DEF 14A of Equifax Inc
Filed Mar 27, 2026 · FY20250001193125-26-127556
Lisa M. Stockard
| Outstanding Equity Awards at 2025 Fiscal Year-End | 99 | | Option Exercises and Stock Vested in Fiscal Year 2025 | 101 | | Retirement Plans | 102 | | Pension Benefits at 2025 Fiscal Year-End | 102 | | Non-Qualified Deferred Compensation | 103 | | Potential Payments Upon Termination or Change In Control | 105 | | CEO Pay Ratio | 113 | | Pay Versus Performance Disclosure | 114 | | Equity Compensation Plan Information | 118 | | Compensation Committee Report | 118 | | Director Compensation | 119 | | Director Fees | 119 | | Equity Awards | 120 | | Stock Ownership Requirement | 120 | | Equifax 2005 Director Deferred Compensation Plan | 120 | | Director and Executive Stock Deferral Plan | 120 | | Equifax Inc. Board of Directors Deferred Compensation Plan (2022) | 121 | | Security Ownership of Management and Certain Beneficial Owners | 122 | | Securities Owned by Certain Beneficial Owners | 122 | | Securities Owned by Directors and Management | 123 | | Delinquent Section 16(a) Reports | 124 | | Audit Committee Report | 125 | | Proposal 3 Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for 2026 | 126 | | Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services Performed by the Independent Registered Public Accounting Firm | 127 | | Board Recommendation | 127 | | Proposal 4 Advisory Vote to Lower Ownership Threshold to Call a Special Meeting of Shareholders to 25% | 128 | | Board Recommendation | 130 | | Proposal 5 Shareholder Proposal to Lower Ownership Threshold to Call a Special Meeting of Shareholders to 10% | 131 | | Board Recommendation | 134 | | Questions and Answers about the Annual Meeting | 135 | | Annex A Reconciliation of Non-GAAP Financial Measures | 143 | | Annex B Proposed Amendments to Section 1.2 of the Bylaws | 149 | | Annex C Forward-Looking Statements | 152 |
Our Director Nominees
Our Director Nominees Our Board recommends that you vote FOR each of the director nominees named below for terms that expire at the 2027 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 pages 29–41.
Our Board
Our Board
Our Board
| | Mark W. Begor | 67 Chief Executive Officer, Equifax Inc. Director Since: 2018 | | | Mark L. Feidler | 69 Independent Chairman, Equifax Inc. Founding Partner, MSouth Equity Partners Director Since: 2007 Committees: Compensation, Governance | | | Karen L. Fichuk | 60 Former Chief Executive Officer, Randstad North America Director Since: 2023 Committee: Audit | | | G. Thomas Hough | 71 Retired Americas Vice Chair, Ernst & Young LLP Director Since: 2016 Committees: Audit, Compensation | | | Barbara A. Larson | 55 Chief Financial Officer, Workiva Inc. Director Since: 2024 Committee: Audit | | | Robert D. Marcus | 60 Former Chairman and Chief Executive Officer, Time Warner Cable Inc. Director Since: 2013 Committees: Compensation, Governance | | | Scott A. McGregor | 69 Former President and Chief Executive Officer, Broadcom Corporation Director Since: 2017 Committees: Audit, Technology | | | John A. McKinley | 68 Founder, Great Falls Ventures Director Since: 2008 Committees: Audit, Technology | | | Melissa D. Smith | 57 Chair and Chief Executive Officer, WEX Inc. Director Since: 2020 Committees: Compensation, Governance | | | Audrey Boone Tillman | 61 Senior Executive Vice President and General Counsel, Aflac Incorporated Director Since: 2021 Committees: Governance, Technology |
Our Board
| 24 | 2026 Proxy Statement |
Compensation Program Highlights
Compensation Program Highlights
2025 Compensation Decisions
2025 Compensation Decisions For the 2025 fiscal year, the Committee thoughtfully evaluated the compensation program structure in light of the ongoing evolution of our 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 2025, as summarized below and described in further detail under “Analysis of 2025 Compensation Decisions” beginning on page 69:
2025 Compensation Decisions
| We provide competitive pay opportunities that reflect best practices and strong governance standards (see pages 66–69) | • Attracting, retaining and motivating the right talent is a high priority for us as we focus on executing the business initiatives that underpin our strategy • In support of this priority, the Compensation Committee annually reviews our executive compensation program to ensure that it provides competitive pay opportunities, establishes appropriate performance targets based on our strategic and operating plans, and reflects evolving market trends and shareholder feedback consistent with best practices • The Committee retains an independent compensation consultant to assist in aligning our program with our shareholders’ interests and current market practices, and to guard against inappropriate or excessive risk that could have a material adverse effect on the Company | | Our compensation program is designed to deliver payouts that align with performance (see pages 63, 77–82 and 86) | • Our 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 – For 2025, 93% of target total direct compensation for our CEO and an average of 85% for the other NEOs was delivered in the form of variable, at-risk pay • Our annual and long-term compensation plans, including our 2025 compensation program, are designed to align CEO pay with our financial performance: – AIP Payouts Align with Performance: • In 2022-2024, although we achieved record revenues, our financial performance fell short of our enterprise targets due to unprecedented declines in the U.S. mortgage market and a challenging U.S. macroeconomic environment; as a result, the AIP payout to our CEO, whose award is tied 100% to enterprise financial results, was below target in each of 2022, 2023 and 2024 • In 2025, despite continued weakness in the U.S. mortgage and hiring markets, we generated record revenue of $6.075 billion, up 7% over 2024, and within our long-term 7-10% organic revenue growth target. In addition, our adjusted EPS of $7.65 was up 5% compared to 2024. As a result of this strong performance, the payout to our CEO was 152.1% of target and payouts to our other NEOs were 154.5% of target, on average – LTI Payouts Align with Performance: • The 2022-2024 cycle TSR and Adjusted EBITDA performance shares (which vested in February 2025) both paid out below target, reflecting the prolonged challenges to our business presented by U.S. macroeconomic factors • Conversely, the 2023-2025 cycle TSR and Adjusted EBITDA performance shares (which vested in February 2026) both paid out above target, reflecting our stronger performance despite the prolonged challenges to our business presented by U.S. macroeconomic factors (see page 86) |
2025 Compensation Decisions
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2025 Compensation Decisions
| Our compensation program reflects thoughtful deliberation, including consideration of market conditions and shareholder feedback (see pages 69–73 and 87–88) | • In designing our 2025 compensation program, the Compensation Committee conducted a comprehensive review of our program and practices, benchmarked against peers, and considered the ongoing transformation of our business, the competitive market for executive talent and feedback gathered from our shareholders • During its deliberations, the Committee noted broad shareholder support for the structure and design of our core 2024 compensation program, including the use of performance-based annual equity award structures to drive alignment of the interests of our executives and shareholders, as well as strong support for Mr. Begor continuing as our CEO • Following consideration of shareholder feedback, the continuing transformation of our business and the competitive environment for executive talent, the Committee approved a new 2025 compensation arrangement for our CEO that pairs enhanced retentive elements (including a new definition of retirement and the elimination of cash severance upon a termination without cause) with an increase to his target long-term incentive opportunity (see pages 69–73) • For 2026, the Committee made changes to further align our compensation program with shareholder interests, including shifting all 2026 LTI awards to a 5-year time horizon (3-year vesting period and 2-year post-vesting holding period) and maintaining our CEO’s compensation level flat for 2026 (see pages 87–88) |
2025 Compensation Decisions
| 26 | 2026 Proxy Statement |
Corporate Governance Highlights
Corporate Governance Highlights
Corporate Governance Highlights
| Independent Board | • 9 of our 10 director nominees are independent | | Board Refreshment and Succession Planning | • The Governance Committee has implemented a succession plan to identify highly-qualified director candidates taking into account scheduled retirements, including committee leadership roles • Since 2020, we have refreshed our Board with four new directors who bring valuable perspective and expertise | | Annual Evaluation of Board Leadership Structure | • The Board annually reviews our Company leadership structure to determine whether a combined Chair and CEO role or separate roles is in the best interests of shareholders | | Independent Board Chairman | • We have separated the roles of CEO and Chairman | | Board Oversight of CEO Succession Planning | • 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 • The Compensation Committee assists the Board with candidate development and succession planning for the CEO, in coordination with the Governance Committee | | 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 prohibits our CEO and other senior executives from purchasing or selling Equifax securities except pursuant to an approved Rule 10b5-1 trading plan • 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 Supermajority Voting Requirements | • In 2025, our Board adopted an amendment to our Articles of Incorporation to eliminate supermajority voting requirements on actions requiring a shareholder vote | | No “Poison Pill” | • We do not have a stockholder rights plan, or “poison pill,” in place | | Management Proposal to Lower Ownership Threshold to Call a Special Meeting to 25% | • At the 2026 annual meeting, we are asking shareholders to vote (on a non-binding, advisory basis) on a management proposal to lower the ownership threshold to call a special meeting of shareholder (see Proposal 4 on page 128 of this proxy statement) • We recommend that shareholders vote “FOR” Proposal 4 | | 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 Governance Committee oversees our strategy with respect to our responsible business priorities • 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 |
Corporate Governance Highlights
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Corporate Governance Highlights
| 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 Board 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 • The Board solicits feedback from management as part of its annual 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 |
Corporate Governance Highlights
| 28 | 2026 Proxy Statement |
Election of Director Nominees
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 ten 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 2025. 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 2025 Annual Meeting. Our director nominees have a variety of backgrounds, which reflects the Board’s continuing objective to achieve a diversity of perspective and experience. As more fully discussed in “Process for Identifying Director Nominees” on page 41, 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 30–39 and a Board matrix is set forth on page 40.
