||||
| RSU | 2/10/23 | 4,002 | 825,052 | ||||||||||||||||
| MPSO | 2/10/23 | 12,761 | 206.16 | 824,871 | |||||||||||||||
| (1) | AIP = cash incentive award under 2023 Annual Incentive Plan (AIP); PS-TSR = TSR performance shares granted under 2023 Annual LTI program; PS-EBITDA = Adjusted EBITDA performance shares granted under 2023 Annual LTI program; RSU = time-vested RSUs granted under 2023 Annual LTI program; PPSO = premium-priced stock options granted under 2023 Annual LTI program; MPSOs = market-priced stock options granted under 2023 Annual LTI program; PS-TSR (N) = new hire grant of TSR performance shares; and RSUs (N) = new hire grant of time-vested RSUs. |
| The amounts shown represent the range of possible dollar payouts that could have been earned under the | |
| (3) | Represents grants to each NEO during |
| (4) | Represents the number of RSUs granted to each NEO during |
| (5) | |
| (6) | Represents full grant date fair value of stock and option awards granted to each NEO in |
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 35.49. A summary of certain material terms of our compensation plans and arrangements is set forth below.
20202023 Annual Incentive Plan
Annual incentive opportunities awarded to our NEOs are earned based on Company performance against one-year operating objectives and individual performance metrics. The actual amount of annual incentive earned by each NEO pursuant to the individual performance portion is reported in the “Non-Equity“Non-Equity Incentive Plan Compensation”Compensation” column in the Summary Compensation Table. Annual incentive plan thresholds, targets and maximums are identified for each NEO in the “Estimated“Estimated Possible Payouts Under Non-Equity Incentive Plan Awards”Awards” column of the “20202023 Grants of Plan-Based Awards” table on page 60.79. Additional information regarding the design of the annual incentive plan is included in the CD&A.
401(k) Plan
We sponsor a tax-qualified 401(k) Plan in which eligible salaried employees may participate in either a basic plan or an enhanced plan put into place following the 2008 freeze of certain benefits payable to non-grandfathered employees under the USRIP as summarized below. In 2020,USRIP. For 2023, we matched either 50% of the first 6% of eligible pay, or 100% of the first 5% of eligible pay an employee contributed on a pre-tax or Roth after-tax basis to the plan (subject to the government limit on compensation, or $285,000$330,000 in 2020)2023).
Supplemental Retirement Plan and U.S. Retirement Income Plan
Descriptions of the SERP and USRIP are set forth below under “Pension Benefits at 20202023 Fiscal Year-End” on page 65.84.
Executive Life and Supplemental Retirement Benefit Plan
The Executive Life and Supplemental Retirement Benefit Plan provides executive life insurance benefits, which may also include capital accumulation benefits. The plan was amended and restated effective July 2002 to provide that executive officers will receive only life insurance benefits and no retirement benefits under the plan, in order to make permanent our suspension of premium payments after July 30, 2002 in compliance with Sarbanes-Oxley Act prohibitions against company loans to their executive officers.plan.
| Option Awards | Stock Awards | Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options Exercisable(#) | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | 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) | 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 | 62,246 | 0 | 0 | 112.46 | 5/4/28 | |||||||||||||||||||||||||||||
| 88,919 | 0 | 0 | 112.46 | 5/4/28 | |||||||||||||||||||||||||||||||||||
| 63,597 | 0 | 0 | 127.37 | 2/22/25 | |||||||||||||||||||||||||||||||||||
| 76,895 | 0 | 0 | 138.45 | 2/22/25 | |||||||||||||||||||||||||||||||||||
| 92,712 | 0 | 0 | 149.53 | 2/22/25 | |||||||||||||||||||||||||||||||||||
| 44,321 | 0 | 0 | 175.48 | 2/21/26 | |||||||||||||||||||||||||||||||||||
| 55,919 | 0 | 0 | 191.44 | 2/21/26 | |||||||||||||||||||||||||||||||||||
| 0 | 26,751 | 0 | 194.91 | 2/12/28 | |||||||||||||||||||||||||||||||||||
| 0 | 30,596 | 0 | 212.63 | 2/12/28 | |||||||||||||||||||||||||||||||||||
| 0 | 17,522 | 0 | 247.50 | 2/11/29 | |||||||||||||||||||||||||||||||||||
| 59,279 | 29,640 | 0 | 112.46 | 5/4/28 | 0 | 19,652 | 0 | 270.00 | 2/11/29 | ||||||||||||||||||||||||||||||
| 0 | 63,597 | 0 | 127.37 | 2/22/25 | 0 | 43,440 | 0 | 229.80 | 7/29/30 | ||||||||||||||||||||||||||||||
| 0 | 76,895 | 0 | 138.45 | 2/22/25 | 0 | 48,281 | 0 | 250.69 | 7/29/30 | ||||||||||||||||||||||||||||||
| 0 | 92,712 | 0 | 149.53 | 2/22/25 | 0 | 18,346 | 0 | 247.39 | 2/10/31 | ||||||||||||||||||||||||||||||
| 0 | 44,321 | 0 | 175.48 | 2/21/26 | 0 | 16,580 | 0 | 226.78 | 2/10/31 | ||||||||||||||||||||||||||||||
| 0 | 55,919 | 0 | 191.44 | 2/21/26 | 11,651 | (3) | 2,881,176 | ||||||||||||||||||||||||||||||||
| 22,937 | (3) | 4,423,171 | 9,114 | (3) | 2,253,801 | ||||||||||||||||||||||||||||||||||
| 16,056 | (3) | 3,096,239 | 24,205 | (3) | 5,985,654 | ||||||||||||||||||||||||||||||||||
| 16,140 | (3) | 3,112,438 | 9,869 | (3) | 2,440,505 | ||||||||||||||||||||||||||||||||||
| 12,815 | (3) | 2,471,245 | 39,822 | (8) | 9,847,582 | ||||||||||||||||||||||||||||||||||
| 32,112 | (8) | 10,161,857 | 15,756 | (9) | 3,896,301 | ||||||||||||||||||||||||||||||||||
| 45,875 | (8) | 14,517,164 | 7,775 | (10) | 1,922,680 | ||||||||||||||||||||||||||||||||||
| 36,758 | (9) | 7,088,413 | 25,228 | (11) | 6,238,632 | ||||||||||||||||||||||||||||||||||
| 51,462 | (9) | 9,923,932 | 16,861 | (12) | 4,169,557 | ||||||||||||||||||||||||||||||||||
| 37,866 | (10) | 7,302,079 | 122,854 | (13) | 30,380,566 | ||||||||||||||||||||||||||||||||||
| J. Gamble | 10,385 | 0 | 0 | 129.93 | 2/16/27 | 10,385 | 0 | 0 | 129.93 | 2/16/27 | |||||||||||||||||||||||||||||
| 7,418 | 3,710 | 0 | 121.35 | 3/5/28 | 11,128 | 0 | 0 | 121.35 | 3/5/28 | ||||||||||||||||||||||||||||||
| 10,797 | 5,399 | 0 | 123.49 | 7/27/28 | 16,196 | 0 | 0 | 123.49 | 7/27/28 | ||||||||||||||||||||||||||||||
| 0 | 16,512 | 0 | 127.37 | 2/22/25 | 16,512 | 0 | 127.37 | 2/22/25 | |||||||||||||||||||||||||||||||
| 0 | 19,965 | 0 | 138.45 | 2/22/25 | 19,965 | 0 | 0 | 138.45 | 2/22/25 | ||||||||||||||||||||||||||||||
| 0 | 24,069 | 0 | 149.53 | 2/22/25 | 24,069 | 0 | 0 | 149.53 | 2/22/25 | ||||||||||||||||||||||||||||||
| 0 | 8,208 | 0 | 175.48 | 2/21/26 | 8,208 | 0 | 0 | 175.48 | 2/21/26 | ||||||||||||||||||||||||||||||
| 0 | 10,355 | 0 | 191.44 | 2/21/26 | 10,355 | 0 | 0 | 191.44 | 2/21/26 | ||||||||||||||||||||||||||||||
| 2,878 | (4) | 554,994 | 6,584 | 3,293 | 0 | 177.19 | 2/12/31 | ||||||||||||||||||||||||||||||||
| 4,164 | (4) | 802,986 | 4,811 | 9,627 | 0 | 225.00 | 2/11/32 | ||||||||||||||||||||||||||||||||
| 3,112 | (4) | 600,118 | 0 | 15,465 | 0 | 206.16 | 2/10/33 | ||||||||||||||||||||||||||||||||
| 2,373 | (4) | 457,609 | 2,523 | (4) | 623,913 | ||||||||||||||||||||||||||||||||||
| 5,757 | (8) | 1,821,805 | 3,666 | (4) | 906,565 | ||||||||||||||||||||||||||||||||||
| 9,924 | (9) | 1,913,744 | 4,886 | (4) | 1,208,259 | 5,750 | (8) | 1,421,918 | |||||||||||||||||||||||||||||||
| 12,404 | (9) | 2,391,987 | 4,225 | (9) | 1,044,800 | ||||||||||||||||||||||||||||||||||
| 7,012 | (10) | 1,352,194 | |||||||||||||||||||||||||||||||||||||
| Option Awards | Stock Awards | 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) | 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 | 5,750 | (8) | 1,421,918 | ||||||||||||||||||||||||||||||||
| 10,797 | 5,399 | 0 | 123.49 | 7/27/28 | 4,225 | (9) | 1,044,800 | ||||||||||||||||||||||||||||||||
| 2,085 | (10) | 515,476 | |||||||||||||||||||||||||||||||||||||
| 8,326 | (11) | 2,058,937 | |||||||||||||||||||||||||||||||||||||
| 5,564 | (12) | 1,375,922 | |||||||||||||||||||||||||||||||||||||
| T. Horvath | 0 | 13,196 | 0 | 205.39 | 5/1/33 | ||||||||||||||||||||||||||||||||||
| 9,789 | (5) | 2,420,722 | |||||||||||||||||||||||||||||||||||||
| 4,160 | (5) | 1,028,726 | |||||||||||||||||||||||||||||||||||||
| 16,654 | (11) | 4,118,368 | |||||||||||||||||||||||||||||||||||||
| 7,078 | (11) | 1,750,319 | |||||||||||||||||||||||||||||||||||||
| 4,731 | (12) | 1,169,929 | |||||||||||||||||||||||||||||||||||||
| R. Ploder | 14,788 | 0 | 0 | 138.45 | 2/22/25 | ||||||||||||||||||||||||||||||||||
| 0 | 12,233 | 0 | 127.37 | 2/22/25 | 17,831 | 0 | 0 | 149.53 | 2/22/25 | ||||||||||||||||||||||||||||||
| 0 | 14,788 | 0 | 138.45 | 2/22/25 | 6,019 | 0 | 0 | 175.48 | 2/21/26 | ||||||||||||||||||||||||||||||
| 0 | 17,831 | 0 | 149.53 | 2/22/25 | 7,594 | 0 | 0 | 191.44 | 2/21/26 | ||||||||||||||||||||||||||||||
| 0 | 6,019 | 0 | 175.48 | 2/21/26 | 5,645 | 2,823 | 0 | 177.19 | 2/12/31 | ||||||||||||||||||||||||||||||
| 0 | 7,594 | 0 | 191.44 | 2/21/26 | 4,441 | 8,886 | 0 | 225.00 | 2/11/32 | ||||||||||||||||||||||||||||||
| 1,812 | (5) | 349,426 | 0 | 13,530 | 0 | 206.16 | 2/10/33 | ||||||||||||||||||||||||||||||||
| 4,164 | (5) | 802,986 | 2,162 | (6) | 534,641 | ||||||||||||||||||||||||||||||||||
| 2,305 | (5) | 444,496 | 3,384 | (6) | 836,829 | ||||||||||||||||||||||||||||||||||
| 1,740 | (5) | 335,542 | 4,275 | (6) | 1,057,165 | ||||||||||||||||||||||||||||||||||
| 4,928 | (8) | 1,218,645 | |||||||||||||||||||||||||||||||||||||
| 3,625 | (8) | 1,147,133 | 3,900 | (9) | 964,431 | ||||||||||||||||||||||||||||||||||
| 9,188 | (9) | 1,771,814 | 1,924 | (10) | 475,786 | ||||||||||||||||||||||||||||||||||
| 7,350 | (9) | 1,417,374 | 7,286 | (11) | 1,801,755 | ||||||||||||||||||||||||||||||||||
| 5,142 | (10) | 991,583 | 4,869 | (12) | 1,204,055 | ||||||||||||||||||||||||||||||||||
| B. Koehler | 4,859 | 2,430 | 0 | 123.49 | 7/27/28 | 7,289 | 0 | 0 | 123.49 | 7/27/28 | |||||||||||||||||||||||||||||
| 0 | 11,007 | 0 | 127.37 | 2/22/25 | 11,007 | 0 | 0 | 127.37 | 2/22/25 | ||||||||||||||||||||||||||||||
| 0 | 13,310 | 0 | 138.45 | 2/22/25 | 13,310 | 0 | 0 | 138.45 | 2/22/25 | ||||||||||||||||||||||||||||||
| 0 | 16,047 | 0 | 149.53 | 2/22/25 | 16,047 | 0 | 0 | 149.53 | 2/22/25 | ||||||||||||||||||||||||||||||
| 0 | 5,472 | 0 | 175.48 | 2/21/26 | 5,472 | 0 | 0 | 175.48 | 2/21/26 | ||||||||||||||||||||||||||||||
| 0 | 6,904 | 0 | 191.44 | 2/21/26 | 6,904 | 0 | 0 | 191.44 | 2/21/26 | ||||||||||||||||||||||||||||||
| 13,329 | (6) | 2,570,364 | 4,515 | 2,258 | 0 | 177.19 | 2/12/31 | ||||||||||||||||||||||||||||||||
| 1,874 | (6) | 361,382 | 4,144 | 8,294 | 0 | 225.00 | 2/11/32 | ||||||||||||||||||||||||||||||||
| 2,074 | (6) | 399,950 | 0 | 12,761 | 0 | 206.16 | 2/10/33 | ||||||||||||||||||||||||||||||||
| 1,582 | (6) | 305,073 | 1,730 | (7) | 427,812 | ||||||||||||||||||||||||||||||||||
| 3,748 | (8) | 1,186,056 | 1,359 | (7) | 336,067 | ||||||||||||||||||||||||||||||||||
| 6,616 | (9) | 1,275,829 | 3,159 | (7) | 781,189 | ||||||||||||||||||||||||||||||||||
| 8,270 | (9) | 1,594,787 | 3,943 | (8) | 975,064 | ||||||||||||||||||||||||||||||||||
| 4,676 | (10) | 901,720 | 3,640 | (9) | 900,136 | ||||||||||||||||||||||||||||||||||
| 1,796 | (10) | 444,133 | |||||||||||||||||||||||||||||||||||||
| 6,868 | (11) | 1,698,388 | |||||||||||||||||||||||||||||||||||||
| 4,590 | (12) | 1,135,061 | |||||||||||||||||||||||||||||||||||||
| 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 |
| (2) | Based on the closing price of Equifax common stock ($ |
| (3) | |
| RSUs vest on February | |
| (5) | New hire LTI award of 9,789 RSUs vests one-third annually over three years: May 1, 2024 (3,261), May 1, 2025 (3,262) and May 1, 2026 (3,266). Annual LTI award of 4,160 RSUs cliff vests on May 1, 2026. |
| (6) | RSUs vest on February 12, 2024 (2,162), February 11, 2025 (3,384) and February 10, 2026 (4,275). |
| (7) | RSUs vest on February 12, 2024 (1,730), February 11, 2025 (3,159) and February 10, 2026 (4,030). |
| (8) | TSR performance shares granted during |
| (9) | |
| (10) | |
| (11) | Maximum (200%) of TSR performance shares granted in February 2023 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, 2025. |
| (12) | Target (100%) of Adjusted EBITDA performance shares granted in February 2023 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, 2025. |
| (13) | Maximum (200%) of TSR performance shares granted in July 2022 that may be earned based on Equifax’s performance, as determined by the Compensation Committee, following the completion of the 3.4-year performance period ending December 31, 2025. |
| 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 ($)(3) | ||||||
| M. Begor | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
| J. Gamble | 0 | 0 | 2,699 | 430,841 | 1,573 | 254,637 | ||||||
| R. Ploder | 0 | 0 | 1,678 | 267,859 | 978 | 158,319 | ||||||
| B. Koehler | 0 | 0 | 13,268 | 2,193,996 | 0 | 0 | ||||||
| S. Singh | 0 | 0 | 13,702 | 2,185,880 | 0 | 0 | ||||||
| Option Awards | Stock Awards | |||||||||||
| Name | Number of Shares Acquired on Exercise (#) | Value Realized On Exercise ($)(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 | 13,004 | 2,650,345 | 30,816 | 6,280,609 | ||||||
| J. Gamble | 0 | 0 | 2,408 | 490,774 | 5,706 | 1,162,940 | ||||||
| T. Horvath | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
| R. Ploder | 12,233 | 882,407 | 1,766 | 359,928 | 4,184 | 852,741 | ||||||
| B. Koehler | 0 | 0 | 1,605 | 327,115 | 3,805 | 775,497 | ||||||
| (1) | The value realized upon stock option exercises is 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 |
| (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 |
The following table shows the present value at December 31, 20202023 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. Gamble and Ploder are currently eligible for retirement under the SERP.