Election of Director Nominees
| Board Recommendation | | | | THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF OUR DIRECTOR NOMINEES. |
Election of Director Nominees
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Our Director Nominees
Our Director Nominees Mr. Begor has served as our Chief Executive Officer and as a director since April 2018. Prior to joining Equifax, Mr. Begor was a Managing Director in the Industrial and Business Services group at Warburg Pincus, a global private equity investment firm, since June 2016. Prior to Warburg Pincus, Mr. Begor spent 35 years at General Electric Company (“GE”), a global industrial and financial services company, in a variety of operating and financial roles. During his career at GE, Mr. Begor served in a variety of roles leading multibillion dollar business units of the company, including President and CEO of GE Energy Management from 2014 to 2016, President and CEO of GE Capital Real Estate from 2011 to 2014, and President and CEO of GE Capital Retail Finance (Synchrony Financial) from 2002 to 2011. Mr. Begor served on the board of directors of Fair Isaac Corporation (FICO) from 2016 to 2018 and the board of directors of NCR Atleos Corporation from 2023 to 2025.
Our Director Nominees
| | Executive Leadership & Business Operations. When he joined Equifax as CEO in 2018, Mr. Begor brought over 35 years of operating and leadership experience as an executive in senior roles at GE. During his tenure, Equifax has grown from $3.4 billion of annual revenue in 2018 to record annual revenue of $6.1 billion in 2025, a compound growth rate of approximately 9%. This strong financial performance has enabled us to complete $4.8 billion of bolt-on acquisitions since 2018 to broaden our capabilities well beyond a traditional credit bureau, while making investments to expand data, analytics, product and technology capabilities. In addition, under Mr. Begor’s leadership, we returned $1.2 billion to shareholders in 2025 via dividends and share repurchases. | | | Strategy Development. During over three decades at GE, Mr. Begor gained immense experience setting strategy for multibillion dollar business units of the company. As our CEO and a member of our Board, Mr. Begor plays a crucial role in setting the strategic direction of our company. Since 2018, we have developed and executed on our strategic priorities – investing approximately $3 billion in our Equifax Cloud data and technology transformation, becoming an industry leader in security and accelerating innovation, new products, EFX.AI capabilities and growth. | | | Equifax Industry Knowledge. During his tenure at GE, Mr. Begor served as chief executive of GE Capital Retail Finance (Synchrony Financial), a consumer finance lender. This experience provided him the perspective of being a credit bureau customer, which helps us execute on our strategic priority to put customers and consumers first. In addition, prior to joining Equifax, Mr. Begor served for two years as a director at FICO, a public data and analytics company focused on credit scoring services and an Equifax industry peer. Mr. Begor’s unparalleled knowledge of our industry and our business make him uniquely qualified to lead the Company and serve as a director as we pivot from building the Equifax Cloud to leveraging our Equifax Cloud capabilities to accelerate innovation and new products powered by EFX.AI. |
Our Director Nominees
| 30 | 2026 Proxy Statement |
Our Director Nominees
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 (“BellSouth”), a major regional 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. From 1991 to 2000, he served as the head of corporate development for BellSouth and as president of various operating subsidiaries. From 1986 to 1990, he worked in the investment banking department of The Robinson-Humphrey Company (predecessor to SunTrust Robinson Humphrey). From 1981 to 1986, Mr. Feidler was an attorney in the corporate law section of King & Spalding LLP.
Our Director Nominees
| | Executive Leadership & Business Operations. 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 investing and acquisitions. He also has broad based leadership experience, including experience with CEO succession planning, through his nearly 20 years of service on the board of directors of New York Life Insurance Company. His many years of experience in business operations and executive leadership is especially relevant to us given his role as independent Chair of the Equifax Board. | | | Strategy Development. Mr. Feidler co-founded MSouth, an Atlanta-based private equity firm, in 2007. Prior to MSouth, Mr. Feidler amassed over 25 years of M&A and transactional experience through his roles at BellSouth, Cingular Wireless, The Robinson-Humphrey Company and King & Spalding. Mr. Feidler’s extensive experience in acquiring and successfully growing businesses helps our Board oversee the core elements of our business strategy, including new product development, strategic partnerships and acquisition strategies. | | | Equifax Industry Knowledge. Equifax has exclusive rights to operate and manage the NCTUE database of more than 430 million telecommunications, pay TV, internet, home security and utility account records. Mr. Feidler’s deep understanding of the value of this data, gained through his years of experience with BellSouth and Cingular Wireless, is valuable as we seek to layer insights from these records on top of traditional credit data to help maximize consumer approval rates, help customers identify potential risks, reduce manual intervention costs and improve customer experience. |
Our Director Nominees
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Our Director Nominees
Former Chief Executive Officer of Randstad North America, a unit of Randstad N.V., the world’s largest human resources services provider, from 2019 until 2023. Prior to joining Randstad North America, Ms. Fichuk spent more than 25 years with Nielsen Holdings PLC (“Nielsen”), a global information services leader, where she held various positions, including President, Developed Markets, President North America and Global Managing Director for Kraft and Mondelez, among other positions. Ms. Fichuk is an advisor and investor in startup technology and AI companies and has completed Northwestern University’s AI Applications for Growth certification. Ms. Fichuk also has significant nonprofit experience, including serving as a trustee for the United States Council for International Business and as a member of the CEO Council for the Global Business Alliance and sitting on the Global Leadership Council of the Colorado State University College of Business.
Our Director Nominees
| | Data & Analytics. Ms. Fichuk gained extensive global data and analytics expertise during her 25 years at Nielsen, where she most recently served as President, Developed Markets. In this role, she led 4,000 employees across North America and Western Europe transforming the business model from client service to a product sales organization while providing global consumer intelligence to the world’s largest retailer and manufacturing companies. During her time as CEO of Randstad North America, she drew upon her experience at Nielsen to help the company make more sophisticated use of data. As a global data, analytics and technology company, Ms. Fichuk’s experience will help us execute on our strategic priority to expand our portfolio of differentiated data assets and drive market-leading D&A to help our customers. | | | International Business. Ms. Fichuk has decades of experience working for businesses with large global operations. Most recently, she ran the North American business of Randstad, which is headquartered in the Netherlands, where she led Randstad’s core business brands in the U.S. and Canada. She also served as a member of the company’s Executive Board, overseeing global strategy, operations and compliance. During her career at Nielsen, her roles included President of Developed Markets and Strategic Initiatives, with responsibility for North America, Western Europe and Australia/New Zealand. This experience benefits our Board’s oversight of our global operations, including continued growth within our International business unit. | | | Equifax Industry Knowledge. Ms. Fichuk served most recently as CEO of the North American business unit of Randstad, a global human resources services company. Ms. Fichuk’s experience in human resources services and the labor market is important to the Board as we seek to continue growing our portfolio of human resources business process automation and outsourcing services for employers. |
Our Director Nominees
| 32 | 2026 Proxy Statement |
Our Director Nominees
Retired Americas Vice Chair of Ernst & Young LLP (“EY”), an international public accounting firm. He was Vice Chair of Assurance Services of EY Americas from 2009 to July 2014, and Americas Vice Chair until his retirement in September 2014. Mr. Hough joined EY in 1978 and became a partner in 1987. During his career, 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.
Our Director Nominees
| | Accounting & Finance. Mr. Hough was trained as an accountant, with over 36 years of experience as a certified public accountant with EY. As a senior leader for more than two decades who interfaced with many of EY’s most significant clients across diverse industries, he regularly engaged with members of issuer company management, boards and audit committees on audit, financial accounting, financial reporting, risk management and governance matters. Mr. Hough’s deep expertise in these areas makes him exceptionally qualified to serve as chair of our Audit Committee. | | | Risk Management. Mr. Hough currently serves as chairman of the Federated Hermes Fund Family (“Federated Hermes”) and as lead director and audit committee member of Haverty Furniture Companies, Inc. (“Havertys”). He previously served as audit committee chair at both Federated Hermes and Publix Super Markets, Inc. (“Publix”). Through these board positions and his 27 years as a partner at EY, Mr. Hough has acquired in-depth knowledge related to risk policies and processes and overall enterprise risk management. Mr. Hough is able to apply this experience in his role as our chair of our Audit Committee and co-chair of our joint Audit and Technology Committees. | | | Executive Leadership & Business Operations. Mr. Hough is a seasoned public company director with broad experience in executive leadership roles at a major international accounting firm. In his roles as Vice Chair of EY Americas Assurance Services and EY Americas Vice Chair, he oversaw services provided by 1,550 partners and 17,150 professionals throughout the Americas. Through his membership on the EY Executive Board and EY Global Assurance Executive Committee, he helped provide strategic and operational direction for the global firm. He has extensive experience as a board member, including current service with Federated Hermes and Havertys and prior experience with Publix. Mr. Hough’s broad and varied leadership experience benefits Equifax as our Board oversees management’s execution against our business strategy. |
Our Director Nominees
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Our Director Nominees
Chief Financial Officer of Workiva Inc. (“Workiva”), a leader in cloud-based reporting solutions, since January 2026. Prior thereto, she served as Chief Financial Officer of SentinelOne, Inc. (“SentinelOne”), a global leader in AI-powered cybersecurity, from September 2024 to January 2026. Prior to that, from February 2022 to June 2023, she served as Executive Vice President and Chief Financial Officer at Workday, Inc. (“Workday”), a leading AI enterprise platform that helps organizations manage their people and money. From 2014 to 2022, she held positions of increasing significance at Workday. Prior to joining Workday, she held various leadership roles in corporate finance spanning more than 20 years at VMWare, TIBCO and Symantec.
Our Director Nominees
| | Accounting & Finance. Ms. Larson is a seasoned finance professional who currently serves as chief financial officer of Workiva. She previously served as chief financial officer of both SentinelOne and Workday. During her nearly decade-long tenure with Workday, Ms. Larson held several leadership positions across the company’s finance and product organizations, including serving as chief financial officer, where she was responsible for the company’s overall finance and accounting functions, internal audit and investor relations. Ms. Larson has a background as a certified public accountant with an undergraduate degree in finance and accounting. Her deep public company finance and accounting leadership experience benefits our Audit Committee in its oversight of our financial performance and financial reporting. | | | Equifax Industry Knowledge. Ms. Larson served in several leadership roles across the finance and product organizations during her ten years at Workday, a company that offers a suite of AI-powered, cloud-based enterprise software solutions primarily focused on human capital management (HCM), financial management, enterprise resource planning (ERP) and analytics. Her experience in both human capital management and enterprise technology is a tremendous asset to our Board as we continue to expand the portfolio of employer services offered under our Workforce Solutions business unit. | | | Cybersecurity; Technology. Ms. Larson has acquired experience with cybersecurity, cloud technology and AI through her roles at SentinelOne and Workday. This experience enhances her skill sets in relation to the Equifax Board, as we maintain our leadership in cybersecurity and leverage our Equifax Cloud capabilities to accelerate innovation and new products powered by EFX.AI. |
Our Director Nominees
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Our Director Nominees
Former Chairman and Chief Executive Officer of Time Warner Cable Inc. (“Time Warner Cable”), 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 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 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 LLP (“Paul Weiss”), a premier law firm based in New York. 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, Cooperman Barnabas Medical Center and OpenDor Media.
Our Director Nominees
| | Executive Leadership & Business Operations. Mr. Marcus served as chairman and chief executive officer of Time Warner Cable from 2014 until the completion of the company’s merger with Charter Communications in 2016. During the course of a decade, he served in other senior roles of increasing responsibility at Time Warner Cable, including president and chief operating officer and chief financial officer. His public company operating and finance experience, which includes a background in executive compensation, is invaluable to the Board as we execute on our long-term strategic priorities and to the Compensation Committee as we design compensation programs that attract, retain and motivate executive talent. | | | Mergers & Acquisitions. Mr. Marcus has deep mergers and acquisitions experience. He served as chairman and chief executive officer of Time Warner Cable during the company’s merger with Charter Communications. Prior to that, he served over nearly a decade in roles at Time Warner Cable that involved significant mergers and acquisitions activity, including president and chief operating officer, chief financial officer and the senior executive vice president overseeing corporate groups including mergers and acquisitions. Before joining Time Warner Cable, he held roles at Time Warner Inc. that included senior vice president of mergers and acquisitions. Mr. Marcus’s experience is relevant to Equifax, as the execution of bolt-on M&A is a core pillar of our growth strategy. | | | Legal & Regulatory. Mr. Marcus has significant legal and regulatory experience, gained through his years of practice at Paul Weiss and his experience as chief executive officer of Time Warner Cable, where the legal and regulatory functions reported into him. This experience navigating public company legal and regulatory issues facilitates Mr. Marcus’s significant insights and contributions as a member of the Board and the Governance Committee, in particular. |
Our Director Nominees
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Our Director Nominees
Former President, Chief Executive Officer and Director of Broadcom Corporation (“Broadcom”), a world leader in wireless connectivity, broadband, automotive 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 (“Xactly”), an AI-powered provider of intelligent revenue solutions. From 2010 to 2016, he served on the board of directors of Ingram Micro, Inc. (“Ingram Micro”), a U.S. distributor of information technology products and services. 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. He previously served in a range of senior management positions at Santa Cruz Operation Inc., Digital Equipment Corporation (now part of HP), Xerox PARC and Microsoft, where he was the architect and development team leader for Windows 1.0. Mr. McGregor received a B.A. in Psychology and an M.S. in Computer Science and Computer Engineering from Stanford University. Mr. McGregor currently serves on the board of directors of Applied Materials, Inc. (“Applied Materials”), a U.S. company that provides materials engineering solutions used to produce new chip and advanced displays. Prior to that, he served on the board of directors of Alorica Inc. (“Alorica”), an industry leader at leveraging data-driven insights to design and deploy digitally engineered, tech-enabled customer experiences at scale, and at Luminar Technologies (“Luminar”), a U.S. technology company that develops vision-based lidar and machine perception technologies, primarily for self-driving cars.
Our Director Nominees
| | Cybersecurity. Mr. McGregor has decades of experience running and overseeing technology companies with sophisticated cybersecurity programs. In particular, he served as chief executive officer of Broadcom for over ten years, during which time he oversaw the development of networking semiconductors that are the foundation for a large part of the world’s cybersecurity hardware and acquired extensive cybersecurity expertise. Mr. McGregor’s cybersecurity experience is particularly important to us as we seek to maintain our intense focus on data security as we accelerate innovation and new products powered by EFX.AI. | | | Technology. Mr. McGregor has spent his career at the forefront of technology and innovation. An industry leader in information technology, he began his career as a computer engineer, helping to design the first personal computers and the first version of Microsoft Windows. He later served in executive roles within the Philips Semiconductors division of Royal Philips Electronics and as the chief executive officer of Broadcom. His executive management experience is supplemented by his current and prior experience as a member of the board of directors of several cutting-edge technology companies, including Applied Materials, Xactly, Ingram Micro, Alorica and Luminar. He also has decades of experience focusing on AI issues, including experience gained through service as an executive and/or board member at technology companies and his position as an investor and advisor for multiple AI companies. Mr. McGregor’s expertise in innovation and technology is invaluable to our Board as we leverage our Equifax Cloud technology and EFX.AI capabilities to accelerate innovation and new products and optimize our internal operations and team effectiveness. | | | Data & Analytics. Mr. McGregor currently chairs strategy and investment committee of the board at Applied Materials, a company for which AI and data analytics is fundamental to the business. In addition, he previously served on the board of directors of Alorica, a business driven by data-driven insights. Our Board believes this experience benefits Equifax as we execute on our strategic priorities of accelerating innovation and new products powered by EFX.AI and driving market-leading D&A and expanded data assets. |
Our Director Nominees
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Our Director Nominees
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.