| 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 | — | — |
| 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 | 10 | 5,858,900 | — | |||||
| T. Horvath(2) | USRIP | N/A | — | — | ||||
| SERP | N/A | — | — | |||||
| R. Ploder | USRIP | 5 | 197,400 | — | ||||
| SERP | 20 | 8,149,700 | — | |||||
| B. Koehler(2) | USRIP | N/A | — | — | ||||
| SERP | N/A | — | — |
| (1) | These values were determined using interest rate and mortality rate assumptions consistent with those used in the Company’s consolidated financial statements. |
| (2) |
| Equifax Inc. | 2024 Proxy Statement | 84 |
U.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 otherOther grandfathered participants who were still employed on December 31, 2014 had their pension benefits fully frozen on such date.
Supplemental Retirement Plan
The SERP covers certain NEOs (Messrs. Gamble and Ploder) and other senior executive officersas designated by the Compensation Committee. Messrs. Begor, KoehlerHorvath and SinghKoehler do not participate in the SERP. The plan provides benefits that supplement the USRIP benefits. The SERP provides an annual benefit equal to 2.5% of “average annual earnings”compensation” times years of service as a senior executive officer (up to 10 years), plus 1.67% of average annual earnings multiplied by years of service as a senior executive officer in excess of 10 years (up to 20 years). “Average“Average annual earnings”compensation” for this purpose meansis generally determined by taking the highest paid 36 consecutive monthsmonthly average of employment and includesthe participant’s compensation (including base salary and annual incentives.incentives) over the 36 consecutive month period during the participant’s employment with the Company in which he or she was paid the greatest amount of compensation, and multiplying such monthly average by 12. For service as a senior executive officer in excess of 20 years or in a position other than as a senior executive officer, a participant receives a “restoration benefit” using a formula similar to that of the USRIP, without the IRS limits on compensation. In general, only actual years of service with the Company are credited for purposes of determining the SERP benefit. The SERP was closed to new participants after January 1, 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.
| Equifax Inc. | 2024 Proxy Statement | 85 |
The following table sets forth information regarding the NEOs’ participation in our non-qualified deferred compensation plans in 2020.2023. 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 67below with respect to the Supplemental Contribution 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) ($) | ||||||
| M. Begor | 0 | 461,539 | 105,050 | 0 | 1,064,729 | ||||||
| J. Gamble | 0 | 0 | 0 | 0 | 0 | ||||||
| R. Ploder | 0 | 0 | 0 | 0 | 0 | ||||||
| B. Koehler | 0 | 166,493 | 38,325 | 0 | 387,405 | ||||||
| S. Singh | 0 | 150,179 | 25,109 | 0 | 273,128 | ||||||
Since 2021, our CEO has made proactive, irrevocable elections under our deferred compensation program to defer 100% of his long-term incentives granted in the form of RSUs and performance shares. As a result of his voluntary, irrevocable deferral elections, our CEO will continue to be invested in Equifax for more than ten years following his tenure at the company. See page 72 for more information.
| Non-Qualified Deferred Compensation for 2023 Fiscal Year | ||||||||||
| Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY(2) ($) | Aggregate Earnings in Last FY(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE(4) ($) | |||||
| M. Begor | 2,030,864 | 238,667 | 725,988 | 0 | 5,873,033 | |||||
| J. Gamble | 222,744 | 0 | 10,014 | 0 | 232,758 | |||||
| T. Horvath | 0 | 125,459 | 0 | 0 | 125,459 | |||||
| R. Ploder | 0 | 0 | 0 | 0 | 0 | |||||
| B. Koehler | 0 | 120,870 | 101,716 | 0 | 802,440 | |||||
| (1) | These amounts include salary, annual incentive plan and stock contributions made by NEOs |
| (2) | These amounts represent the Company’s contribution on behalf of the NEO under the Supplemental Contribution Program funded in February |
| (3) | Aggregate earnings in the last fiscal year are not |
| (4) | These amounts represent each NEO’s aggregate balance in the |
|
Supplemental Contribution Program
After the SERP was closed to new participants on January 1, 2016, the Company amended itsthe Equifax 2005 Executive Deferred Compensation Plan to add provisions to permit senior executive officers designated by the Compensation Committee to receive supplemental retirement contributions (the “Supplemental Contribution Program”). NEOs and senior executive officers who participate in the SERP are not eligible to participate in the Supplemental Contribution Program. Messrs. Begor, KoehlerHorvath and SinghKoehler participate in the Supplemental Contribution Program.
The Supplemental Contribution Program provides for an annual contribution equal to 10% of the sum of the eligible executive’s base salary and annual cash incentive earned for the year. The Company’s contributions are credited to an account for the executive and the executive directs the investments of the account among designated investment alternatives. The account fully vests upon the executive’s completion of three years of service after the date the executive becomes a participant in the plan. The account also fully vests upon the executive’s termination of employment as a result of death or disability.
Upon the executive’s termination of employment after age 55 (or in the event of death or disability), the vested amount credited to the account is payable in a lump sum or in annual installments over a period of up to 15 years. If the executive terminates employment prior to age 55 (except for death or disability), the vested account is not payable until the executive attains age 55 and is paid in a lump sum.
| Equifax Inc. | 2024 Proxy Statement | 86 |
We maintain two frozen deferred compensation plans that, allowprior to their freezing, allowed for certain management employees to defer the receipt of compensation (such as salary, incentive compensation and/or stock from vested shares) until a later date based on the terms of the plans. These plans, the Director and Executive Stock Deferral Plan and the Equifax 2005 Executive Deferred Compensation Plan, were frozen, effective as of December 31, 2021, as described below. The Board adopted a new deferred compensation plan in 2021, the Equifax Inc. Employee Deferred Compensation Plan, which allows for certain management employees to defer the receipt of compensation earned for services performed in calendar years commencing on or after January 1, 2022, as described below. The benefits under our deferred compensation plans are represented 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 to participants in the deferred compensation plans. However, all benefits under the plan are non-funded obligations of the Company and are subject to the claims of creditors in the event of bankruptcy.
This nonqualified plan permitswas frozen by the Board, effective as of December 31, 2021, and no deferral elections may be made under the plan in respect of compensation earned for services performed after such date. Prior to the freezing of the plan, it permitted the directors, NEOs and other senior leadership team members to defer receipt of compensation and taxes upon the vesting of RSUs and performance shares. Participants maycould defer 25%, 50%, 75% or 100% of the portion of the grant that is vesting. Stock deferrals track the performance of our common stock, with credit for dividends beginning with grants made in 2020. The participant receives the right to a number of shares of deferred 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 five 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.
This nonqualified plan was frozen by the Board, effective as of December 31, 2021, and no deferral elections may be made under the plan in respect of compensation earned for services performed after such date. This plan is a tax deferred compensation program for a limited number of executives, including NEOs, and provides a tax favorabletax-favorable vehicle for deferring annual compensation, including base salary and annual or periodic incentives. UnderPrior to the freezing of the plan, an executive maycould defer up to 75% of his or her base salary and up to 100% of any incentive payment. Amounts deferred are credited with gains or losses which mirror the performance of benchmark investment funds selected by the participant from among several publicly-available investment funds. The plan does not offer any above-market or preferential rates of return to the NEOs. Amounts deferred are paid, at the participant’s option, either in a lump sum or in annual installments over a period of up to 15 years for retirement or termination distributions, or up to five years for a scheduled withdrawal.
The Company pays all administrative costsEquifax Inc. Employee Deferred Compensation Plan was adopted by the Board, effective as of November 4, 2021. This nonqualified plan allows for certain management or highly compensated employees, including NEOs, to defer the receipt of compensation earned for services performed in calendar years commencing on or after January 1, 2022. The plan is a tax deferred compensation program and expensesprovides a tax favorable vehicle for deferring annual compensation, including base salary and annual or periodic incentives, and long-term incentive compensation, including RSUs and performance shares. Under the plan, a participant may defer up to 75% of his or her base salary and up to 100% of any cash or stock-based incentive compensation, including RSUs and performance shares. Any cash-based compensation that is deferred under the plan is credited with gains or losses which mirror the performance of benchmark investment funds selected by the participant from among several publicly-available investment funds. The plan does not offer any above-market or preferential rates of return to the NEOs. Any RSUs or performance shares that are deferred under the plan are credited in shares of deferred stock, which are notional shares equal in value to one share of our common stock. If any cash dividends or other distributions are paid with respect to our common stock between the date the deferred stock is credited to the participant’s account under the plan and the date the deferred stock is delivered to the participant, dividend equivalent units will be credited in respect of the plan.participant’s deferred stock and will be deemed reinvested in additional deferred stock. Deferred stock credited to the plan is paid in shares of our common stock.
| Equifax Inc. | 2024 Proxy Statement | 87 |
Amounts deferred under the Equifax Inc. Employee Deferred Compensation Plan are paid, at the participant’s option, either in a lump sum or in annual installments over a period of up to 10 years for distributions upon a termination of employment, or up to five years for a scheduled withdrawal. The Supplemental Contribution Program is continued under the Equifax Inc. Employee Deferred Compensation Plan on substantially the same terms as set forth in the frozen Equifax 2005 Executive Deferred Compensation Plan, except that payment of a participant’s vested supplemental contribution amounts will be made following his or her termination of employment either in a lump sum or in annual installments over a period of up to 10 years, as elected by the participant. Participants in the Equifax Inc. Employee Deferred Compensation Plan will be charged a proportionate share of the administrative fees incurred in connection with its administration.
The following tables summarize the value of potential payments and benefits that our NEOs would receive if they had terminated employment on December 31, 20202023 under the circumstances shown. The tables exclude amounts that would be paid in the normal course of continued employment, such as accrued but unpaid salary and earned annual cash incentive for 2020,2023, 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.