Our Director Nominees
| | Technology. Mr. McKinley has a background in managing complex global technology operations as chief technology officer at a number of leading global companies, which is important for Equifax as we leverage our Equifax Cloud technology to accelerate innovation and new products using EFX.AI. Mr. McKinley also has extensive experience in the areas of artificial intelligence (AI) and natural language processing. He and his team delivered the first robo-advisor solution for Merrill Lynch in 2002. He is also currently an advisor to AI-centric firms in the investment and security sectors. This experience with AI enhances our Board’s effective oversight of our responsible AI innovation. | | | Cybersecurity. Mr. McKinley has cybersecurity experience that has facilitated the enhancement of our security program maturity to a level that has outperformed all major industry benchmarks for the last six years. He gained this experience through, among other things, serving on the board of cloud-based security company MessageLabs, which was acquired by Symantec. He started his career at EY, where he helped establish the computer security practice in the United States. | | | Accounting & Finance. Mr. McKinley began his career with EY, eventually becoming a partner in the Financial Services Technology Practice. In this role, he assisted in multiple IT control reviews. Later, during his tenure as President of Digital Services at AOL, he had full P&L responsibilities for the division. Prior to joining the Equifax Board, he served on the audit committee of Proxicom. Mr. McKinley received an undergraduate degree in economics from the Wharton School at the University of Pennsylvania. Mr. McKinley’s varied finance and accounting expertise, combined with his background in technology, is highly relevant to his role as a member of our Audit Committee and co-chair of our joint Audit and Technology Committees. |
Our Director Nominees
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Our Director Nominees
Chair and Chief Executive Officer of WEX Inc. (“WEX”), 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.
Our Director Nominees
| | Executive Leadership & Business Operations. Ms. Smith has served as CEO and board chair of WEX for eleven years and six years, respectively. In these broad-based leadership roles, she has gained significant experience in overseeing business operations and driving business growth, as evidenced by the fact that WEX’s annual revenue has increased from $800 million to $2.66 billion during her tenure as CEO. The Board views this experience as particularly valuable as we leverage our Equifax Cloud capabilities to accelerate innovation and new products powered by EFX.AI. | | | Strategy Development; Data & Analytics. During over two decades at WEX, Ms. Smith has been instrumental in the company’s strategic growth, overseeing major acquisitions, technology investments and international expansion. The Board believes Ms. Smith’s strategic vision and leadership experience in a business driven by data and analytics benefit Equifax as we develop and execute on our corporate strategy. | | | Accounting & Finance. Among other roles at WEX, Ms. Smith served as chief financial officer for ten years, during which time she spearheaded the company’s initial public offering. She began her career as an auditor at Ernst & Young LLP. This deep financial expertise facilitates the Board’s oversight of our annual operating budget and financial performance and our Compensation Committee’s design of incentive programs that align with our financial performance. |
Our Director Nominees
| 38 | 2026 Proxy Statement |
Our Director Nominees
Senior Executive Vice President and General Counsel of Aflac Incorporated (“Aflac”), 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.
Our Director Nominees
| | Legal & Regulatory. Ms. Tillman has extensive legal and regulatory experience, having served as the general counsel of Aflac for more than a decade. She directs Aflac’s legal division and functions related to compliance, as well as the office of the corporate secretary, including oversight functions of the legal and compliance offices at Aflac Japan, where the company earns more than half of its revenue. Prior to Aflac, she acquired additional legal expertise as an attorney at Smith, Helms, Mulliss and Moore and an associate professor at the North Carolina Central University School of Law. The Board values Ms. Tillman’s experience in these areas, given that Equifax is subject to a number of U.S. federal, state, local and foreign laws and regulations that involve matters central to our business. | | | Risk Management. As general counsel of Aflac, Ms. Tillman has legal and compliance oversight responsibilities that give her significant experience with enterprise risk management and governance frameworks. This experience benefits our Board’s ability to oversee Equifax’s various risk management and governance frameworks, including our enterprise risk management program. | | | Corporate Governance. Ms. Tillman brings deep knowledge in corporate governance, gained over decades of experience in the insurance industry and legal and human resources fields. In her position as general counsel of Aflac, a U.S. public company, she is exposed to many of the same corporate governance issues we encounter at Equifax. In particular, she is able to leverage these insights as a member of our Board’s Governance Committee. |
Our Director Nominees
| | 39 |
Board Matrix
Board Matrix The Board matrix below summarizes certain of the key skills, experience, qualifications and attributes that our director nominees bring to the Board to enable the effective oversight of our Company and execution of our business strategy. This matrix highlights the depth and breadth of the skills and experience of our director nominees. Additional details regarding each director nominee’s skills, experience and background are set forth in the individual biographies on pages 30–39.
Board Matrix
| | | | | | | | | | | | | Skills and Experience | Begor | Feidler | Fichuk | Hough | Larson | Marcus | McGregor | McKinley | Smith | Tillman | | Accounting & Finance | ● | ● | ● | ● | ● | ● | | ● | ● | | | Corporate Governance | ● | ● | | ● | | ● | ● | | ● | ● | | Cybersecurity | ● | | ● | | | | ● | ● | | ● | | Data & Analytics | ● | | ● | | ● | | ● | ● | | | | Equifax Industry Knowledge | ● | ● | ● | | ● | ● | | ● | | | | Executive Leadership & Business Operations | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | CEO Experience | ● | | ● | | | ● | ● | ● | ● | | | CFO Experience | ● | | | | ● | ● | | | ● | | | International Business | ● | ● | ● | ● | ● | | ● | ● | ● | ● | | Legal & Regulatory | | ● | | | | ● | | | ● | ● | | Mergers & Acquisitions | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Risk Management | ● | ● | | ● | ● | ● | ● | ● | ● | ● | | Strategy Development | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Technology | ● | | | | ● | | ● | ● | ● | | | Background | | | | | | | | | | | | Tenure/Age/Gender | | | | | | | | | | | | Tenure (years) | 8 | 19 | 3 | 9 | 2 | 12 | 8 | 17 | 5 | 5 | | Age | 67 | 69 | 60 | 71 | 55 | 60 | 69 | 68 | 57 | 61 | | Gender (Male or Female) | M | M | F | M | F | 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 | | | | | | | | | | |
Board Matrix
| 40 | 2026 Proxy Statement |
Process for Identifying Director Nominees
Process for Identifying Director Nominees When the need to fill a new Board seat or vacancy arises, the Governance Committee proceeds in the manner it deems appropriate to identify a qualified candidate or candidates. Candidates may be identified through the engagement of an outside search firm, recommendations from independent directors, the Chairman of the Board, management or other advisors to the Company, and recommendations by shareholders. The Governance Committee Chair and 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, an ability to provide sound and informed judgment, a history of achievement that reflects superior standards and willingness to commit sufficient time. Cybersecurity is one of the skills that the Governance Committee specifically considers in its assessment of Board membership criteria. With respect to the most recent additions to the Board, the Governance Committee was also focused on expertise in accounting and finance, corporate governance, data and analytics, Equifax industry knowledge, international business, legal and regulatory, risk management, technology and strategy development. 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 professional background, education, gender, age, race and 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 and expertise is also considered as part of the Board’s annual self-assessment. Directors are limited to service on three other public company boards, not including our Board. Audit Committee members may not serve on the audit committee of more than three public companies absent a Board determination that such service will not impair the ability of such member to serve effectively on our Audit Committee. In addition, when our CEO is a member of our Board, he or she may not serve on more than two other public company boards. 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 135 for information on the procedures for shareholders to recommend director nominees for consideration by the Governance Committee.