| Payment or benefit | Voluntary termination by the NEO ($) | Termination by us for cause ($) | Termination by us without cause or by the NEO with good reason ($) | Termination by us without cause or by the NEO with good reason following a change in control ($) | Retirement ($) | Disability ($) | Death ($) | ||||||||||||
| Severance payments | 0 | 0 | (1) | 6,600,000 | (2) | 9,900,000 | (3) | 0 | 0 | 0 | |||||||||
| Pension/supplemental retirement plan(4) | 1,832,424 | 1,832,424 | 1,832,424 | 1,832,424 | 1,832,424 | 2,071,092 | 2,071,092 | ||||||||||||
| Executive compensation deferral program(6) | 3,801,942 | 3,801,942 | 3,801,942 | 3,801,942 | 3,801,942 | 3,801,942 | 3,801,942 | ||||||||||||
| Life insurance benefits | 0 | 0 | 0 | 0 | 0 | 0 | 250,000 | (7) | |||||||||||
| Disability benefits | 0 | 0 | 0 | 0 | 0 | 408,300 | (8) | 0 | |||||||||||
| Healthcare benefits | 0 | 0 | 33,565 | (9) | 33,565 | (9) | 0 | 0 | (10) | 9,400 | (11) | ||||||||
| Perquisites and other personal benefits(12) | 50,000 | 0 | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | ||||||||||||
| Tax gross-up | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||
| Market value of stock options vesting on termination | 0 | 0 | 759,766 | (13) | 3,561,496 | (13) | 0 | 3,561,496 | (13) | 3,561,496 | (13) | ||||||||
| Market value of restricted stock units and performance shares vesting on termination | 7,575,482 | 0 | 5,985,654 | 51,405,967 | (14) | 7,575,482 | 38,120,990 | (14) | 38,120,990 | (14) | |||||||||
| TOTAL | 13,259,848 | 5,634,366 | 19,063,351 | 70,585,395 | 13,259,848 | 48,013,820 | 47,864,919 | ||||||||||||
M. BEGOR
| Payment or benefit | Voluntary termination by the NEO ($) | Termination by us for cause ($) | Termination by us without cause or by the NEO with good reason ($) | Termination by us without cause or by the NEO with good reason following a change in control ($) | Retirement ($) | Disability ($) | Death ($) | Voluntary termination by the NEO ($) | Termination by us for cause ($) | Termination by us without cause or by the NEO with good reason ($) | Termination by us without cause or by the NEO with good reason following a change in control ($) | Retirement ($) | Disability ($) | Death ($) | ||||||||||||||||||||
| Severance payments | 0 | 0 | (1) | 6,000,000 | (2) | 9,000,000 | (3) | 0 | 0 | 0 | 0 | 0 | (1) | 338,462 | (2) | 3,188,462 | (3) | 0 | 0 | 0 | ||||||||||||||
| Pension/supplemental retirement plan(4) | 0 | 0 | 0 | 0 | 0 | 1,064,729 | 1,064,729 | 5,858,900 | 5,858,900 | 5,858,900 | 5,858,900 | 5,858,900 | 5,858,900 | 2,611,100 | (5) | |||||||||||||||||||
| Executive compensation deferral program(6) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 232,758 | 232,758 | 232,758 | 232,758 | 232,758 | 232,758 | 232,758 | ||||||||||||||||||||
| Life insurance benefits | 0 | 0 | 0 | 0 | 0 | 0 | 250,000 | (7) | 0 | 0 | 0 | 0 | 0 | 0 | 1,250,000 | (7) | ||||||||||||||||||
| Disability benefits | 0 | 0 | 0 | 0 | 0 | 527,800 | (8) | 0 | 0 | 0 | 0 | 0 | 0 | 497,100 | (8) | 0 | ||||||||||||||||||
| Healthcare benefits | 0 | 0 | 38,949 | (9) | 38,949 | (9) | 0 | 129,900 | (10) | 6,400 | (11) | 0 | 0 | 0 | 31,433 | (9) | 0 | 14,900 | (10) | 9,400 | (11) | |||||||||||||
| Perquisites and other personal benefits(12) | 0 | 0 | 50,000 | 50,000 | 0 | 50,000 | 50,000 | 10,000 | 0 | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | ||||||||||||||||||||
| Tax gross-up | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||
| Market value of stock options vesting on termination | 0 | 0 | 1,667,805 | (17) | 17,259,338 | (13) | 0 | 17,259,338 | (13) | 17,259,338 | (13) | 0 | 0 | 0 | 1,081,501 | (13) | 0 | 1,081,501 | (13) | 1,081,501 | (13) | |||||||||||||
| Market value of restricted stock units and performance shares vesting on termination | 0 | 0 | 13,258,096 | (14) | 58,445,497 | (15) | 0 | 58,445,497 | (15) | 58,445,497 | (15) | 0 | 0 | 0 | 8,162,065 | (14) | 0 | 8,595,800 | (14) | 8,595,800 | (14) | |||||||||||||
| TOTAL | 0 | 0 | 21,014,849 | 84,793,785 | 0 | 77,477,264 | 77,075,964 | 6,101,658 | 6,091,658 | 6,440,120 | 18,565,119 | 6,101,658 | 16,290,959 | 13,790,559 | ||||||||||||||||||||
| 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 | |||||||||||||||||||||||||||
| 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 ($) | ||||||||||||
| Severance payments | 0 | 0 | (1) | 51,923 | (2) | 2,341,731 | (3) | 0 | 0 | 0 | |||||||||
| Pension/supplemental retirement plan(4) | 0 | 0 | 0 | 0 | 0 | 125,459 | 125,459 | ||||||||||||
| Executive compensation deferral program(6) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||
| Life insurance benefits | 0 | 0 | 0 | 0 | 0 | 0 | 250,000 | (7) | |||||||||||
| Disability benefits | 0 | 0 | 0 | 0 | 0 | 1,092,000 | (8) | 0 | |||||||||||
| Healthcare benefits | 0 | 0 | 0 | 49,567 | (9) | 0 | 30,000 | (10) | 5,000 | (11) | |||||||||
| Perquisites and other personal benefits(12) | 0 | 0 | 10,000 | 10,000 | 0 | 10,000 | 10,000 | ||||||||||||
| Tax gross-up | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||
| Market value of stock options vesting on termination | 0 | 0 | 0 | 552,912 | (13) | 0 | 552,912 | (13) | 552,912 | (13) | |||||||||
| Market value of restricted stock units and performance shares vesting on termination | 0 | 0 | 4,483,120 | 10,151,209 | (14) | 0 | 7,560,150 | (14) | 7,560,150 | (14) | |||||||||
| TOTAL | 0 | 0 | 4,545,043 | 13,105,419 | 0 | 9,370,521 | 8,503,521 | ||||||||||||
| Payment or benefit | Voluntary termination by the NEO ($) | 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 ($) | ||||||||
| Severance payments | 0 | 0 | (1) | 100,962 | (2) | 2,296,875 | (3) | 0 | 0 | 0 | |||||
| Pension/supplemental retirement plan(4) | 0 | 0 | 0 | 387,405 | 0 | 387,405 | 387,405 | ||||||||
| Executive compensation deferral program(6) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
| Life insurance benefits | 0 | 0 | 0 | 0 | 0 | 0 | 250,000 | (7) | |||||||
| Disability benefits | 0 | 0 | 0 | 0 | 0 | 1,533,800 | (8) | 0 | |||||||
| Healthcare benefits | 0 | 0 | 0 | 44,720 | (9) | 0 | 97,100 | (10) | 500 | (11) | |||||
| Perquisites and other personal benefits(12) | 0 | 0 | 10,000 | 10,000 | 0 | 10,000 | 10,000 | ||||||||
| Tax gross-up | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
| Market value of stock options vesting on termination | 0 | 0 | 0 | 2,412,735 | (13) | 0 | 2,412,735 | (13) | 2,412,735 | (13) | |||||
| Market value of restricted stock units and performance shares vesting on termination | 0 | 0 | 0 | 8,144,302 | (15) | 0 | 8,144,302 | (15) | 8,144,302 | (15) | |||||
| TOTAL | 0 | 0 | 110,962 | 13,296,037 | 0 | 12,585,342 | 11,204,942 |
| Payment or benefit | Voluntary termination by the NEO ($) | 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) | 605,769 | (2) | 2,988,462 | (3) | 0 | 0 | 0 | ||||||||||
| Pension/supplemental retirement plan(4) | 8,347,100 | 8,347,100 | 8,347,100 | 8,347,100 | 8,347,100 | 8,347,100 | 3,941,600 | (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 | 494,600 | (8) | 0 | ||||||||||||
| Healthcare benefits | 15,500 | 0 | 0 | 36,350 | (9) | 15,500 | (15) | 15,500 | (10) | 9,400 | (11) | |||||||||
| Perquisites and other personal benefits(12) | 10,000 | 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 | 952,450 | (13) | 0 | 952,450 | (13) | 952,450 | (13) | ||||||||||
| Market value of restricted stock units and performance shares vesting on termination | 0 | 0 | 0 | 7,195,756 | (14) | 0 | 7,628,897 | (14) | 7,628,897 | (14) | ||||||||||
| TOTAL | 8,372,100 | 8,347,100 | 8,962,869 | 19,530,118 | 8,372,600 | 17,448,547 | 15,542,347 | |||||||||||||
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 ($) | |||||||||||||
| Severance payments | 0 | 0 | (1) | 195,192 | (2) | 2,889,616 | (3) | 0 | 0 | 0 | ||||||||||
| Pension/supplemental retirement plan(4) | 681,570 | 681,570 | 681,570 | 681,570 | 681,570 | 802,440 | 802,440 | |||||||||||||
| Executive compensation deferral program(6) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| Life insurance benefits | 0 | 0 | 0 | 0 | 0 | 0 | 250,000 | (7) | ||||||||||||
| Disability benefits | 0 | 0 | 0 | 0 | 0 | 1,130,900 | (8) | 0 | ||||||||||||
| Healthcare benefits | 0 | 0 | 0 | 47,381 | (9) | 0 | 30,000 | (10) | 3,400 | (11) | ||||||||||
| Perquisites and other personal benefits(12) | 0 | 0 | 10,000 | 10,000 | 0 | 10,000 | 10,000 | |||||||||||||
| Tax gross-up | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| Market value of stock options vesting on termination | 0 | 0 | 0 | 868,019 | (13) | 0 | 868,019 | (13) | 868,019 | (13) | ||||||||||
| Market value of restricted stock units and performance shares vesting on termination | 0 | 0 | 0 | 6,517,064 | (14) | 0 | 6,921,647 | (14) | 6,921,647 | (14) | ||||||||||
| TOTAL | 681,570 | 681,570 | 886,762 | 11,013,649 | 681,570 | 9,763,006 | 8,855,506 | |||||||||||||
S. SINGH
| Payment or benefit | Voluntary termination by the NEO ($) | Termination by us for cause ($) | Termination by us without cause or by the NEO with good reason ($) | Termination by us without cause or by the NEO with good reason following a change in control ($) | Retirement ($) | Disability ($) | Death ($) | ||||||||
| Severance payments | 0 | 0 | (1) | 66,346 | (2) | 2,070,000 | (3) | 0 | 0 | 0 | |||||
| Pension/supplemental retirement plan(4) | 0 | 0 | 0 | 273,128 | 0 | 273,128 | 273,128 | ||||||||
| Executive compensation deferral program(6) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
| Life insurance benefits | 0 | 0 | 0 | 0 | 0 | 0 | 750,000 | (7) | |||||||
| Disability benefits | 0 | 0 | 0 | 0 | 0 | 1,675,900 | (8) | 0 | |||||||
| Healthcare benefits | 0 | 0 | 0 | 35,759 | (9) | 0 | 92,000 | (10) | 0 | (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 | 2,035,727 | (13) | 0 | 2,035,727 | (13) | 2,035,727 | (13) | |||||
| 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 | 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 |
| (2) | For 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 |
| (3) | For Mr. Begor, reflects the amount payable under the terms of his employment agreement. For NEOs other than Mr. Begor, reflects the value of lump-sum severance payment to a Tier I participant in the CIC Plan. |
| (4) | For Messrs. Begor, |
| (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 |
| (7) | For Mr. Ploder, reflects the executive life insurance death benefit payable assuming the executive’s death occurred on December 31, |
| (8) | Reflects the present value of the executive’s disability income benefits of $120,000 per annum as of December 31, |
| (9) | Reflects 24 months of health, dental and vision coverage using our COBRA premium rate. |
| (10) | Reflects the actuarial present value of the employer cost of providing |
| (11) | Reflects the actuarial present value of the employer cost of providing surviving spouse |
| (12) | Reflects the estimated cost to us of continuing financial planning and tax services for one year. |
| (13) | Pursuant to the applicable award agreement, executive would become immediately vested in all outstanding stock options. This value reflects the difference between the closing market price of the Company’s common stock ($ |
| Pursuant to our 2008 Omnibus Incentive Plan, 2023 Omnibus Incentive Plan, the applicable grant agreements and Mr. Begor’s employment agreement, |
| (a) | the value of unvested RSUs; | ||
| (b) | (i) | for a termination following a change in control, the value of the unvested performance shares, determined for each outstanding award as follows: | |
| (b) | (ii) | for a termination as a result of death or disability, the value of the unvested performance shares at December 31, | |
| Reflects the actuarial present value of the employer cost of providing | |
| Equifax Inc. | 2024 Proxy Statement | 91 |
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. The amounts include:
| • | annual incentive compensation earned during the fiscal year for termination due to retirement, job elimination, death or disability; |
| • | vested shares awarded under the |
| • | amounts contributed under the 401(k) Plan for termination due to retirement, job elimination, death or disability; |
| • | amounts contributed under executive compensation deferral programs for termination due to death |
| • | accrued but unused vacation pay and amounts accrued and vested under the USRIP and the SERP. |
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.
In the event of the retirement of an NEO, in addition to the items identified above, outstanding and unvested equity awards will be treated as followed:
| Equity Award Type | Treatment | |
| Premium-priced stock options granted under 2020 annual LTI program (6-year term; exercise price equal to 110% and 120% of closing stock price on grant date) | Award will continue to vest (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 | |
| Premium-priced stock options granted under 2021, 2022 and 2023 annual LTI program to | Award will continue to vest and remain exercisable for the remainder of the outstanding 7- or 8-year term, as applicable | |
| Market-priced stock options | Award will continue to vest and remain exercisable for the lesser of five years following the executive’s retirement or the remainder of the outstanding 10-year term | |
| Market-priced stock options granted to NEOs other than our CEO under 2022 annual LTI program | A portion of the award will continue to vest and remain exercisable for the lesser of five years following the executive’s retirement or the remainder of the outstanding 10-year term, and a portion of the award will be forfeited | |
| TSR performance shares | Award will remain eligible to vest, subject to completion of the performance milestones | |
| TSR performance shares granted to NEOs other than our CEO under 2022 annual LTI program | A portion of the award will remain eligible to vest, subject to completion of the performance milestones, and a portion of the award will be forfeited | |
| Adjusted EBITDA performance shares granted to our CEO | Award will remain eligible to vest, subject to completion of the performance milestones | |
| Adjusted EBITDA performance shares granted to NEOs other than our CEO under 2022 annual LTI program | A portion of the award will remain eligible to vest, subject to completion of the performance milestones, and a portion of the award will be forfeited | |
| Time-based RSUs | Award will continue to vest (except for RSUs granted to Mr. Begor, which would immediately vest) | |
| Time-based RSUs granted to NEOs other than our CEO under 2022 annual LTI program | A portion of the award will continue to vest, and a portion of the award will be forfeited | |
| TSR performance shares, premium-priced stock options and time-based RSUs granted to our CEO in July 2022 | Award will be forfeited |
In addition, in the event of retirement, our NEOs will:will receive reimbursement by the Company for:
| • | |
| • |
Mr. Ploder is also eligible to receive annual health reimbursement of up to approximately $10,000.
In the event of the death or disability of an NEO, in addition to the benefits listed 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 2023 Omnibus Incentive Plan, upon death or disability, the executive would become immediately vested in all outstanding RSUs, performance shares and stock options.
In February 2019, the Compensation Committee adopted the CIC Plan. The CIC Plan 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)73-74).
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 focus the team on shareholder objectives rather than how the outcome may affect them personally. The CIC Plan is not intended to replace or affect other compensation elements.
The CIC Plan provides the participating NEOs with severance benefits in the event that (i) a “change in control” of 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 duties, authority, or responsibilities; (ii) a material reduction in the NEO’s base salary (which for purposes of the CIC Plan shall mean a reduction of 10% or more) or the target percentage of base salary under the Annual Incentive Plan; (iii) a material reduction in the value of the NEO’s annual equity or long term incentive award opportunity; (iv) a relocation of the NEO’s primary work location of more than 35 miles; or (v) the material breach by the Company of the terms of the CIC Plan.
In order to be eligible to receive severance benefits, the NEO must execute a release of claims against the Company and comply with confidentiality, non-competition and non-solicitation restrictive covenants. In addition, severance benefits are subject to the Company’s clawback policy.
Annual Incentive Plan
Under the AIP, which is established pursuant tounder 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.job elimination. If there is a change in control event and an NEO is terminated without cause or terminates for “good reason,” payments for annual incentive opportunities would be made to the executive in the manner described under “Payments Made Upon a Change in Control” on page 73.94.
2008 Omnibus Incentive PlanPlans
Although subject to the discretion of the Compensation Committee, under the 2008 Omnibus Incentive Plan, 2023 Omnibus Incentive Plan and applicable award agreements, equity awards to our NEOs include a “double-trigger” change in control provision to limit accelerated vesting in the event of a change in control of Equifax to those situations where an executive is terminated without cause, the executive terminates for good reason or the acquirer fails to assume the awards.
Rabbi Trust
We maintain a trust agreement with an independent trustee establishing a springing rabbi trust for the purpose of funding benefits payable to participants (including participating NEOs) under our SERP. The trust is a grantor trust, irrevocable except in the event of an unfavorable ruling by the IRS as to the tax status of the trust or certain changes in tax law. It is currently funded with a nominal amount of cash. Future contributions will be made to the grantor trust if and when required by the provisions of the trust or at the discretion of the Company. If there is a change in control, the grantor trust must be fully funded, within 10 days following the change in control, with an amount equal to the entire benefit to which each participant would be entitled under the covered plan as of the date of the change in control (calculated on the basis of the present value of the projected future benefits payable under the covered plan). “Change in Control” is defined in substantially the same manner as in the CIC Plan described under “Payments Made Upon a Change in Control,” except that (i) there is no “double trigger”,trigger,” (ii) a business combination resulting in shareholders immediately prior to the combination owning equal to or less than two-thirds of the Company’s common stock constitutes a change in control, (iii) a business combination in which there is not a change in at least a majority of the members of the Board of Directors does not constitute a change in control and (iv) a change in a majority of the members of the Board of Directors does not constitute a change in control. The assets of the grantor trust are required to be held separate and apart from the other funds of Equifax and its subsidiaries, but remain subject to the claims of general creditors under applicable state and federal law.