Process for Identifying Director Nominees
| | 41 |
Quick Reference
| | Page | | Executive Summary | 61 | | Compensation Program Highlights | 64 | | How We Determine the Total Amount of Compensation | 66 | | Benchmarking Use of a Peer Group | 67 | | Analysis of 2025 Compensation Decisions | 69 | | 2025 Annual Cash Incentive Structures and Outcomes | 74 | | 2025 Long-Term Equity Incentive Compensation | 82 | | Vesting Results of Previously-Granted Performance Shares | 86 | | Actions Taken with Respect to 2026 Compensation | 87 | | Other Compensation Program Information | 89 |
2025 Progress Against Our Strategic Priorities
| | Put Customers and Consumers First • Introduced MyEquifax mobile app, designed to make it easier for consumers to monitor their financial health directly from their smartphones • Rolled out reimagined U.S. consumer credit report design with easy to read graphics to make it even easier for consumers to understand their credit history and monitor their financial health | | | Execute Bolt-on M&A • Acquired Vault Verify, complementing The Work Number with new employment records with a concentration in the healthcare sector • 2-year anniversary of our Boa Vista Serviços acquisition, with continued strong progress in integration | | | Continue Leadership in Security • Security maturity rating outperformed all major industry benchmarks for 6th consecutive year • Modernized our defenses with robust threat detection and response capabilities | | | Act as One Team, One Equifax • Attained an engagement score of 81% in our 2025 employee engagement survey, up 3% from our last global survey and surpassing technology and financial services industry benchmarks • Rated one of America’s Best Companies by TIME Magazine for the 2nd year in a row • Our BEST credit education program delivered nearly 8,000 hours of consumer credit training to 5,000+ people in communities where we live and work in 10 countries across the globe • Continued developing our people, completing nearly 150,000 hours of training (including 33,000 hours of AI training) and professional development |
Our Incentive Programs Align Payouts with Financial Performance and Non-Financial Goals
Our Incentive Programs Align Payouts with Financial Performance and Non-Financial Goals Our 2025 compensation program metrics, established in the first quarter of 2025, were:
Our Incentive Programs Align Payouts with Financial Performance and Non-Financial Goals
| Annual Incentive Plan (AIP) Opportunity | | | Payouts are based on the attainment of financial goals and individual non-financial strategic goals | Financial Goals • Corporate Operating Revenue measures our top line business growth(1)(2) • Corporate Adjusted EPS measures our profitability(1)(2) Individual Non-Financial Strategic Goals Individual goals aligned with our EFX2027 strategic priorities (see pages 76–77): • Accelerate Innovation and New Products • Leverage Equifax Cloud Capabilities • Expand Differentiated Data Assets • Drive AI Innovation • Put Customers and Consumers First • Execute Bolt-on M&A • Continue Leadership in Security • Act as One Team, One Equifax Payouts Align With Performance Our NEOs’ 2025 AIP awards paid out between 140%-162% of target in alignment with our performance against financial goals (see page 78) |
Our Incentive Programs Align Payouts with Financial Performance and Non-Financial Goals
| Long Term Incentive (LTI) Plan Opportunity | | | Designed to strike a balance between stock market-based and operational performance | Financial Performance Metrics • Performance shares tied to three-year cumulative TSR measuring our stock performance relative to companies in the S&P 500, providing a broad index for comparison and alignment with shareholder investment choices – If our cumulative three-year TSR is negative, the payout is capped at target (100%), regardless of our relative TSR percentile ranking • Performance shares tied to Adjusted EBITDA are earned based on our Adjusted EBITDA performance over a three-year period(3) – If we fail to meet our threshold Adjusted EBITDA goals for any year during the three-year performance period, the payout for that year will be $0 Payouts Align With Performance TSR and Adjusted EBITDA performance shares granted in 2023 vested in 2026 at 112% and 111% of target, respectively (see page 86) |
Our Incentive Programs Align Payouts with Financial Performance and Non-Financial Goals
| 1 | Corporate Operating Revenue and Corporate Adjusted EPS, as used for 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 2025 foreign exchange rates. Corporate Adjusted EPS is Adjusted EPS as shown in Annex A to this Proxy Statement, and then further adjusted to be stated in constant dollars at our budgeted 2025 foreign exchange rates. Because of these adjustments to Operating Revenue and Adjusted EPS, the actual Corporate Operating Revenue and Corporate Adjusted EPS used for incentive management purposes are not the same as Operating Revenue and Adjusted EPS reported under our “2025 Performance Highlights” on page 61. |
Our Incentive Programs Align Payouts with Financial Performance and Non-Financial Goals
| 2 | Certain of our NEOs had roles for 2025 for which their AIP outcome was tied to specific business unit-level financial goals, as described in further detail under “Analysis of 2025 Compensation Decisions” beginning on page 69. |
Our Incentive Programs Align Payouts with Financial Performance and Non-Financial Goals
| 3 | Adjusted EBITDA is a non-GAAP measure, as shown in Annex A to this Proxy Statement. |
Our Incentive Programs Align Payouts with Financial Performance and Non-Financial Goals
| | 63 |
Shareholder Engagement on Executive Compensation
| • | expressed support for our core compensation program, including our use of performance-based equity award structures to drive alignment of the interests of our NEOs and shareholders; and |
Executive Compensation Philosophy
| • | The Committee has designed and regularly reviews our compensation program to ensure we are providing competitive pay opportunities to attract and retain executive talent and to incentivize achievement of strategic and financial goals. |
2025 Target Pay Mix
2025 Target Pay Mix As illustrated in the charts 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 2025, 93% of target total direct compensation for our CEO and an average of 85% for the other NEOs was in the form of variable, at-risk pay. Moreover, 80% of long-term incentive awards for our CEO and 75% of long-term incentive awards for our other NEOs was in the form of performance-based compensation (performance shares and stock options).
2025 Target Pay Mix
| 1 | 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. |
Compensation Elements and Objectives
| Element | Objectives | | Base Salary | • Provides competitive pay to attract and retain experienced and successful executives | | Annual Incentive Plan (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 non-financial strategic goals by key employees, including our NEOs | | Long-Term Incentive (LTI) Program | • Designed to align the interests of key employees with those of shareholders, while striking a balance between stock market-based and operational performance | | | – TSR performance shares align the interests of key employees with those of shareholders by linking pay to our share price performance (inclusive of dividends) relative to other companies in which shareholders could invest | | | – 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 over time | | | – Market-priced stock options (granted to our NEOs other than the CEO) provide a strong incentive for the creation of long-term shareholder value because the options may be exercised for a profit only to the extent our stock price appreciates following the grant date | | | – Premium-priced stock options (granted to our CEO) provide an even stronger link between our LTI compensation and creation of shareholder value by ensuring that our CEO receives gains only after a premium return is delivered to investors | | | – RSUs cliff vest at the end of three years and primarily encourage retention and alignment with long-term shareholder interests |
Role of the Compensation Committee and Management in Determining Executive Compensation
| • | The CEO makes recommendations to the Committee regarding the design of performance measures for our AIP and the design of our LTI program, as well as compensation packages for the executive officers (other than himself), based on his review of pay practices among our peer group, relevant industry data, market competition, internal pay equity and his evaluation of the performance, experience, long-term potential and leadership of the executives who report to him. |
Compensation Consultant Services and Independence
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 2025 compensation for our CEO 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 2025, FW Cook assisted the Committee in determining appropriate levels of compensation for the CEO and other executive officers for 2025, advising on the structure of variable incentives and assisting the Committee in evaluating performance goals.
Benchmarking Use of a Peer Group
Benchmarking Use of a Peer Group
Compensation Peer Group
Compensation Peer Group
Robust Annual Review Process
Robust Annual Review Process We are a global data, analytics and technology company. We provide information solutions for businesses, governments and consumers, and we provide human resources business process automation and outsourcing services for employers. The market for our products and services is highly competitive and is subject to change. Our direct competitors vary widely in size and in the nature of the products and services they offer. The Committee regularly evaluates whether the compensation opportunities for our executives are appropriate and competitive by comparing each NEO’s target compensation opportunity to the compensation opportunities for executives in comparable positions at peer companies. The Committee considers the pay practices of our peer companies as a primary factor when setting target pay opportunities for our 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 executive’s performance, experience, long-term potential and leadership contributions. The Committee conducts an annual review of our peer group, with the assistance of FW Cook, to ensure the selected companies continue to reflect our business strategy and the evolving market in which we compete for business. Most importantly, the Committee seeks to ensure 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
Business Evolution and Impact on Peer Group Since 2018, our market capitalization has increased by 2.3x and we have transformed into a faster growing, diversified data, analytics and technology company that has expanded well beyond a traditional consumer credit bureau. Our peer group has evolved along with our business. From time to time (and most recently in 2022), the Committee has made changes to our peer group to align with our size, growth orientation and business strategy and to more closely reflect companies we consider competitors for executive talent. In particular, the Committee has sought to ensure that our peer group continues to reflect the significance of Workforce Solutions, our largest and fastest-growing business segment. We have added peers over time to reflect our Workforce Solutions services offerings (including peers that provide global cloud based financial and human capital management software and application services and related outsourcing solutions). We have also added peers we consider competitors for executive talent (including peers that provide credit ratings, data analytics and workflow solutions, and mortgage technology data and analytics).
2025 Peer Group
2025 Peer Group Although the Committee reviews the compensation peer group annually, the Committee does not change the peer group annually. We last made changes to our peer group in May 2022. In May 2024, following annual review and based on the recommendations of FW Cook, the Committee determined it would be appropriate to retain the same 15-company peer group for 2025 that has been utilized since 2022. The Committee utilized this peer group in February 2025 when setting NEO pay levels under the 2025 compensation program. The companies comprising our 2025 compensation peer group were as follows:
2025 Peer Group
| Automatic Data Processing, Inc. | Gartner, Inc. | Paychex, Inc. | | Broadridge Financial Solutions, Inc. | Global Payments, Inc. | S&P Global Inc. | | Fidelity National Information Services | Intercontinental Exchange, Inc. | TransUnion | | Fair Isaac Corporation (FICO) | Intuit Inc. | Verisk Analytics, Inc. | | Fiserv, Inc. | Moody’s Corporation | Workday, Inc. |
2026 Peer Group
2026 Peer Group Following annual review in May 2025, the Committee determined to retain the same 15-company peer group described above for purposes of setting 2026 compensation levels.