As required by Item 402(u) of Regulation S-K, we are providing the following information concerning the ratio of the pay of our CEO to the median pay of all other employees.
| • | For fiscal | |
| • | The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described below. | |
| We chose November 30th as the determination date to identify our median | ||
| Our employee population on November 30, | ||
| To identify our median employee, we used annual base salary as of November 30, | ||
In accordance with rules adopted by the Securities and Exchange Commission, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
| Summary | Average Summary Compensation | Average Compensation | Value of Initial Fixed $100 Investment based on:(4) | |||||||||||||
| Year | Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1)(2)(3) ($) | Table Total for Non-PEO NEOs(1) ($) | Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | TSR ($) | Peer Group TSR ($) | Net Income(5) ($ Millions) | Adjusted EBITDA(6) ($ Millions) | ||||||||
| 2023 | 13,049,808 | 32,135,116 | 6,197,654 | 8,375,169 | 182.23 | 104.72 | 552 | 1,694 | ||||||||
| 2022 | 37,245,853 | (19,023,223 | ) | 3,705,930 | (4,976,312 | ) | 142.15 | 94.38 | 700 | 1,722 | ||||||
| 2021 | 16,065,575 | 84,901,421 | 3,997,020 | 13,836,953 | 212.44 | 116.82 | 749 | 1,670 | ||||||||
| 2020 | 13,701,224 | 50,134,364 | 3,470,581 | 8,371,189 | 139.00 | 86.25 | 526 | 1,495 | ||||||||
| (1) | The PEO for each year was Mark W. Begor. The individuals comprising the Non-PEO NEOs for each year are listed below. |
| (2) | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table total with certain adjustments as described in footnote 3 below. |
| (3) | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year. |
| (4) | The Peer Group TSR set forth in this table utilizes the S&P 500 Banks Index (Industry Group), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P 500 Banks Index (Industry Group), respectively. Historical stock performance is not necessarily indicative of future stock performance. |
| (5) | This column presents the Company’s consolidated net income as reported in our Form 10-K for each covered year. |
| (6) | We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. This performance measure may not have been the most important financial performance measure for years 2022, 2021, and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. Adjusted EBITDA is defined in Annex A to this Proxy Statement. |
| (1) | The PEO for each year wasMark W. Begor. The individuals comprising the Non-PEO NEOs for each year are listed below. |
| 2020-2021 | 2022 | 2023 |
| John W. Gamble, Jr. | John W. Gamble, Jr. | John W. Gamble, Jr. |
| Rodolfo O. Ploder | Rodolfo O. Ploder | Rodolfo O. Ploder |
| Sid Singh | Sid Singh | Bryson R. Koehler |
| Bryson R. Koehler | Bryson R. Koehler | Todd Horvath |
| John J. Kelley III |
| (2) | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table total with certain adjustments as described in footnote 3 below. |
| (3) | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year. |
| Year | Summary Compensation Table Total for PEO ($) | Exclusion of Change in Pension Value for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($) | Inclusion of Pension Service Cost for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | ||||||
| 2023 | 13,049,808 | — | (10,100,052) | — | 29,185,360 | 32,135,116 |
| Year | Average Summary Compensation Table Total for Non- PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non- PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | ||||||
| 2023 | 6,197,654 | (265,575) | (4,550,042) | 223,150 | 6,769,982 | 8,375,169 |
| Equifax Inc. | 2024 Proxy Statement | 96 |
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | |||||||
| 2023 | 12,983,733 | 15,637,230 | — | 564,397 | — | — | 29,185,360 |
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non- PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | |||||||
| 2023 | 5,959,470 | 736,953 | — | 73,559 | — | — | 6,769,982 |
| (4) | The Peer Group TSR set forth in this table utilizes the S&P 500 Banks Index (Industry Group), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P 500 Banks Index (Industry Group), respectively. Historical stock performance is not necessarily indicative of future stock performance. |
| (5) | This column presents the Company’s consolidated net income as reported in our Form 10-K for each covered year. |
| (6) | We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. This performance measure may not have been the most important financial performance measure for years 2022, 2021, and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. Adjusted EBITDA is defined in Annex A to this Proxy Statement. |
| Equifax Inc. | 2024 Proxy Statement | 97 |
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years, and the Peer Group TSR over the same period.
&
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Consolidated Net Income during the four most recently completed fiscal years.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| Equifax Inc. | 2024 Proxy Statement | 98 |
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA during the four most recently completed fiscal years.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA
The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2023 to Company performance. The measures in this table are not ranked.
| Adjusted EBITDA |
| Revenue |
| TSR |
| Relative TSR |
| Equifax Inc. | 2024 Proxy Statement | 99 |
The following table shows information, as of December 31, 2020,2023, concerning shares of the Company’s common stock authorized for issuance under the Company’s equity compensation plans.
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights(1)(2) (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |||||
| Equity compensation plans approved by shareholders | 2,758,867 | (3) | $ | 137.01 | 7,426,670 | (4) | ||
| Equity compensation plans not approved by shareholders | 0 | $ | 0 | 0 | ||||
| Total Equity Compensation Plans | 2,758,867 | $ | 137.01 | 7,426,670 | ||||
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights(1)(2) (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |||||||
| Equity compensation plans approved by shareholders | 3,131,507 | (3) | $ | 171.93 | 4,565,046 | |||||
| Equity compensation plans not approved by shareholders | 0 | $ | 0 | 0 | ||||||
| Total Equity Compensation Plans | 3,131,507 | $ | 171.93 | 4,565,046 | ||||||
| (1) | The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding awards of RSUs and performance shares, which have no exercise price. |
| (2) | The weighted-average remaining contractual term of the Company’s outstanding options as of December 31, |
| (3) | This number includes |
See Part II, Item 8, “Financial Statements and Supplementary Data,,” of our 20202023 Annual Report on Form 10-K in the Notes to Consolidated Financial Statements at Note 8, “Stock-Based Compensation,” for further information regarding our equity compensation plans.
The Compensation, Human Resources and Management Succession Committee (the “Compensation Committee”) has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based upon this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
Submitted by the Compensation Committee:2023.
| Submitted by the Compensation Committee: | |||
| Robert D. Marcus (Chair) | Mark L. Feidler | ||
* * *
The table below sets forth the compensation received by our non-management directors during 2020:2023:
DIRECTOR COMPENSATION TABLE
| Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | ||||
| Mark L. Feidler | 211,161 | 170,112 | 5,000 | 386,273 | ||||
| G. Thomas Hough | 117,500 | 170,112 | 0 | 287,612 | ||||
| Robert D. Marcus | 120,000 | 170,112 | 10,311 | 300,423 | ||||
| Siri S. Marshall | 116,338 | 170,112 | 170 | 286,620 | ||||
| Scott A. McGregor | 120,000 | 170,112 | 10,000 | 300,112 | ||||
| John A. McKinley | 132,500 | 170,112 | 311 | 302,923 | ||||
| Robert W. Selander | 117,500 | 170,112 | 10,000 | 297,612 | ||||
| Melissa D. Smith(4) | 15,102 | 175,004 | 0 | 190,106 | ||||
| Elane B. Stock(5) | 95,075 | 170,112 | 10,000 | 275,187 | ||||
| Heather H. Wilson | 107,323 | 170,112 | 10,000 | 287,435 |
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation(2) ($) | Total ($) | ||||||||
| Mark L. Feidler | 272,500 | 200,001 | 5,359 | 477,860 | ||||||||
| Karen L. Fichuk(3) | 91,890 | 400,183 | 5,000 | 497,073 | ||||||||
| G. Thomas Hough | 128,242 | 200,001 | 359 | 328,602 | ||||||||
| Robert D. Marcus | 125,000 | 200,001 | 10,359 | 335,360 | ||||||||
| Scott A. McGregor | 120,000 | 200,001 | 359 | 320,360 | ||||||||
| John A. McKinley | 135,000 | 200,001 | 5,359 | 340,360 | ||||||||
| Robert W. Selander(4) | 40,350 | 0 | 10,000 | 50,350 | ||||||||
| Melissa D. Smith | 112,500 | 200,001 | 0 | 312,501 | ||||||||
| Audrey Boone Tillman | 109,890 | 200,001 | 359 | 310,250 | ||||||||
| Heather H. Wilson(5) | 120,000 | 200,001 | 0 | 320,001 | ||||||||
| (1) | |
| Represents the grant date fair value for RSU awards made on May | |
| Reflects the market price of annual membership to certain of our credit monitoring products and Company-matching charitable contributions under the Equifax Matching Gift Program. Under this program, the Company will match contributions to eligible non-profit organizations, up to a maximum of $10,000 per director per calendar year. In | |
| (5) | Heather Wilson resigned from the Board on October 17, 2023. |
Director cash compensation in 20202023 consisted of an annual cash retainer of $90,000 and an annual cash retainer of $27,500$30,000 for the Audit Committee Chair, $22,500$25,000 for the Compensation Committee Chair, $15,000$20,000 for the Governance Committee Chair and $27,500$30,000 for the Technology Committee Chair. An annual cash retainer is also paid, in the amount of $15,000 for Audit Committee members, $12,500 for Compensation Committee members, $7,500$10,000 for Governance Committee members and $15,000 for Technology Committee members. An annual cash retainer of $100,000$150,000 was paid to Mr. Feidler as Independent Chairman. Effective January 1, 2021, the annual cash retainers for the Audit Committee Chair increased to $30,000, the Compensation Committee Chair increased to $25,000, the Governance Committee Chair and members increased to $20,000 and $10,000, respectively, and the Technology Committee Chair increased to $30,000.
By paying directors an annual retainer, the Company compensates each non-management director for his or her role and judgment as an advisor to the Company, rather than for his or her attendance or effort at individual meetings. Directors with added responsibility are recognized with higher cash compensation as noted above.
EachUpon joining our Board, each independent director receives an initial anda one-time grant of RSUs with a grant date fair value of $200,000 under our shareholder-approved Omnibus Incentive Plan. In addition, each independent director receives an annual long-term incentive grant of RSUs under our shareholder-approved 2008 Omnibus Incentive Planwith a grant date fair value of $200,000 on the date of the annual meeting of shareholders to further align their interests with those of our shareholdersshareholders. The initial and to attract and retain highly-qualified directors through equity ownership. For 2020, directors received a fixed value in shares, computed as of the grant date ($175,000 for initial one-time grant to new directors and $170,000 for annual grant). The annual grants vest three years and initial grants vest one year, and three years, respectively, after the grant date, with accelerated vesting in the event of the director’s death, disability, retirement or a change in control of the Company. These equity grants are designed to further align the interests of our directors with those of our shareholders and to attract and retain highly-qualified directors through equity ownership. RSUs granted to directors accrue dividend equivalent units. Effective January 1, 2021, the annual grant value increased to $180,000.
On February 10, 2023, Karen Fichuk received a one-time grant of RSUs with a grant date fair value of $200,000 in connection with her election to the Board. On May 4, 2023, each independent director then serving received an annual long-term incentive grant of RSUs with a grant date fair value of $200,000.
Each independent director is required to own Equifax common stock with a market value of at least five times his or her annual cash retainer. New directors have five years to achieve the ownership requirement. Under our insider trading policy, our directors are prohibited from purchasing or selling financial instruments (including prepaid variable forward contracts, equity swaps, collars, exchange funds and other derivative securities), or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Equifax securities. We also prohibit our directors from holding our stock in a margin account or pledging our stock as collateral for a loan.
EachThe Equifax 2005 Director Deferred Compensation Plan was frozen by the Board, effective as of December 31, 2021, and no deferral elections may be made under the plan in respect of compensation earned for services performed after such date. Prior to the freezing of the plan, each director maycould elect to defer receipt of up to 100% of his or her stock-based or cash retainer fees. TheA director who elected to defer his or her fees is credited with a number of share units having an equivalent value at the end of each quarter based on his or her advance deferral election, with credit for dividends beginning with grants made in 2020. Share units are equivalent to shares of the Company’s common stock, except that share units have no voting rights. In general, amounts deferred are not paid until the director retires from the Board. However, directors may also establish sub-accounts from which amounts are to be paid on specific pre-retirement timetables established by the director. At the end of the applicable deferral period, the director receives a share of common stock for each share unit awarded. Such shares are received either in a lump sum or over a period not to exceed 15 years for retirement distributions, or up to five years for a scheduled withdrawal, as elected in advance by each director.
EachThe Director and Executive Stock Deferral Plan was frozen by the Board, effective as of December 31, 2021, and no deferral elections may be made under the plan in respect of compensation earned for services performed after such date. Prior to the freezing of the plan, each director maycould elect to defer up to 100% of his or her annual and/or new director RSU grant, including dividend equivalent units, plus taxes otherwise due upon the vesting of RSUs. TheA director who elected to defer his or her annual and/or new director RSU grant is credited with a number of share units as of the vesting date based on his or her advance deferral election. In general, amounts deferred under the plan are not paid until the director retires from the Board. However, directors may also establish sub-accounts from which amounts are to be paid on specific pre-retirement timetables established by the director. Amounts deferred are paid in shares of our common stock, at the director’s option, either in a lump sum or in annual installments over a period of up to 15 years for retirement distributions, or up to five years for a scheduled withdrawal. We make no contributions to this plan, but we pay all costs and expenses incurred in its administration.
The Equifax Inc. Board of Directors Deferred Compensation Plan was adopted by the Board, effective as of November 4, 2021. This nonqualified plan allows for non-employee members of the Board to defer the receipt of compensation earned for services performed in calendar years commencing on or after January 1, 2022. The plan is a tax deferred compensation program and provides a tax favorable vehicle for deferring stock-based and cash retainer fees. Under the plan, a director may defer up to 100% of his or her stock-based and/or cash retainer fees. Any compensation that is deferred by a director is credited in shares of deferred stock, which are notional shares equal in value to one share of our common stock. If any cash dividends or other distributions are paid with respect to our common stock between the date the deferred stock is credited to the director’s account under the plan and the date the deferred stock is delivered to the director, dividend equivalent units will be credited in respect of the director’s deferred stock and will be deemed reinvested in additional deferred stock. Deferred stock credited to the plan is paid in shares of our common stock.