Peer Group for Performance Shares
Peer Group for Performance Shares The peer group described above was deemed appropriate for compensation purposes, although the stock performance of those companies is not necessarily impacted by the same economic factors as ours. Moreover, investors 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, as the broader group is also not prone to outsized impact by a few outliers in terms of TSR performance in the same way our 15-company compensation group may be. Therefore, the Committee uses the companies in the S&P 500 Index as the comparative group for that purpose.
Pay-for-Performance Compensation Philosophy
Pay-for-Performance Compensation Philosophy Our Compensation Committee carefully evaluates the structure, competitiveness and outcomes of the compensation program for our CEO, and also considers feedback received from shareholders during our regular engagements. In reviewing and designing the overall program, the Committee reinforced our pay-for-performance philosophy by maintaining a significant emphasis on at-risk, long-term incentive opportunities tied to rigorous goals. Informed by shareholder feedback and the Committee’s assessment of realizable pay outcomes, the program continues to help ensure that actual compensation payouts move in line with Company performance and shareholder returns. This compensation design aligns the CEO’s incentives with long-term Company performance and shareholder interests, supporting sustainable value creation. Our compensation structure and pay-for-performance philosophy has enabled us to both retain executives and incentivize them to deliver. We believe that linking the significant majority of our CEO’s pay to the performance of our Company aligns him to the long-term interests of our shareholders by providing appropriate incentives to drive the successful execution of our business objectives and creation of shareholder value. As an example, during the past five years, on average, 74% of our CEO’s target annual compensation was determined by performance-based cash and equity incentives that tied directly to our enterprise financial performance, stock price performance and/or relative TSR positioning. This structure aligns pay with long-term performance.
CEO Realizable Pay Demonstrates Pay-for-Performance Alignment
CEO Realizable Pay Demonstrates Pay-for-Performance Alignment The Compensation Committee’s pay-for-performance approach is demonstrated by the alignment between CEO pay and shareholder outcomes. Historically, our annual and long-term incentive plans have operated by design to align CEO realizable pay with our enterprise financial performance, stock price performance and relative TSR positioning. Our Compensation Committee believes that this correlation between performance and actual pay delivery provides meaningful incentives for our CEO to drive strong shareholder returns over the long-term. As shown in the graphic below, our CEO’s realizable compensation has varied appropriately with our company performance, mirroring our shareholders’ experience and reflecting the performance-based structures of our incentive programs. Over the last five years, our CEO’s realizable pay is 24% lower than disclosed target opportunities, reflecting alignment with shareholder experience over the same period.
CEO Realizable Pay Demonstrates Pay-for-Performance Alignment
| 1 | Target pay reflects the sum of the annual base salary, target annual incentive amount and target equity award value for our CEO in each of the years presented. |
CEO Realizable Pay Demonstrates Pay-for-Performance Alignment
| Realizable pay reflects base salary and annual incentives actually paid to our CEO for each of the years presented. For 2021-2023, realizable pay reflects the value of vested equity awards based on our stock price as of December 31, 2025. For 2024-2025, realizable pay reflects the estimated value of unvested equity based on our stock price as of December 31, 2025, as well as our adjusted EBITDA and relative TSR performance as of December 31, 2025. |
Annual Review of CEO Compensation
Annual Review of CEO Compensation In conjunction with its annual review of CEO performance, the Committee reviews our CEO’s compensation to ensure it is market-competitive, provides rigorous performance targets based on our strategic and operating plans, and aligns pay with the long-term performance of the Company. As part of this annual review in 2024, the Committee undertook an in-depth market review and benchmarking analysis of Mr. Begor’s compensation relative to peers. The Committee’s outside compensation consultant provided relevant market data. The peer group utilized by the Committee for this CEO pay benchmarking analysis was the same 15-company peer group used for setting 2024 and 2025 annual compensation and described on page 68. At the time of this peer pay benchmarking analysis in 2024, Mr. Begor’s core compensation structure had not been updated since 2021. The research demonstrated that peer median CEO pay had increased meaningfully since Mr. Begor’s core compensation was last negotiated and that his annual target compensation opportunity of $13.4 million was meaningfully below the peer median. At the same time, 100% of Mr. Begor’s then-outstanding equity was eligible to vest upon a retirement event occurring after December 31, 2025. Following its deliberations during 2024, the Board concluded it would be in the best interests of the Company and shareholders for: (1) Mr. Begor to remain in his role as CEO beyond the end of 2025 and (2) the Committee to develop a new compensation arrangement for 2025 with updated retentive elements.
Annual Review of CEO Compensation
| Increase in 2025 Annual LTI Award Ultimately, following a careful review of compensation practices within our peer group and the broader market, and in consideration of shareholder feedback, the Committee decided to increase Mr. Begor’s target annual LTI value from $10.1 million in 2024 to $17.1 million in 2025. The mix of equity awards remained the same, consisting of 60% performance shares, 20% premium-priced stock options and 20% time-based RSUs. This structure is consistent with prior investor feedback that emphasized a preference for long-term performance-based equity awards delivered in connection with the annual LTI program (rather than an off-cycle grant). As a result of this adjustment, Mr. Begor’s 2025 pay will reflect an increase year-over-year in the Summary Compensation Table. His target pay package for 2025 was valued at $20.4 million when granted, which aligned his annual target compensation more competitively with market practices. Our LTI program has been deliberately designed and operated to align CEO pay with our enterprise financial performance, stock price performance and relative TSR positioning. The historic payouts under our LTI program demonstrate the rigor of our targets. The 2025 LTI awards granted to Mr. Begor demonstrate the same amount of rigor. (For more information, see “Relationship Between Realizable and Target CEO Pay” on pages 69–70.) The Committee viewed the 2025 LTI increase as necessary in order to retain Mr. Begor past 2025 because his existing core pay package was below peer median. However, following its annual review of CEO pay in February 2026, the Committee decided to maintain Mr. Begor’s base salary, AIP target incentive and LTI target grant date value for 2026 at levels consistent with 2025. This decision reflects the Committee’s emphasis on maintaining stable, market-aligned pay opportunities and its continued commitment to a disciplined, pay-for-performance |
Annual Review of CEO Compensation
| philosophy. (See page 88 for more details.) The Committee will continue to annually review CEO pay and performance, and ensure that our strategic priorities are aligned with shareholder value creation. New Retirement Definition; Elimination of Cash Severance As part of his new compensation package, Mr. Begor agreed to certain changes to his prior arrangement that are favorable to the Company and its shareholders. Under Mr. Begor’s prior arrangement (in place before November 2024), all of his outstanding equity was scheduled to cliff vest or be eligible for favorable retirement vesting as of December 31, 2025. The Board wanted to adjust future equity grants to (1) incentivize Mr. Begor to stay past 2025 and (2) give the Board control over the timing of the CEO succession process. For Mr. Begor’s 2025 equity grants and future equity awards, the Board changed the definition of “Retirement” to mean voluntary resignation on or after December 31, 2027 (or termination without cause or resignation for good reason). Additionally, under his employment agreement, Mr. Begor is no longer eligible to receive cash severance in the event of a termination without cause. Taken together, the Board believes these changes provide appropriate incentives to Mr. Begor to stay past 2025 and also allow the Board to ensure a successful and thoughtful CEO succession process. We believe the decisions made by the Committee create appropriate incentives that are aligned with shareholder interests as we enter the next chapter of The New Equifax. |
Annual Review of CEO Compensation
| CEO Equity Deferrals While our compensation program is structured to focus all of our executives on creating long-term value, Mr. Begor took that long-term commitment a step further by choosing to defer 100% of his earned long-term incentives granted in the form of RSUs and PSUs between 2021-2024, totaling over $48 million of equity, for a 10 to 15-year period following his retirement from Equifax. 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 pages 85–86 for additional details on our CEO’s voluntary equity deferrals.) |
2025 Annual Cash Incentive Structures and Outcomes
2025 Annual Cash Incentive Structures and Outcomes
Summary
Summary Annual cash incentive awards are designed to reward the achievement of near-term business 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. The 2025 corporate financial performance goals for the NEOs with Company-wide responsibilities were based on 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. When setting the range of performance goals for the Corporate Plan and the Business Unit Plans 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.