Amounts deferred under the Equifax Inc. Board of Directors Deferred Compensation Plan are paid, at the director’s option, either in a lump sum or in annual installments over a period of up to 10 years for distributions upon a termination of services as a member of the Board, or up to five years for a scheduled withdrawal. Participants in the Equifax Inc. Board of Directors Deferred Compensation Plan will be charged a proportionate share of the administrative fees incurred in connection with its administration.
| Equifax Inc. | 2024 Proxy Statement | 103 |
Security Ownership of Management and Certain Beneficial Owners
The table below contains information as of March 5, 2021,1, 2024, unless otherwise indicated, with respect to the beneficial ownership of the Company’s common stock by each person the Company believes beneficially holds more than 5% of the outstanding shares of the Company’s common stock, based solely on the Company’s review of SEC filings.
| Beneficial Ownership of Common Stock | ||||
| Name and Address of Beneficial Owner | Number of Shares | % of Class(1) | ||
| The Vanguard Group(2) | 12,713,461 | 10.4% | ||
| Massachusetts Financial Services Company(3) | 10,736,003 | 8.8% | ||
| Capital International Investors(4) | 8,823,398 | 7.2% | ||
| BlackRock, Inc.(5) | 7,806,762 | 6.4% | ||
| T. Rowe Price Associates, Inc.(6) | 7,662,303 | 6.3% | ||
| Generation Investment Management LLP(7) | 6,203,314 | 5.1% | ||
| Beneficial Ownership of Common Stock | ||||
| Name and Address of Beneficial Owner | Number of Shares | % of Class(1) | ||
| The Vanguard Group(2) | 13,895,487 | 11.2% | ||
| Capital International Investors(3) | 13,876,868 | 11.2% | ||
| BlackRock, Inc.(4) | 10,522,370 | 8.5% | ||
| (1) | Based upon |
| (2) | Based on a Schedule 13G/A filed on February |
| (3) | Based on a Schedule |
| (4) | Based on a Schedule 13G/A filed on |
The table below contains information as of March 5, 20211, 2024 (except where otherwise indicated), concerning the beneficial ownership of Company common stock by (i) each director and nominee, (ii) each NEO listed in the Summary Compensation Table, and (iii) all directors, nominees and other executive officers as a group. Except as otherwise noted, the named individuals had sole voting and investment power with respect to such securities. In accordance with our insider trading policy, none of these shares were pledged or hedged. All persons named in the table can be reached at 1550 Peachtree Street, N.W., Atlanta, Georgia 30309.
| Name | Number of Shares Owned(1) | Exercisable Stock Options(2) | Number of Deferred Share Equivalent Units(3) | % of Common Stock Outstanding(4) | ||||
| Mark W. Begor | 8,203 | 184,577 | 0 | * | ||||
| Mark L. Feidler | 20,201 | (5) | 0 | 5,921 | * | |||
| John W. Gamble, Jr. | 36,455 | 38,497 | 0 | * | ||||
| Bryson R. Koehler | 0 | 8,984 | 0 | * | ||||
| G. Thomas Hough | 5,358 | 0 | 4,134 | * | ||||
| Robert D. Marcus | 11,551 | 0 | 0 | * | ||||
| Siri S. Marshall | 5,459 | 0 | 39,301 | * | ||||
| Scott A. McGregor | 4,528 | 0 | 0 | * | ||||
| John A. McKinley | 17,595 | 0 | 23,411 | * | ||||
| Rodolfo O. Ploder | 51,709 | 28,810 | 0 | * | ||||
| Robert W. Selander | 2,926 | 0 | 0 | * | ||||
| Sid Singh | 15,074 | 10,558 | 0 | * | ||||
| Melissa D. Smith | 0 | 0 | 0 | * | ||||
| Audrey Boone Tillman | 0 | 0 | 0 | * | ||||
| Heather H. Wilson | 1,394 | 0 | 0 | * | ||||
| All directors, nominees and executive officers as a group (22 persons including those named above)(6) | 812,193 | 366,291 | 81,162 | 1.03% |
| Name | Number of Shares Owned(1) | Exercisable Stock Options(2) | Number of Deferred Share Equivalent Units(3) | % of Common Stock Outstanding(4) | |||||||||||
| Mark W. Begor | 134,201 | (5) | 426,309 | 49,359 | (6) | * | |||||||||
| Mark L. Feidler | 23,011 | (7) | 0 | 5,903 | * | ||||||||||
| Karen L. Fichuk | 0 | 0 | 394 | * | |||||||||||
| John W. Gamble, Jr. | 53,244 | 80,927 | 0 | * | |||||||||||
| Bryson R. Koehler | 11,536 | 79,345 | 0 | * | |||||||||||
| Todd M. Horvath | 0 | 0 | 0 | * | |||||||||||
| G. Thomas Hough | 5,345 | 0 | 6,945 | * | |||||||||||
| Robert D. Marcus | 13,467 | 0 | 2,112 | * | |||||||||||
| Scott A. McGregor | 7,320 | 0 | 0 | * | |||||||||||
| John A. McKinley | 13,907 | 0 | 23,340 | * | |||||||||||
| Rodolfo O. Ploder | 68,589 | 53,304 | 0 | * | |||||||||||
| Melissa D. Smith | 2,814 | 0 | 0 | * | |||||||||||
| Audrey Boone Tillman | 15 | 0 | 2,641 | * | |||||||||||
| All directors, nominees and executive officers as a group (21 persons including those named above)(8) | 1,000,136 | 824,410 | 90,694 | 1.66% | |||||||||||
| * | Less than one percent. |
| (1) | Includes shares held of record and Company shares owned through a bank, broker, trust or other nominee. It also includes all shares owned through our 401(k) Plan, vested RSUs and related dividend equivalent units. Excludes unvested RSUs and related unvested dividend equivalent units for: Mr. Begor |
| (2) | This column lists the number of shares that the directors, nominees and executive officers had a right to acquire as of or within 60 days after March |
| (3) | Reported in this column are share equivalent units credited to a director or executive officer account under the Company’s Director and Executive Stock Deferral Plan and/or Director Deferred Compensation Plan. The units track the performance of Company common stock but do not confer on the holder voting or investment power over shares of common stock. The units are payable in shares on final distribution and |
| (4) | Based upon |
| (5) | Includes 125,943 shares held in grantor retained annuity trusts for which Mr. Begor is the sole trustee. |
| (6) | Amount does not include equity subject to a deferral election but not yet vested. See page 72 for more information regarding our CEO’s irrevocable elections to defer $67 million of equity (including equity granted to him as part of the 2022 performance-oriented award) over a ten-year period following his retirement from Equifax. |
| (7) | Includes 7,823 shares held in a 501(c)(3) charitable family foundation in which Mr. Feidler has no pecuniary interest. |
| Includes 600,000 shares (0.5% of the shares outstanding on March |
Delinquent Section 16(a) Reports
The Audit Committee consists of the four directors named below. The Audit Committee operates pursuant to a written charter adopted by the Board of Directors, which is reviewed annually by the Audit Committee. The Board has determined that each member of the Audit Committee is independent and qualified to serve in accordance with the NYSE listing standards, applicable SEC rules and the Audit Committee charter.
Section 16(a) ofThe Audit Committee assists the Securities Exchange Act of 1934 requiresBoard in its oversight of: (i) the Company’s directors, executive officers, and persons who own more than ten percent of a registered classintegrity of the Company’s equity securities,financial statements and other financial information provided to file reportsits shareholders; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the qualifications, independence and performance of securities ownershipthe Company’s independent auditor; (iv) the performance of the Company’s internal audit function; (v) and changesthe integrity of the Company’s internal control over financial reporting and its financial reporting processes. The Audit Committee also oversees risk management with respect to cybersecurity in such ownershipcoordination with the SEC. Directors, executive officers and greater than ten percent shareholders also are required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file. Based upon a review of copies of such forms furnished to the Company and written representations provided by the reporting persons, the Company believes that all Section 16(a) filing requirements were timely met in 2020, except for one Form 4 for each of Ms. Marshall and Ms. Stock that was filed late due to an administrative error.
Audit Committee ReportTechnology Committee.
Management of the Company is responsible for the preparation and presentation of the Company’s financial statements, the effectiveness of internal control over financial reporting, and maintaining procedures that are reasonably designed to assure compliance with accounting standards and applicable laws and regulations. The Company’s independent registered public accounting firm, Ernst & Young LLP, is responsible for performing an independent audit of the consolidated financial statements and of the Company’s internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”). The Audit Committee’s responsibility is to monitor and oversee these processes on behalf of the Board of Directors.
In fulfilling ourits oversight responsibilities, we havethe Audit Committee has reviewed and discussed with management and Ernst & Young the audited financial statements for the fiscal year ended December 31, 2020. We2023. The Audit Committee has reviewed and discussed with management and Ernst & Young the quarterly financial statements for each quarter in such fiscal year, management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020,2023, Ernst & Young’s evaluation of the Company’s internal control over financial reporting as of that date, and audit plans and results. We haveThe Audit Committee has also discussed with Ernst & Young the matters required to be discussed with the independent auditor by the applicable requirements of the PCAOB.
We haveThe Audit Committee has received from Ernst & Young the written disclosures required by applicable requirements of the PCAOB Rule 3526, Communicationsregarding Ernst & Young’s communications with the Audit Committees Concerning Independence,Committee concerning independence, and havehas discussed with Ernst & Young its independence. We haveThe Audit Committee has also considered whether the provision of specific non-audit services by Ernst & Young is compatible with maintaining its independence and believedetermined that the services provided by Ernst & Young for fiscal year 20202023 were compatible with, and did not impair, its independence.
In reliance on the reviews and discussions referred to above, we havethe Audit Committee has recommended to the Board of Directors that the financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
2023.
| Submitted on February | ||||
| G. Thomas Hough (Chair) | Karen L. Fichuk | Scott A. McGregor | John A. McKinley | |
PROPOSAL3 | Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for |  |
The Audit Committee has selected Ernst & Young LLP (“Ernst & Young”) as the Company’s independent registered public accounting firm for fiscal year 2021,
The Audit Committee has selected Ernst & Young LLP (“Ernst & Young”) as the Company’s independent registered public accounting firm for fiscal year 2024, and the Board is asking shareholders to ratify that selection. Although current laws, rules, and regulations, as well as the charter of the Audit Committee, require the Audit Committee to engage, retain, and supervise the Company’s independent registered public accounting firm, the Board considers the selection of the independent registered public accounting firm to be an important matter of shareholder concern and is submitting the selection of Ernst & Young for ratification by shareholders as a matter of good corporate practice. Additionally, in conjunction with the mandated rotation of the Audit Firm’s lead engagement partner, the Audit Committee and its chair are directly involved in the selection of Ernst & Young’s new lead engagement partner. The members of the Audit Committee and the Board believe that the continued retention of Ernst & Young is in the best interests of the Company and its shareholders. If the shareholders do not ratify the selection of Ernst & Young, the Audit Committee will review the Company’s relationship with Ernst & Young and take such action as it deems appropriate, which may include continuing to retain Ernst & Young as the Company’s independent registered public accounting firm.
Ernst & Young has served as our independent registered public accounting firm since 2002. A representative of Ernst & Young will be available during the 2024 Annual Meeting to make a statement if such representative desires to do so and to respond to appropriate questions.
Independent Registered Public Accounting Firm Fees
The following table sets forth the fees of Ernst & Young for services rendered to the Company for the fiscal years ended December 31, 2023 and 2022:
Ernst & Young has served as our independent registered public accounting firm since 2002. A representative of Ernst & Young will be available during the 2021 Annual Meeting to make a statement if such representative desires to do so and to respond to appropriate questions.
Independent Registered Public Accounting Firm Fees
The following table sets forth the fees of Ernst & Young for services rendered to the Company for the fiscal years ended
December 31, 2020 and 2019:
AUDIT AND NON-AUDIT FEES
| Fee Category | 2020 | 2019 | ||||||
| Audit Fees(1) | $ | 6,206,503 | $ | 6,231,215 | ||||
| Audit-Related Fees(2) | 19,029 | 19,218 | ||||||
| Tax Fees(3) | 1,085,873 | 1,354,920 | ||||||
| All Other Fees(4) | 7,170 | 7,200 | ||||||
| TOTAL | $ | 7,318,575 | $ | 7,612,553 | ||||
| Fee Category | 2023 | 2022 | |||||||
| Audit Fees(1) | $ | 7,103,720 | $ | 5,814,144 | |||||
| Audit-Related Fees(2) | 331,250 | 0 | |||||||
| Tax Fees(3) | 853,690 | 541,737 | |||||||
| All Other Fees(4) | 8,890 | 5,200 | |||||||
| TOTAL | $ | 8,297,550 | $ | 6,361,081 | |||||
| (1) | Consists of fees and expenses for professional services rendered for the integrated audit of our annual consolidated financial statements and internal control over financial reporting and review of the interim consolidated financial statements included in our quarterly reports to the SEC, and services normally provided by the Company’s independent registered public accounting firm in connection with statutory and regulatory filings or engagements, accounting consultations on matters addressed during the audit or interim reviews, and SEC filings, including comfort letters, consents and comment letters. |
| (2) | Consists of fees and expenses for services that reasonably are related to the performance of the audit, review of our consolidated financial statements or diligence-related efforts and are not reported under “Audit Fees.” | ||
| (3) | Consists of fees and expenses for professional services related to tax planning and tax advice. | ||
| (4) | Consists of fees for products and services provided by Ernst & Young which are not included in the first three categories above. |
| Equifax Inc. | 2024 Proxy Statement | 107 |
Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services Performed by the Independent Registered Public Accounting Firm
The Company maintains a pre-approval policy that mandates that the Audit Committee approve the audit and non-audit services in advance. All audit and non-audit services for the fiscal year ended December 31,
To avoid potential conflicts of interest in maintaining auditor independence, the law prohibits a publicly traded company from obtaining certain non-audit services from its independent registered public accounting firm. In
Questions and Answers about the Annual MeetingHow do I attend the 2024 Annual Meeting?
Only Equifax shareholders as of the March 1, 2024 record date are entitled to attend the 2024 Annual Meeting in person. Our 2024 Annual Meeting will be held using a “hybrid” in-person and virtual format. Shareholders of record can attend the meeting in person or virtually using the meeting webcast, as described below: Attend in person. To attend the meeting in person, you must be a shareholder as of the record date. In addition, you will be required to present proof of stock ownership and a valid government-issued photo ID. If your shares are held in the name of a bank, broker or other holder of record (also known as “street name”) and you wish to attend the meeting, you must present proof of ownership as of the record date, such as the voting instruction card that is sent to you or a current bank or brokerage account statement. Please note that cameras, sound or video recording equipment, or other similar equipment, electronic devices, large bags, briefcases or packages will not be allowed in the meeting room.
The meeting website will be active beginning approximately 15 minutes before the meeting start time, to allow time for you to log-in and test your device. We encourage you to access the website in advance of the designated start time. How do I ask questions at the 2024 Annual Meeting? Shareholders as of the March 1, 2024 record date will be able to submit questions during the meeting by (i) attending in person or (ii) by accessing the meeting at www.virtualshareholdermeeting.com/EFX2024 using their 16-digit control number, typing the question into the “Ask a Question” field, and clicking submit. Only questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, products and services or individual disputes, are not pertinent to meeting matters and therefore will not be answered. Who may vote at the 2024 Annual Meeting? Shareholders as of the close of business on March 1, 2024 may vote at the 2024 Annual Meeting. As of such date, there were 124,231,120 shares of Company common stock outstanding, each entitled to one vote. How do I vote shares at the 2024 Annual Meeting? Shareholders who have not voted their shares prior to the meeting or who wish to change their vote will be able to vote their shares at the 2024 Annual Meeting by: (i) attending in person; or (ii) by accessing the meeting at www.virtualshareholdermeeting.com/EFX2024, entering their 16-digit control number and clicking “Vote Here” on the meeting website. Whether or not shareholders plan to attend the meeting, they are encouraged to vote their shares prior to the meeting by one of the methods described in the proxy materials. Shareholders may continue to use the proxy materials to vote their shares in connection with the meeting. Shareholders who have already voted do not need to vote again unless they wish to change their prior vote. How can I review the list of shareholders entitled to vote? For those attending in person, a printed copy of the shareholders of record will be available for examination by shareholders at the physical meeting location in St. Louis, Missouri. For those attending virtually, an electronic list of the shareholders of record as of the record date will be available for examination by shareholders at www.virtualshareholdermeeting.com/EFX2024 during the meeting. Shareholders attending virtually will need to enter their 16-digit control number to access the shareholder list.
Can I attend the meeting if I am not a shareholder? Only Equifax shareholders as of the record date are entitled to attend the 2024 Annual Meeting. Non-shareholders may access the live meeting webcast, but will not be eligible to vote or submit questions. If you do not have a 16-digit control number, you may still attend the meeting as a guest in listen-only mode. To attend as a guest, please access www.virtualshareholdermeeting.com/EFX2024 and enter the information requested on the screen to register as a guest. Please note that you will not have the ability to ask questions, vote or examine the list of shareholders during the meeting if you participate as a guest. A replay of the virtual annual meeting webcast will be available on our investor relations website through June 30, 2024. What if during the meeting I have technical difficulties or trouble accessing the virtual meeting website? On the morning of the Annual Meeting, we will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting please call the toll-free number that will be available on the morning of the meeting. What is the difference between holding shares as a registered shareholder and as a beneficial owner? If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered the “registered stockholder” of those shares. We mail the proxy materials and our Annual Report to you directly. If your shares are held in street name with a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of the shares that are registered in street name. In this case, the proxy materials and our Annual Report will be forwarded to you by your broker, bank, or other nominee. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares by following the voting instructions included in the materials. Employees with shares allocated in an employee benefit plan account will vote shares allocated to their benefit plan account electronically and will not receive a paper mailing for those shares. Employees should review the information on procedures for voting by employees on page 111. What am I voting on and what are the Board’s voting recommendations?
Can other matters be decided at the 2024 Annual Meeting?
The Company is not aware, as of the date of this Proxy Statement, of any other matters to be voted on at the 2024 Annual Meeting. If any other matters are properly brought before the meeting for a vote, the persons named as proxies on the proxy card will vote all shares represented at the meeting (other than shares that are voted by the holder during the meeting) on such matters in accordance with the Board’s recommendation.
What is the procedure for voting? Shareholders of record Shareholders of record may attend and cast their votes by attending the 2024 Annual Meeting in person or virtually, as described on page 109. In addition, shareholders of record may cast their vote by proxy and participants in the Company’s benefit plans described on page 111may submit their voting instructions by:
Signing, completing and returning a proxy card (if you received one) in the provided postage-paid envelope. Votes cast through internet and telephone voting procedures are authenticated by use of a personal identification number. This procedure allows shareholders to appoint a proxy (or Company benefit plan participants to provide voting instructions) and to confirm that their actions have been properly recorded. Specific instructions to be followed are set forth on the proxy materials email or proxy card (if you received one). Beneficial owners If you are the beneficial owner of shares held in “street name,” you have the right to direct your bank, broker or other nominee on how to vote your shares by using the voting instruction form provided to you by them, or by following their instructions for voting through the Internet or by telephone. In the alternative, you may attend and cast your vote during the meeting as described on page 109. If you are a beneficial owner but do not have a control number, you may gain access to the meeting by contacting your broker or by following the instructions included with your proxy materials. In order for your shares to be voted on all matters presented at the meeting, we urge all shareholders whose shares are held in street name by a bank, brokerage firm or other nominee to provide voting instructions to your bank, brokerage firm or other nominee. Can I change my proxy vote? Yes. If you are a registered shareholder, you can change your proxy vote or revoke your proxy at any time before the 2024 Annual Meeting by:
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| • | Delivering a written revocation of your proxy to | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| • | Returning a signed proxy card with a later date; or | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| • | Voting during the Annual Meeting. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
If you are a beneficial owner of shares, you can submit new voting instructions by contacting your broker, bank or other nominee. You can also vote during the 2024 Annual Meeting as described above.
Your attendance at the 2024 Annual Meeting does not revoke your proxy. Unless you vote during the meeting, your last valid proxy prior to or at the 2024 Annual Meeting will be used to cast your vote.
What if I return my proxy card but do not provide voting instructions?
Proxies that are signed and returned but do not contain voting instructions will be voted:
How many shares must be present
| • | FOR the election of the nine director nominees listed in Proposal 1. |
| • | FOR the advisory vote to |
| • | FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2024 fiscal year (Proposal 3). |
In accordance with the Board’s recommendation by the individuals named as proxy holders in the proxy card, if any other matters are properly brought before the 2024 Annual Meeting.
How do I vote if I participate in one of the Company’s 401(k) or defined contribution plans?
Participants in the Equifax Inc. 401(k) Plan and the Equifax Canada Retirement Savings Program for Salaried Employees (collectively, the “Company Plans”) may instruct the applicable plan trustee how to vote all shares of Company common stock allocated to their accounts. To allow sufficient time for the plan trustees to vote, the trustees must receive your voting instructions no later than 11:59 p.m., Eastern Time, on April 30, 2024. The 401(k) Plan trustee will vote shares for which it has not received instructions in the same proportion as the shares for which it has received instructions. The Canada Retirement Savings Program trustee will only vote those plan shares for which voting instructions are received prior to this deadline. Participants in the Company Plans may not vote the shares owned through such plans after this deadline, including at the Annual Meeting.
How many shares must be present to hold the 2024 Annual Meeting?
In order for us to lawfully conduct business at our 2024 Annual Meeting, a majority of the shares outstanding and entitled to vote as of March 1, 2024 must be present or represented by proxy. This is referred to as a quorum. Your shares are counted as present at the meeting if you attend the 2024 Annual Meeting and vote during the meeting or if you properly return a proxy
In order for us
| Equifax Inc. | 2024 Proxy Statement | 111 |
by Internet, by telephone, or by mail in advance of the meeting and do not revoke the proxy. If a quorum is not present, the meeting may be adjourned from time to time until a quorum is present.
Will my shares be voted if I do not provide my proxy or instruction card?
Registered Shareholders
If your shares are registered in your name, your shares will not be voted unless you provide a proxy by Internet,internet, telephone or mail, or vote during the 20212024 Annual Meeting.
Plan Participants
If you are a participant in one of our employee 401(k) or defined contribution plans and you do not provide timely instructions to the plan trustee, shares allocated to your account(s) will be voted by the plan trustee depending on the terms of your plan and other legal requirements.
Beneficial Owners
If you hold shares through an account with a broker and you do not provide voting instructions, under NYSE rules, your broker may vote your shares on routine matters only. The ratification of the appointment of Ernst & Young LLP (Proposal 3) is considered a routine matter, and your nominee can therefore vote your shares on that proposal even if you do not provide voting instructions. Proposals 1 and 2 are not considered routine matters, and your nominee cannot vote your shares on these proposals unless you provide voting instructions. Votes withheld by brokers in the absence of voting instructions from a beneficial owner are referred to as “broker non-votes.”
Multiple Forms of Ownership
The Company cannot provide a single proxy or instruction card for shareholders who own shares in different forms of accounts (employee benefit plan shares, registered shares, and beneficially-owned shares). As a result, if your shares are held in multiple types of accounts, you must submit your votes for each type of account in accordance with the instructions you receive for that account.
What is the vote required for each proposal?
For Proposal 1, Election of Director Nominees,, each director nominee for whom more shares are voted “for” than “against” his or her election will be elected as a director at the meeting. Under our Bylaws, if more votes are cast “against” than are cast “for” a nominee, the nominee shall offer his or her resignation. The independent members of the Board will determine and promptly publicly announce the action to be taken with respect to acceptance or rejection of the resignation offer.
For each of Proposal 2, Advisory Vote to Approve Named Executive Officer Compensation and Proposal 3,Ratification ofAppointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for 20212024, , the proposal will be approved if more votes are cast “for” than are cast “against” the proposal. Proposals 2 and 3 are advisory and nonbinding. The Board will review the voting results on these proposals and take the results into account when making future decisions regarding these matters. “Votes cast” exclude abstentions and broker non-votes.
What is the effect of an abstention?
A shareholder who abstains on some or all matters is considered present for purposes of determining if a quorum is present at the 20212024 Annual Meeting, but an abstention is not counted as a vote cast. An abstention has no effect for the vote on any proposal.
What is the effect of a broker non-vote?
Broker non-votes will be counted for purposes of calculating whether a quorum is present at the 20212024 Annual Meeting, but will not be counted for purposes of determining the number of votes present in person or represented by proxy and entitled to vote with respect to a particular proposal. Thus, a broker non-vote will not impact our ability to obtain a quorum, will not affect the outcome with respect to the election of directors, and will not otherwise affect the outcome of the vote on a proposal that requires the affirmative vote of a majority of the votes cast on the proposal.
Who will count the votes?
A representative of Broadridge Financial Services will tabulate the votes and act as independent inspector of election for the 20212024 Annual Meeting.
Where can I find the voting results of the 20212024 Annual Meeting?
The preliminary voting results will be announced at the Annual Meeting. The final voting results will be tallied by the inspector of election and disclosed by the Company in a Current Report on Form 8-K filed with the SEC within four business days following the 20212024 Annual Meeting.
| Equifax Inc. | 2024 Proxy Statement | 112 |
What is “householding” and how does it affect me?
We have adopted a procedure approved by the SEC called “householding.” Under this procedure, we send only one Annual Report and Proxy Statement to eligible shareholders who share a single address, unless we have received instructions to the contrary from any shareholder at that address. The practice is designed to reduce our printing and postage costs. Shareholders who participate in householding will continue to be able to separately vote their proxies. We do not use householding for any other shareholder mailings, such as dividend checks, Form 1099, or account information statements.
If you are eligible for householding, but received multiple copies of our Annual Report and Proxy Statement and prefer to receive only a single copy for your household, please contact Equifax Inc., Attn: Office of Corporate Secretary, P.O. Box 4081, Atlanta, Georgia 30302, telephone (404) 885-8000. If you are a registered shareholder residing at an address with other registered shareholders and wish to receive a separate Annual Report or Proxy Statement at this time or in the future, we will provide you with a separate copy. To obtain this copy, please contact the Office of Corporate Secretary. If you own shares through a broker, bank or other nominee, you should contact the nominee concerning householding procedures.
The Company cannot provide a single proxy or voting instruction card for shareholders who own shares in different forms of accounts (employee benefit plan shares, registered shares, and beneficially-owned shares). Accordingly, you will receive a separate solicitation and proxy for each type of account in which shares are held and you must submit your votes for each type of account in accordance with the instructions received for that account.
Can I receive a copy of the Annual Report?
Yes. We will provide a copy of our Annual Report without charge, upon written request, to any registered or beneficial owner of common stock entitled to vote at the 20212024 Annual Meeting. Requests should be made in writing addressed to the Equifax Inc., Attn: Office of Corporate Secretary, P.O. Box 4081, Atlanta, Georgia 30302, or by calling (404) 885-8000.
Can I view the Proxy Statement and Annual Report on the Internet?
Yes. The Proxy Statement and Annual Report are available on the Internetinternet at https://investor.equifax.com/financial-information/annual-reports-and-proxy-statements. Most shareholders will receive their annual meeting materials via electronic delivery. The SEC also maintains a website at https://www.sec.gov that contains reports, proxy statements and other information regarding Equifax.
Can I choose to receive the Proxy Statement and Annual Report on the Internetinternet instead of receiving them by mail?
Yes. If you are a registered shareholder or beneficial owner, you can elect to receive future annual reports and proxy statements on the Internetinternet only and not receive copies in the mail by following the instructions on your proxy card or voting instruction form. Your request for electronic transmission will remain in effect for all future annual reports and proxy statements, unless withdrawn. Most active employees who participate in the Company’s savings plans will receive an online notification announcing Internet availability of the annual report and proxy statement; a paper copy will not be provided unless requested by following the instructions in the email notification.
Who pays the cost of this proxy solicitation?
The Company has retained Innisfree M&A Incorporated to assist in soliciting proxies for an annual fee of $20,000$25,000 plus expenses, and will bear the cost of soliciting proxies. Directors, officers and other Company associates also may solicit proxies by telephone or otherwise. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.
How do I recommend a director nominee or submit a proposal or director nominee for the 20222025 Annual Meeting of Shareholders?
The Governance Committee will consider for possible nomination qualified Board candidates that are submitted by our shareholders using the same process that applies to candidates identified by other sources. Shareholders wishing to make such a submission may do so by sending the following information to the Governance Committee no later than November 25, 202122, 2024 and no earlier than October 26, 2021,23, 2024, c/o Equifax Inc., Attn: Office of Corporate Secretary, P.O. Box 4081, Atlanta, Georgia 30302: (1) a nomination notice in accordance with the procedures set forth in Section 1.12 of our Bylaws; (2) a request that the Governance Committee consider the shareholder’s candidate for inclusion in the Board’s slate of nominees for the applicable meeting; and (3) along with the shareholder’s candidate, an undertaking to provide all other information the Committee or the Board may request in connection with their evaluation of the candidate. A copy of our Bylaws is available on our website at www.equifax.com/about-equifax/corporate-governance or by writing to the Corporate Secretary.
| Equifax Inc. | 2024 Proxy Statement | 113 |
Any shareholder’s nominee must satisfy the minimum qualifications for any director described above in the judgment of the Governance Committee and the Board. In evaluating shareholder nominees, the Governance Committee and the Board may consider all relevant information, including the factors described above, and additionally may consider the size and duration of the nominating shareholder’s holdings in the Company; whether the nominee is independent of the nominating shareholder and able to represent the interests of the Company and its shareholders as a whole; and the interests and/or intentions of the nominating shareholder.
Shareholders may also submit proposals and director nominations through our proxy access procedures for consideration at the 20222025 Annual Meeting, including proposals submitted for inclusion in the Company’s proxy materials for the 20222025 Annual Meeting. Notice of such proposals or director nominations must be delivered to us no later than November 25, 202122, 2024 (and, in the case of a director nomination pursuant to proxy access, no earlier than October 26, 2021)23, 2024). The proposal or director nomination must satisfy the information and other requirements specified in our Bylaws and, if to be included in our proxy materials for the 20222025 Annual Meeting, must comply with SEC Rule 14a-8 and other applicable rules and interpretations of the SEC.
Any shareholder proposal or director nomination submitted to the Company in connection with the 20222025 Annual Meeting should be addressed to the Corporate Secretary at the address above. In addition, the shareholder proponent or a duly authorized representative must appear in person at the 20222025 Annual Meeting to present the proposal.
In addition to satisfying the foregoing advance notice requirements under our Bylaws, to comply with the universal proxy rules under the Securities Exchange Act of 1934, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 no later than March 3, 2025.
How can I contact the Company’s directors?
Shareholders and other interested parties who wish to communicate with our directors, a committee of the Board of Directors, the Independent Chairman, the non-management directors as a group, or the Board generally should address their correspondence accordingly and send by mail to Equifax Inc., c/o Corporate Secretary, P.O. Box 4081, Atlanta, Georgia 30302. Correspondence will be forwarded as directed by the shareholder. The Company may first review such communications and screen out solicitations for goods and services and similar inappropriate communications unrelated to the Company or its business. All concerns related to audit or accounting matters will be referred to the Audit Committee.
Can I find additional information on the Company’s website?
Yes. Although information contained on our website is not part of this Proxy Statement, you will find information about the Company and our corporate governance practices at www.equifax.com/about-equifax/corporate-governance. corporate-governance. Our website contains information about our Board, Board committees, Articles of Incorporation and Bylaws, Code of Ethics and Business Conduct, Governance Guidelines, and information about insider transactions. Shareholders may obtain, without charge, hard copies of the above documents by writing to Equifax Inc., Attn: Office of Corporate Secretary, P.O. Box 4081, Atlanta, Georgia 30302, telephone (404) 885-8000.