2025 AIP
2025 AIP The Compensation Committee established corporate-level financial goals required to earn a cash incentive award for 2025 in a manner that was designed, within reasonable limits, to encourage achievement that exceeds target goals and penalizes 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 to avoid excessive risk-taking by executives, including maximum payout opportunities requiring exceptional performance for the Company and our executives in order to drive the achievement of our short-and long-term objectives. The 2025 target and maximum goals for Corporate Operating Revenue were set above 2024 goal levels and above 2024 actual results. The 2025 threshold goal for Corporate Operating Revenue was set above the 2024 goal level but slightly below 2024 actual results, due to the unprecedented declines in the U.S. mortgage market that began in 2022 and have continued through present, including February 2025 when 2025 AIP goals were set. The 2025 target and maximum goals for Corporate Adjusted EPS were set above 2024 goal levels and above 2024 actual results. The 2025 threshold goal for Corporate Adjusted EPS was set above the 2024 threshold level, but slightly below 2024 actual results, due to the unprecedented declines in the U.S. mortgage market that began in 2022 and have continued through present, including February 2025 when 2025 AIP goals were set. In setting the corporate-level financial goals under the 2025 AIP, the Compensation Committee considered (i) our 2025 operating budget, (ii) our 2025 financial outlook as of February 2025 (including assumptions related to global macroeconomic factors, U.S. mortgage market conditions and business unit growth trends for 2025) and (iii) our strategic priorities, taking into account the initiatives to be implemented during 2025. The Compensation Committee was mindful of these external, macroeconomic factors when setting the 2025 AIP goals. In designing the 2025 compensation structures and target pay levels, the Committee sought to ensure 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 managing those efforts.
2025 AIP
| 74 | 2026 Proxy Statement |
2025 AIP
The 2025 corporate-level financial goals under the AIP were as follows:
2025 AIP
| Performance Measure(1) | Weight (%)(2) | Threshold (25% payout) | Target (100% payout) | Maximum (200% payout) | | Corporate Adjusted EPS | 65 | $6.70 | $7.45 | $7.72 | | | | | (11.2% above Threshold) | (15.2% above Threshold) | | Corporate Operating Revenue | 15 | $5.613 billion | $5.950 billion | $6.159 billion | | | | | (6.0% above Threshold) | (9.7% above Threshold) |
2025 AIP
| 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 2025 foreign exchange rates and further adjusted. Corporate Adjusted EPS is Adjusted EPS as shown in Annex A to this Proxy Statement and then further adjusted to be stated in constant dollars at our budgeted 2025 foreign exchange rates. Because of these adjustments to Operating Revenue and Adjusted EPS, the actual Corporate Operating Revenue and Corporate Adjusted EPS used for incentive management purposes are not the same as Operating Revenue and Adjusted EPS reported under our 2025 Performance Highlights above. |
2025 AIP
| 2 | Mr. Begor’s AIP awards are determined based exclusively on achievement measured against Company financial goals (rather than 80% financial goals and 20% individual objectives). As a result, his 2025 AIP payout was based upon our Corporate Adjusted EPS (81.25% weighting) and Corporate Operating Revenue (18.75% weighting). |
2026 AIP
2026 AIP In February 2026, the Committee set goals under the 2026 AIP. In setting the corporate-level financial goals under the 2026 AIP, the Compensation Committee considered our operating budget, financial outlook and strategic priorities for 2026, including our strategy to migrate customers to our VantageScore mortgage credit score offerings, which will have a positive impact on Adjusted EPS but a negative impact on operating revenue. In order to avoid penalizing our leaders for negative impacts on operating revenue growth, the Committee determined that, under the 2026 AIP, corporate operating revenue will be increased by an amount calculated based on the total number of VantageScore mortgage credit scores sold in 2026 multiplied by the difference between the average price charged by Equifax for a FICO mortgage credit score and a VantageScore mortgage credit score.
Workforce Solutions Plan
Workforce Solutions Plan The 2025 threshold, target and maximum goals for Workforce Solutions operating revenue were set above 2024 goal levels, with threshold equal to 2024 actual results. The 2025 target and maximum goals for Workforce Solutions operating income were set above 2024 goal levels and above 2024 actual results. The 2025 threshold goal for Workforce Solutions operating income was set above the 2024 threshold, but slightly below 2024 actual results, due to the unprecedented declines in the U.S. mortgage market that began in 2022 and have continued through present, including February 2025 when 2025 AIP goals were set.
Workforce Solutions Plan
| Workforce Solutions Plan – Performance Measures | Weight (%) | Threshold (25% payout) | Target (100% payout) | Maximum (200% payout) | | Corporate Adjusted EPS | 30 | $6.70 | $7.45 | $7.72 | | | | | (11.2% above Threshold) | (15.2% above Threshold) | | Workforce Solutions Operating Revenue | 30 | $2.434 billion | $2.582 billion | $2.672 billion | | | | | (6.1% above Threshold) | (9.8% above Threshold) | | Workforce Solutions Operating Income | 20 | $1.071 billion | $1.137 billion | $1.200 billion | | | | | (6.2% above Threshold) | (12.0% above Threshold) |
USIS Plan
USIS Plan The 2025 threshold, target and maximum goals for USIS operating revenue were set above 2024 goal levels, with threshold equal to 2024 actual results. The 2025 target and maximum goals for USIS operating income were set above 2024 goal levels and above 2024 actual results. The 2025 threshold goal for USIS operating income was set above the 2024 goal level but below 2024 actual results due to the unprecedented declines in the U.S. mortgage market that began in 2022 and have continued through present, including February 2025 when the 2025 AIP goals were set.
USIS Plan
| USIS Plan – Performance Measures | Weight (%) | Threshold (25% payout) | Target (100% payout) | Maximum (200% payout) | | Corporate Adjusted EPS | 30 | $6.70 | $7.45 | $7.72 | | | | | (11.2% above Threshold) | (15.2% above Threshold) | | USIS Operating Revenue | 30 | $1.893 billion | $2.004 billion | $2.074 billion | | | | | (5.9% above Threshold) | (9.6% above Threshold) | | USIS Operating Income | 20 | $406.7 million | $448.5 million | $492.6 million | | | | | (10.3% above Threshold) | (21.1% above Threshold) |
Approach to AIP Goals Related to Responsible Business Priorities
Approach to AIP Goals Related to Responsible Business Priorities We have identified a set of responsible business priorities that are aligned with our 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 priorities. 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 several years, we have continued to monitor the evolution of non-financial strategic goals in compensation programs. In recent years, we have expanded our use of non-financial goals in the AIP to include other responsible business practices tied to pre-determined individual performance objectives that align with our strategic priorities.
Summary of 2025 Annual Cash Incentive Awards
Summary of 2025 Annual Cash Incentive Awards In February 2026, the Compensation Committee reviewed each NEO’s performance against the pre-established 2025 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 2025 AIP was based exclusively on achievement measured against specified financial goals. Awards paid to our other NEOs under the 2025 AIP were determined based on achievement measured against specified financial goals (80% weighting) and non-financial MBOs (20% weighting). The target and maximum incentives, along with a summary of the actual 2025 awards earned by the NEOs, are set forth in the table that follows. A detailed description of how each NEO’s 2025 incentive award was achieved follows the table.
Summary of 2025 Annual Cash Incentive Awards
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Summary of 2025 Annual Cash Incentive Awards
Our 2025 revenue of $6.075 billion was a record and up 7% over 2024, and our adjusted EPS of $7.65 was up 5% compared to 2024. These 2025 financial results are aligned to our EFX2027 strategic priorities and within the 7-10% organic revenue growth target reflected in our long-term financial framework, despite continued weak U.S. mortgage and hiring markets. As a result of this strong performance, the payout to our CEO, whose AIP award is tied 100% to enterprise financial results, was 152.1%. Payouts to our other NEOs under the 2025 AIP were 154.5% of target, on average.