We refer in this Proxy Statement to adjustedAdjusted EPS and adjusted revenue,Adjusted EBITDA, which are non-GAAP financial measures.
Adjusted EPS attributable to Equifax is diluted EPS attributable to Equifax, defined as net income adjusted (to the extent noted below for different periods) for acquisition-related amortization expense, costs related to the 2017 cybersecurity incident, accrual for legal and regulatory matters related to the 2017 cybersecurity incident, fair market value adjustment and gain on sale of equity investments, pension mark-to-market fair value adjustment, income tax effects related to the Q1 2020 gain on fair market value adjustment of equity investment, foreign currency impact of certain intercompany loans, valuation allowance for certainacquisition-related costs other than acquisition amortization, realignment of resources and other costs, income tax effect of stock awards recognized upon vesting or settlement, Argentina highly inflationary foreign currency adjustment, gain on settlement of Canada pension plan, adjustments to deferred tax assets,balances and aggregated tax benefit onimpact of these adjustments.
Adjusted EBITDA is defined as net income excluding income taxes, interest expense, net, depreciation and amortization expense, accrual for legal settlementand regulatory matters related to the 2017 cybersecurity incident, settlements with commercial customers,fair market value adjustment and gain on sale of equity investments, pension mark-to-market fair value adjustment, foreign currency impact of certain intercompany loans, acquisition-related costs other than acquisition amortization, realignment of internal resources income tax effects of stock awards that are recognized upon vesting or settlement, the foreign exchange impact resulting from accounting forand other costs, Argentina as a highly inflationary economy, PayNet acquisition-related amounts other than acquisition-related amortizationforeign currency adjustment, gain on settlement of Canada pension plan and the income tax impactpresentation of these adjustments. All adjustments are net of tax, with a reconciling item with the aggregated tax impact of the adjustments.adjusted EBITDA margin.
Adjusted EPS isand Adjusted EBITDA are provided to show the performance of our core operations without the effect of the excluded items, consistent with how our management reviews and assesses our historical performance when measuring operating profitability, evaluating performance trends and setting performance objectives. This non-GAAP measure is not a measurement of financial performance under GAAP and should not be considered as an alternative to EPS, and may not be comparable to non-GAAP financial measures used by other companies.
The following table reconciles Adjusted EPS to net income attributable to Equifax, the most directly comparable financial measure calculated in accordance with GAAP:
Reconciliation of net income attributable to Equifax to diluted EPS attributable to Equifax, defined as net income adjusted for acquisition-related amortization expense, costs related to the 2017 cybersecurity incident, accrual for legal matters related to the 2017 cybersecurity incident, fair value adjustment of equity investments, pension mark-to-market fair value adjustments, income tax effects of Q1 2020 gain on fair market value adjustment of equity investment, foreign currency impact of certain intercompany loans, valuation allowance for certain deferred tax assets, tax benefit on legal settlement related to the 2017 cybersecurity incident, settlements with commercial customers, realignment of internal resources and other costs, the income tax effect of stock awards recognized upon vesting or settlement, Argentina highly inflationary foreign currency impacts, PayNet acquisition-related amounts other than acquisition-related amortization, and income tax adjustments:
| Twelve Months Ended December 31, | ||||||||
| (In millions, except per share amounts) | 2020 | 2019 (revised) | ||||||
| Net income attributable to Equifax | $ | 520.1 | $ | (384.1 | ) | |||
| Acquisition-related amortization expense of certain acquired intangibles(1) | 141.8 | 140.2 | ||||||
| 2017 cybersecurity incident related costs(2) | 365.0 | 337.3 | ||||||
| Accrual for legal matters related to the 2017 cybersecurity incident(3) | — | 800.9 | ||||||
| Fair market value adjustment of equity investments(4) | (149.5 | ) | — | |||||
| Pension mark-to-market fair value adjustment(5) | 32.2 | (4.8 | ) | |||||
| Income tax effects of Q1 2020 gain on fair market value adjustment of equity investment(6) | (5.4 | ) | — | |||||
| Foreign currency impact of certain intercompany loans(7) | 6.2 | — | ||||||
| Valuation allowance for certain deferred tax assets(8) | 7.0 | — | ||||||
| Tax benefit on legal settlement related to the 2017 cybersecurity incident(9) | (4.8 | ) | — | |||||
| Settlements with commercial customers(10) | — | 20.0 | ||||||
| Realignment of internal resources and other costs(11) | 31.9 | 11.5 | ||||||
| Income tax effects of stock awards that are recognized upon vesting or settlement(12) | (6.1 | ) | (3.0 | ) | ||||
| Argentina highly inflationary foreign currency adjustment(13) | 0.5 | 1.0 | ||||||
| PayNet acquisition-related amounts other than acquisition-related amortization(14) | — | 6.3 | ||||||
| Tax impact of adjustments(15) | (82.8 | ) | (228.8 | ) | ||||
| Net income attributable to Equifax, adjusted for items listed above | $ | 856.1 | $ | 696.5 | ||||
| Diluted EPS attributable to Equifax, adjusted for items listed above | $ | 6.97 | $ | 5.71 | ||||
| Weighted-average shares used in computing diluted EPS | 122.8 | 122.0 | ||||||
| Twelve Months Ended December 31, | ||||||||||||||||
| (In millions, except per share amounts) | 2023 | 2022 | $ Change | % Change | ||||||||||||
| Net income attributable to Equifax | $ | 545.3 | $ | 696.2 | $ | (150.9 | ) | (22 | )% | |||||||
| Acquisition-related amortization expense of certain acquired intangibles(1) | 250.7 | 236.7 | 14.0 | 6 | % | |||||||||||
| Accrual for legal and regulatory matters related to the 2017 cybersecurity incident(2) | 16.8 | 1.5 | 15.3 | nm | ||||||||||||
| Fair market value adjustment and gain on sale of equity investments(3) | (13.4 | ) | (33.2 | ) | 19.8 | (60 | )% | |||||||||
| Pension mark-to-market fair value adjustment(4) | 0.1 | (1.4 | ) | 1.5 | nm | |||||||||||
| Foreign currency impact of certain intercompany loans(5) | (1.0 | ) | (1.3 | ) | 0.3 | (23 | )% | |||||||||
| Acquisition-related costs other than acquisition amortization(6) | 103.2 | 68.2 | 35.0 | 51 | % | |||||||||||
| Realignment of resources and other costs(7) | 34.6 | 24.0 | 10.6 | 44 | % | |||||||||||
| Income tax effects of stock awards that are recognized upon vesting or settlement(8) | (3.4 | ) | (6.8 | ) | 3.4 | (50 | )% | |||||||||
| Argentina highly inflationary foreign currency adjustment(9) | 3.8 | (0.2 | ) | 4.0 | nm | |||||||||||
| Gain on settlement of Canada pension plan(10) | — | (2.2 | ) | 2.2 | nm | |||||||||||
| Adjustments to deferred tax balances(11) | (27.2 | ) | 3.9 | (31.1 | ) | nm | ||||||||||
| Tax impact of adjustments(12) | (78.0 | ) | (52.8 | ) | (25.2 | ) | 48 | % | ||||||||
| Net income attributable to Equifax, adjusted for items listed above | $ | 831.5 | $ | 932.6 | $ | (101.1 | ) | (11 | )% | |||||||
| Diluted EPS attributable to Equifax, adjusted for items listed above | $ | 6.71 | $ | 7.56 | $ | (0.85 | ) | (11 | )% | |||||||
| Weighted-average shares used in computing diluted EPS | 123.9 | 123.3 | ||||||||||||||
| (1) | For the year ended December 31, |
| (2) | For the year ended December 31, |
| United Kingdom. For the year ended December 31, | |
| For the year ended December 31, | |
| During the | |
| During the | |
| During the | |
| Argentina experienced multiple periods of increasing inflation rates, devaluation of the peso, and increasing borrowing rates. As such, Argentina was deemed a highly inflationary economy by accounting | |
| During the | |
| During the year ended December 31, 2023, we recorded a tax benefit of $27.2 million related to the write off of a deferred tax liability related to our original investment in Boa Vista Serviços as a result of our purchase of the remaining interest in Boa Vista Serviços in the third quarter of 2023. During the year ended December 31, 2022, we recorded a tax expense of $3.9 million related to adjustments to deferred tax balances resulting from changes in state tax law. See Notes to this reconciliation for additional detail. | |
| (12) | For the year ended December 31, |
Adjusted revenue is GAAP revenue adjusted for a non-recurring charge related to settlements with commercial customers. Management believes the use of adjusted revenue allows investors to evaluate our performance for different periods on a more comparable basis. This non-GAAP measure is not a measurement of financial performance under GAAP, should not be considered as an alternative to revenue, and may not be comparable to non-GAAP financial measures used by other companies. The following table reconciles adjusted revenueAdjusted EBITDA to revenue,net income attributable Equifax, the most directly comparable financial measure calculated in accordance with GAAP:
Reconciliation of adjusted revenue, defined as GAAP revenue adjusted for a charge related to settlements with commercial customers, to revenue:
| Twelve Months Ended December 31, 2019 (revised) | Twelve Months Ended December 31, | |||||||||||||||||||||||||||||||||||||||
| (In millions) | U.S. Information Solutions | Workforce Solutions | International | Global Consumer Solutions | General Corporate Expense | Total | 2023 | 2022 | $ Change | % Change | ||||||||||||||||||||||||||||||
| Revenue | $ | 1,277.4 | $ | 949.7 | $ | 920.6 | $ | 359.9 | $ | — | $ | 3,507.6 | $ | 5,265.2 | $ | 5,122.2 | $ | 143.0 | 3 | % | ||||||||||||||||||||
| Adjustments(1) | 20.0 | — | — | — | — | 20.0 | ||||||||||||||||||||||||||||||||||
| Adjusted revenue | 1,297.4 | 949.7 | 920.6 | 359.9 | — | 3,527.6 | ||||||||||||||||||||||||||||||||||
| Net income attributable to Equifax | $ | 545.3 | $ | 696.2 | $ | (150.9 | ) | (22 | )% | |||||||||||||||||||||||||||||||
| Income taxes | 166.2 | 229.5 | (63.3 | ) | (28 | )% | ||||||||||||||||||||||||||||||||||
| Interest expense, net* | 227.2 | 180.4 | 46.8 | 26 | % | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 610.8 | 560.1 | 50.7 | 9 | % | |||||||||||||||||||||||||||||||||||
| Accrual for legal and regulatory matters related to 2017 cybersecurity incident (1) | 16.8 | 1.5 | 15.3 | nm | ||||||||||||||||||||||||||||||||||||
| Fair market value adjustment and gain on sale of equity investments (2) | (13.4 | ) | (33.2 | ) | 19.8 | (60 | )% | |||||||||||||||||||||||||||||||||
| Pension mark-to-market fair value adjustment (3) | 0.1 | (1.4 | ) | 1.5 | nm | |||||||||||||||||||||||||||||||||||
| Foreign currency impact of certain intercompany loans (4) | (1.0 | ) | (1.3 | ) | 0.3 | (23 | )% | |||||||||||||||||||||||||||||||||
| Acquisition-related costs other than acquisition amortization (5) | 103.2 | 68.2 | 35.0 | 51 | % | |||||||||||||||||||||||||||||||||||
| Realignment of resources and other costs (6) | 34.6 | 24.0 | 10.6 | 44 | % | |||||||||||||||||||||||||||||||||||
| Argentina highly inflationary foreign currency adjustment (7) | 3.8 | (0.2 | ) | 4.0 | nm | |||||||||||||||||||||||||||||||||||
| Gain on settlement of Canada pension plan (8) | — | (2.2 | ) | 2.2 | nm | |||||||||||||||||||||||||||||||||||
| Adjusted EBITDA, excluding the items listed above | $ | 1,693.6 | $ | 1,721.6 | $ | (28.0 | ) | (2 | )% | |||||||||||||||||||||||||||||||
| Adjusted EBITDA margin | 32.2 | % | 33.6 | % | ||||||||||||||||||||||||||||||||||||
| (1) | For the year ended December 31, 2023 we recorded |
| (2) | For the year ended December 31, 2023, we recorded a $13.4 million ($8.8 million, net of tax) gain on the fair market value adjustment of an equity investment and gain on sale of equity method investments. For the year ended December 31, 2022, we recorded a $33.2 million ($17.4 million, net of tax) gain on the fair market value adjustment of an equity investment and gain on sale of equity method investments. The changes in fair value were recorded to the Other Income (Expense), net line item within the Consolidated Statements of Income. See the Notes to this reconciliation for additional detail. |
| (3) | During the fourth quarter of 2023, we recorded a $0.1 million loss ($0.1 million, net of tax) related to the mark-to-market fair value adjustment of our pension and postretirement benefit plans. During the fourth quarter of 2022 we recorded a $1.4 million gain ($1.0 million, net of tax) related to the mark-to-market fair value adjustment of our pension and postretirement benefit plans. See the Notes to this reconciliation for additional detail. |
| (4) | For the year ended December 31, 2023, we recorded a foreign currency gain on certain intercompany loans of $1.0 million. For the year ended December 31, 2022, we recorded a foreign currency gain of $1.3 million related to certain intercompany loans. The impact was recorded to the Other Income (Expense), net line item within the Consolidated Statements of Income. See the Notes to this reconciliation for additional detail. |
| (5) | For the year ended December 31, 2023, we recorded $103.2 million ($79.5 million, net of tax) for acquisition-related costs other than acquisition amortization. For the year ended December 31, 2022, we recorded $68.2 million ($50.6 million, net of tax) for acquisition-related costs other than acquisition amortization. These costs primarily related to integration costs resulting from recent acquisition activity and were recorded in operating income. See the Notes to this reconciliation for additional detail. |
| (6) | For the year ended December 31, 2023, we recorded $34.6 million ($24.6 million, net of tax) of restructuring charges for the realignment of resources and other costs. During the fourth quarter of 2022, we recorded $24.0 million ($18.0 million, net of tax) of restructuring charges for the realignment of resources and other costs. These restructuring charges predominantly relate to the reduction of headcount and contract terminations in order to support the Company’s strategic objectives and increase the integration of our global operations. See the Notes to this reconciliation for additional detail. |
| (7) | Argentina experienced multiple periods of increasing inflation rates, devaluation of the peso, and increasing borrowing rates. As such, Argentina was deemed a highly inflationary economy by accounting policymakers. For the year ended December 31, 2023, we recorded a foreign currency loss of $3.8 million related to the impact of remeasuring the peso denominated monetary assets and liabilities as a result of Argentina being a highly inflationary economy. For the year ended December 31, 2022, we recorded a $0.2 million foreign currency gain related to the impact of remeasuring the peso denominated monetary assets and liabilities as a result of Argentina being a highly inflationary economy. See the Notes to this reconciliation for additional detail. |
| (8) | During the year ended December 31, 2022, we recorded a gain on the settlement of our Canada pension plan of $2.2 million ($3.1 million, net of tax). We received a tax deduction for the settlement payments made resulting in a tax benefit. The impact is recorded to the Other income, net line item within the Consolidated Statements of Income. See the Notes to this reconciliation for additional details. |
| Equifax Inc. | 2024 Proxy Statement | 117 |
Notes to ReconciliationsReconciliation of Non-GAAP Financial Measures to the Comparable GAAP Financial Measures
Acquisition-related amortization expense net of tax- - For the yearyears ended December 31, 2020,2023 and 2022, we recorded acquisition-related amortization expense of certain acquired intangibles of $141.8$250.7 million ($120.6201.9 million, net of tax). and $236.7 million ($192.5 million, net of tax), respectively.
We calculate this financial measure by excluding the impact of acquisition-related amortization expense and including a benefit to reflect the material cash income tax savings resulting from the income tax deductibility of amortization for certain acquired intangibles. These financial measures are not prepared in conformity with GAAP. Management believes excluding the impact of amortization expense is useful because excluding acquisition-related amortization, and other items that are not comparable allows investors to evaluate our performance for different periods on a more comparable basis. Certain acquired intangibles result in material cash income tax savings which are not reflected in earnings. Management believes that including a benefit to reflect the cash income tax savings is useful as it allows investors to better value Equifax. Management makes these adjustments to earnings when measuring profitability, evaluating performance trends, setting performance objectives and calculating our return on invested capital.
CostsAccrual for legal and regulatory matters related to the 2017 cybersecurity incident - For the year ended December 31, 2020, we recorded pre-tax expenses of $365.0 million ($270.5 million, net of tax)Accrual for legal and for year ended December 31, 2019, we recorded pre-tax expenses of $337.3 million ($252.3 million, net of tax) associated with the costsregulatory matters related to investigate the 2017 cybersecurity incident includes legal fees to respond to subsequent litigation and government investigations costsfor the periods presented. For the year ended December 31, 2023, we recorded an accrual for legal and regulatory matters related to deliver the free product offering made2017 cybersecurity incident of $16.8 million ($16.7 million, net of tax). For year ended December 31, 2022, we recorded an accrual for legal and regulatory matters related to all U.S. consumers and incremental costs to transform our information technology, data security, and infrastructure.the 2017 cybersecurity incident of $1.5 million ($1.2 million, net of tax). Management believes excluding these charges is useful as it allows investors to evaluate our performance for different periods on a more comparable basis. Management makes these adjustments to net income when measuring profitability, evaluating performance trends, setting performance objectives and calculating our return on invested capital. This is consistent with how management reviews and assesses Equifax’s historical performance and is useful when planning, forecasting and analyzing future periods. Costs
Fair market value adjustment and gain on sale of equity investments - During the year ended December 31, 2023, we recorded a $13.4 million ($8.8 million, net of tax) gain related to adjusting our investment in Brazil to fair value at the date of the acquisition and gain related to the 2017 cybersecurity incident do not include losses accrued for certain legal proceedingssale of an equity method investment. On August 7, 2023, we purchased the remaining interest of our equity investment in Brazil. The investment in Brazil has a readily determinable fair value and government investigations relatedthe carrying value of the investment was adjusted to fair value as of the close date, resulting in a loss. Prior to the 2017 cybersecurity incident.
Accrual for legal matters relatedacquisition, the investment in Brazil was adjusted to fair value at the 2017 cybersecurity incident -end of each reporting period, with unrealized gains or losses recorded within the Consolidated Statements of Income in Other income, net. For the year ended December 31, 2019,2022, we recorded expenses, net of directors and officers insurance recoveries, of $800.9a $33.2 million ($686.117.4 million, net of tax) for losses associated with certain legal proceedingsunrealized gain related to adjusting our investment in Brazil to fair value and government investigationsgain related to the 2017 cybersecurity incident, exclusivesale of our legal professional services expenses.equity method investments. Management believes excluding these charges from certain financial results provides meaningful supplemental information regarding our financial results for 2020, since a charge of such an amount is not comparable among the periods. This is consistent with how our management reviewsthree and assesses Equifax’s historical performance and is useful when planning, forecasting and analyzing future periods.
Fair market value adjustment of equity investments - During the first quarter of 2020, we recorded a $32.9 million ($26.3 million, net of tax) gain related to adjusting our equity method investment in India, in conjunction with the purchase of the remaining interest of our joint venture. Prior to the purchase of the remaining interest, Equifax did not have control over the joint venture. As a result of the transaction, Equifax recognized a gain related to the remeasurement of the preexisting equity interest in the India joint venture at the acquisition-date fair value of the business combination.
In addition, during the third quarter of 2020, our investment in Brazil underwent an initial public offering. The investment had previously been recorded on our books at cost less impairment, as it did not have a readily determinable fair value. Subsequent to the initial public offering, our investment in Brazil has been adjusted to fair value, and will continue to be adjusted to fair value at the end of each reporting period, with unrealized gains or losses to be recorded within the Consolidated Statements of Income in Other income, net. For the yeartwelve months ended December 31, 2020, we recorded a $116.6 million ($74.8 million, net of tax) gain on the fair market value adjustment of our equity investment in Brazil. Management believes excluding these charges from certain financial results provides meaningful supplemental information regarding our financial results,2023 and 2022, since the non-operating gains andor losses are not comparable among the periods. This is consistent with how our management reviews and assesses Equifax’s historical performance and is useful when planning, forecasting and analyzing future periods.
Pension mark-to-market fair value adjustment - Effective in the fourth quarter of 2020, we voluntarily changed ourWe utilize a mark-to-market method of accounting for recognizing actuarial gains and losses and expected return on plan assets for our defined benefit pension and other postretirement benefit plans. Under theour accounting method change,methodology for recognizing actuarial gains and losses and expected return on plan assets for our defined benefit pension and other postretirement benefit plans, remeasurement of projected benefit obligation and plan assets are immediately recognized in earnings through net periodic benefit cost within Other Income (Expense) on the Consolidated Statements of Income, (Loss), with pension and postretirement plans to be remeasured annually in the fourth quarter, or on an interim basis as triggering events require remeasurement. This change has been applied on a retrospective basis for all prior periods presented. During the fourth quarter of 2020 and forFor the year ended December 31, 2020,2023, we recorded a $32.2$0.1 million loss ($24.30.1 million, net of tax) loss related to the fourth quarter mark-to-market fair value adjustment of our pension and postretirement benefit plans. During the fourth quarter of 2019 and forFor the year ended December 31, 2019,2022, we recorded a $4.8$1.4 million gain ($3.91.0 million, net of tax) gain related to the fourth quarter mark-to-market fair value adjustment of our pension and postretirement benefit plans. Management believes excluding these charges from certain financial results provides meaningful supplemental information regarding our financial results, since the non-operating gains and losses are not comparable among the periods. This is consistent with how our management reviews and assesses Equifax’s historical performance and is useful when planning, forecasting and analyzing future periods.
Income tax effects of Q1 2020 gain on fair market value adjustment of equity investment - During the first quarter of 2020, we recorded a gain related to adjusting our equity method investment in India, in conjunction with the purchase of the remaining interest of our joint venture. Prior to the purchase of the remaining interest, Equifax did not have control over the joint venture. As a result of the transaction, Equifax recognized a gain related to the remeasurement of the preexisting equity interest in the India joint venture at the acquisition-date fair value of the business combination. Additional income tax effects related to this transaction were recorded each quarter of 2020. Management believes excluding this gain and related income tax effects from certain financial results provides meaningful supplemental information regarding our financial results for 2020, since the non-operating gain is not comparable among the periods. This is consistent with how our management reviews and assesses Equifax’s historical performance and is useful when planning, forecasting and analyzing future periods.
Foreign currency impact of certain intercompany loans - For the year ended December 31, 2020,2023, we recorded a $1.0 million foreign currency lossgain related to certain intercompany loans of $6.2 million.loans. For the year ended December 31, 2022, we recorded a $1.3 million foreign currency gain related to certain intercompany loans. The impact was recorded to the Other Income (Expense), net line item within the Consolidated Statements of Income. Management believes excluding this charge is useful as it allows investors to evaluate our performance for different periods on a more comparable basis. This is consistent with how management reviews and assesses Equifax’s historical performance and is useful when planning, forecasting and analyzing future periods.
| Equifax Inc. | 2024 Proxy Statement | 118 |
Valuation allowanceAcquisition-related costs other than acquisition amortization - For the year ended December 31, 2023, we recorded
$103.2 million ($79.5 million, net of tax) for certain deferred tax assets - Duringacquisition-related costs other than acquisition amortization. For the first quarter of 2020,year ended December 31, 2022, we recorded a $7.0$68.2 million valuation allowance adjustment($50.6 million, net of tax) for deferred tax assets where the benefit is not expectedacquisition-related costs other than acquisition amortization. These costs primarily related to be realized.transaction and integration costs resulting from recent acquisitions and were recorded in operating income. Management believes excluding this tax effectcharge from certain financial results provides meaningful supplemental information regarding our financial results, for 2020 because thissince a charge of such an amount is not comparable among the periods. This is consistent with how our management reviews and assesses Equifax’s historical performance and is useful when planning, forecasting, and analyzing future periods.
Tax benefit on a legal settlement related to the 2017 cybersecurity incident - During the first quarter of 2020, we recorded a $4.8 million tax benefit on legal settlements related to the 2017 cybersecurity incident, as finalization of the settlement terms in the first quarter caused us to conclude the tax treatment has changed from the time we recorded the initial loss. Management believes excluding this charge is useful as it allows investors to evaluate our performance for different periods on a more comparable basis. This is consistent with how management reviews and assesses Equifax’s historical performance and is useful when planning, forecasting and analyzing future periods.
Settlements with commercial customers - During the third quarter of 2019, we recorded a $20.0 million ($15.1 million, net of tax) charge to revenue related to settlements with commercial customers. Management believes this adjustment to revenue provides meaningful information regarding our revenue and provides a basis to compare revenue between periods and to net income when measuring profitability, evaluating performance trends, setting performance objectives and calculating our return on invested capital. Management considers these adjustments when assessing historical performance and is useful when planning, forecasting and analyzing future periods.
Charge related to the realignment of internal resources and other costs - DuringFor the fourth quarter of 2020 and the first quarter of 2019,year ended December 31, 2023, we recorded $31.9a restructuring charge of $34.6 million ($24.324.6 million, net of tax) related to the realignment of resources and $11.5other costs. For the year ended December 31, 2022, we recorded a restructuring charge of $24.0 million ($8.818.0 million, net of tax), respectively, of restructuring charges for related to the realignment of internal resources and other costs, whichcosts. These restructuring charges predominantly relatesrelate to the reduction of headcount and the realignment of our internal resourcescontract terminations in order to support the Company’s strategic objectives and increase the integration of our global operations. Management believes excluding this charge from certain financial results provides meaningful supplemental information regarding our financial results for the years ended December 31, 20202023 and 2019,2022, since the charges are not comparable among the periods. This is consistent with how our management reviews and assesses Equifax’s historical performance and is useful when planning, forecasting and analyzing future periods.
Income tax effects of stock awards that are recognized upon vesting or settlement - For the year ended December 31, 2020,2023, we recorded a tax benefit of $6.1$3.4 million related to the tax effects of deductions for stock compensation in excess of amounts recorded for compensation costs. For the year ended December 31, 2019,2022, we recorded a tax benefit of $3.0$6.8 million related to the tax effects of deductions for stock compensation in excess of amounts recorded for compensation costs. Management believes excluding this tax effect from financial results provides meaningful supplemental information regarding our financial results for the three and twelve months ended December 31, 2020,2023, as compared to the corresponding periodperiods in 2019,2022, because this amount isthese amounts are non-operating and relatesrelate to income tax benefits or deficiencies for stock awards recognized when tax amounts differ from recognized stock compensation cost.Thiscost. This is consistent with how management reviews and assesses Equifax’s historical performance and is useful when planning, forecasting and analyzing future periods.
Argentina highly inflationary foreign currency adjustment - Argentina experienced multiple periods of increasing inflation rates, devaluation of the peso, and increasing borrowing rates. As such, Argentina was deemed a highly inflationary economy by accounting policymakers in 2018.policymakers. For the year ended December 31, 2020,2023, we recorded a foreign currency loss of $0.5$3.8 million related to the impact of remeasuring the peso denominated monetary assets and liabilities as a result of Argentina being a highly inflationary economy. For the year ended December 31, 2019,2022, we recorded a foreign currency lossgain of $1.0$0.2 million. Management believes excluding this charge is useful as it allows investors to evaluate our performance for different periods on a more comparable basis. This is consistent with how management reviews and assesses Equifax’s historical performance and is useful when planning, forecasting and analyzing future periods.
PayNet acquisition related amounts for transaction expenses incurred as a direct resultGain on settlement of Canada pension plan – For the acquisition - During the second quarter of 2019,year ended December 31, 2022, we recorded $6.3a gain on the settlement of our Canada pension plan of $2.2 million ($4.83.1 million, net of tax). We received a tax deduction for PayNet acquisition related amounts other than acquisition-related amortization which was primarily related to transaction coststhe settlement payments made resulting from the acquisition and was recorded in operating income.a tax benefit. Management believes excluding this charge is useful as it allows investors to evaluate our performance for different periods on a more comparable basis. The impact is recorded to the Other income, net line item within the Consolidated Statements of Income. See the Notes to this reconciliation for additional details.
Adjustments to deferred tax balances - During the year ended December 31, 2023, we recorded a tax benefit of $27.2 million related to the write off of a deferred tax liability related to our original investment in Boa Vista Serviços as a result of our purchase of the remaining interest in Boa Vista Serviços in the third quarter of 2023. We determined the deferred tax balance should no longer be recorded as a result of our purchase of the remaining interest in Boa Vista Serviços during the third quarter of 2023. During the first quarter of 2022, we recorded a tax expense of $3.9 million related to adjustments to deferred tax balances resulting from changes in U.S. state tax law. Management believes excluding this tax effect from certain financial results provides meaningful supplemental information regarding our financial results for both periods since a charge of such amount is not comparable among the periods. This is consistent with how our management reviews and assesses Equifax’s historical performance and is useful when planning, forecasting and analyzing future periods.
Adjusted EBITDA and EBITDA margin - Management defines adjusted EBITDA as consolidated net income attributable to Equifax plus net interest expense, income taxes, depreciation and amortization, and also excludes certain one-time items. Management believes the use of adjusted EBITDA and adjusted EBITDA margin allows investors to evaluate our performance for different periods on a more comparable basis.
This Proxy Statement contains information that may constitute “forward-looking statements.” Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will,” “may” and similar expressions identify forward-looking statements, which generally are not historical in nature. All statements that address future operating performance and events or developments that we expect or anticipate will occur in the future, including statements relating to future operating results, the 2017 cybersecurity incident, improvements in our information technology and data security infrastructure, including as a part of our cloud data and technology transformation, our strategy, the expected financial and operational benefits, synergies and growth from our ability to mitigate or manage disruptions posed by COVID-19, the impact of COVID-19 and,acquisitions, changes in U.S. and worldwide economic conditions, such as changes in interest rates and inflation, that materially impact consumer spending, home prices, investment values, consumer debt, unemployment rates and employment, the demand for Equifax’s products and services, our culture, our ability to innovate, the market acceptance of new products and services and similar statements about our business plans are forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the Company’s historical experience and our present expectations or projections, including without limitation our expectations regarding the Company’s outlook, long-term organic and inorganic growth, and customer acceptance of our business solutions referenced in “Item 1. Business” and in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation —– Business Overview” of our Annual Report on Form 10-K for the year ended December 31, 2020.2023. These risks and uncertainties include, but are not limited to, those described in “Item 1A. Risk Factors,” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2020,2023, and those described from time to time in our future reports filed with the United States Securities and Exchange Commission. As a result of such risks and uncertainties, we urge you not to place undue reliance on any such forward-looking statements. Forward-looking statements speak only as of the date when made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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