Summary of 2025 Annual Cash Incentive Awards
| Named Executive Officer | Base Salary ($) | Target Incentive (as Percentage of Salary) (%) | Target Incentive ($) | Maximum Incentive ($)(1) | Earned 2025 Incentive as Percentage of Target (%) | 2025 Incentive Payout ($) | | M. Begor | 1,500,000 | 120% | 1,800,000 | 3,600,000 | 152.1 | 2,737,634 | | J. Gamble | 800,000 | 120% | 960,000 | 1,920,000 | 161.7 | 1,552,058 | | C. Borton | 769,231 | 115% | 884,616 | 1,769,231 | 140.0 | 1,238,295 | | J. Farshchi | 722,116 | 100% | 722,116 | 1,444,232 | 161.7 | 1,167,463 | | J. Houston | 647,692 | 80% | 518,154 | 1,036,307 | 161.7 | 837,713 | | T. Horvath(2) | 309,615 | 110% | 340,577 | 681,153 | 160.1 | 545,198 | | J. Kelley | 650,000 | 80% | 520,000 | 1,040,000 | 141.7 | 736,698 |
Summary of 2025 Annual Cash Incentive Awards
| 1 | The maximum incentive for each was 200% of Target. |
Summary of 2025 Annual Cash Incentive Awards
| 2 | Mr. Horvath’s $700,000 base salary was prorated for 2025, reflecting his termination of employment on June 1, 2025; his annual incentive opportunity was calculated based on his prorated base salary. |
Determination of each NEO’s Performance and Annual Cash Incentive
Determination of each NEO’s Performance and Annual Cash Incentive
Determination of each NEO’s Performance and Annual Cash Incentive
| Mark Begor | Chief Executive Officer | | | | | | | | Objectives | Target Level | Actual Results | Actual Payout as a % of Target | 2025 Incentive Payout | | | Corporate Adjusted EPS | $7.450 | $7.602 | 156 | $2,285,833 | | | Corporate Operating Revenue | $5.951 billion | $6.021 billion | 134 | $451,801 | | | Individual Objectives(1) | n/a | | n/a | n/a |
Determination of each NEO’s Performance and Annual Cash Incentive
| 1 | Mr. Begor’s AIP award payouts are determined based exclusively on achievement measured against Company financial goals (rather than 80% financial goals and 20% individual objectives). As a result, his 2025 AIP payout was based upon our Corporate Adjusted EPS (81.25% weighting) and Corporate Operating Revenue (18.75% weighting). The Committee also set non-financial performance objectives for Mr. Begor for 2025; however, his performance against those objectives did not impact his 2025 incentive payout. |
Determination of each NEO’s Performance and Annual Cash Incentive
Mr. Begor’s achievements for 2025 included:
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Executed against our strategic priorities and led the Company to achieve record revenue of $6.075 billion, up 7% over 2024, and adjusted EPS of $7.65, up 5% compared to 2024, despite continued weakness in the U.S. mortgage and hiring markets. |
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Oversaw the launch of our new capital allocation program, consisting of a $3 billion share repurchase program and dividend growth plan. Returned $1.2 billion of cash to shareholders in 2025, including the repurchase of $927.5 million in Equifax shares and $232.8 million in dividends. |
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Led the Company to launch 188 new product innovations, resulting in a Vitality Index of 14.7%, which is well above our 10% long-term vitality index target for new products. |
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Reached a milestone of 90% of revenue derived from products delivered from an application running in the new Equifax Cloud, up from 85% in 2024. |
Determination of each NEO’s Performance and Annual Cash Incentive
| 78 | 2026 Proxy Statement |
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Drove continued responsible AI innovation, with 100% of our new models and scores built using EFX.AI during 2025. |
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Oversaw the launch of our enterprise-wide AI 4 EFX initiative, which is designed to optimize our operations and team effectiveness in order to deliver cost savings, efficiencies, speed and accuracy. |
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Oversaw our 2025 employee engagement survey that yielded an engagement score of 81%, up 3% from our last global survey and surpassing technology and financial services industry benchmarks. |
Determination of each NEO’s Performance and Annual Cash Incentive
| John Gamble | Executive Vice President, Chief Financial Officer and Chief Operations Officer | | | | | | | | Objectives | Target Level | Actual Results | Actual Payout as a % of Target | 2025 Incentive Payout | | | Corporate Adjusted EPS | $7.450 | $7.602 | 156 | $975,289 | | | Corporate Operating Revenue | $5.951 billion | $6.021 billion | 134 | $192,768 | | | Individual Objectives | $192,000 | | 200 | $384,000 |
Determination of each NEO’s Performance and Annual Cash Incentive
Mr. Gamble’s achievements for 2025 included:
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Supported achievement of the Company’s budget goals, despite the challenging U.S. macroeconomic environment, by proactively managing costs and capital spending across the enterprise. |
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Played a critical role in designing our new capital allocation program, consisting of a $3 billion share repurchase program and plan to grow dividend levels. Executed on the repurchase of over 4 million shares and the return of more than $1.2 billion to shareholders in the form of share repurchases and cash dividends. |
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Led the finance organization’s efforts to accelerate the use of AI to improve performance and operational efficiencies. |
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Oversaw active investor relations calendar, including execution of an Investor Day in the second quarter 2025. |
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Recruited, developed and retained talent for key roles on finance leadership team and across the broader finance organization, including through meaningful employee engagement initiatives, internal promotion opportunities and a rotational development program. |
Determination of each NEO’s Performance and Annual Cash Incentive
| Chad Borton | Executive Vice President, President, Workforce Solutions | | | | | | | | Objectives | Target Level | Actual Results | Actual Payout as a % of Target | 2025 Incentive Payout | | | Corporate Adjusted EPS | $7.450 | $7.602 | 156 | $414,786 | | | WS Operating Revenue | $2.582 billion | $2.582 billion | 101 | $267,004 | | | WS Operating Income | $1.137 billion | $1.146 billion | 115 | $202,658 | | | Individual Objectives | $176,923 | | 200 | $353,846 |
Determination of each NEO’s Performance and Annual Cash Incentive
Mr. Borton’s achievements for 2025 included:
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Led the Workforce Solutions business unit to deliver revenue of $2.6 billion, an increase of 6% compared to 2024, despite challenging U.S. mortgage and hiring markets, with Adjusted EBITDA margins of 51.5%. |
Determination of each NEO’s Performance and Annual Cash Incentive
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Determination of each NEO’s Performance and Annual Cash Incentive
| • | Continued to drive growth in The Work Number database, increasing active records by 11% over 2024 and ending the year with 813 million total records. |
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Led Workforce Solutions to expand and accelerate new product innovation, attaining a Vitality Index of nearly 20% which is well above our 10% long-term goal. |
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Drove the successful acquisition of Vault Verify, a provider of human resources services, which complements The Work Number database and enhances the data we provide to verifiers. |
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Oversaw strategic initiatives and enhanced engagement efforts to drive continued growth in our government vertical, including new product innovation to support customers with verification requirements. |
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Expanded initiatives to support our customers first strategic priority, including expanded roundtables, customer advisory boards, increased customer visits and engagement and co-innovation projects. |
Determination of each NEO’s Performance and Annual Cash Incentive
| Jamil Farshchi | Executive Vice President, Chief Technology Officer | | | | | | | | Objectives | Target Level | Actual Results | Actual Payout as a % of Target | 2025 Incentive Payout | | | Corporate Adjusted EPS | $7.450 | $7.602 | 156 | $733,616 | | | Corporate Operating Revenue | $5.951 billion | $6.021 billion | 134 | $145,001 | | | Individual Objectives | $144,423 | | 200 | $288,846 |
Determination of each NEO’s Performance and Annual Cash Incentive
Mr. Farshchi’s achievements for 2025 included:
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Led the technology organization to move our Cloud technology transformation toward completion, ending the year with approximately 90% of revenue generated from products delivered from an application running in the Equifax Cloud, up from 85% in 2024. |
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Drove efforts to decommission 9 additional data centers and retire 4 additional mainframes as part of our Cloud transformation, delivering spending reductions and margin improvement. |
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Led efforts to maximize internal efficiencies and drive AI deep into the organization with almost 90% of our global team leveraging Google Gemini AI. |
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Hired Jeremy Koppen as our new Chief Information Security Officer, ensuring strong security program stewardship and cyber resilience. |
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Continued our leadership in security, attaining a cybersecurity program maturity level that exceeded all major industry benchmarks for the sixth consecutive year. |
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Led significant improvements in our technology operations, including year-over-year improvements in network stability and cybersecurity incident response times. |
Determination of each NEO’s Performance and Annual Cash Incentive
| 80 | 2026 Proxy Statement |
Determination of each NEO’s Performance and Annual Cash Incentive
| Julia Houston | Executive Vice President, Chief Legal Officer | | | | | | | | Objectives | Target Level | Actual Results | Actual Payout as a % of Target | 2025 Incentive Payout | | | Corporate Adjusted EPS | $7.450 | $7.602 | 156 | $526,406 | | | Corporate Operating Revenue | $5.951 billion | $6.021 billion | 134 | $104,045 | | | Individual Objectives | $103,631 | | 200 | $207,262 |
Determination of each NEO’s Performance and Annual Cash Incentive
Ms. Houston’s achievements for 2025 included:
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Effectively managed legal, regulatory, risk and compliance matters across the enterprise, including engagement with key regulators and other stakeholders. |
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Developed and oversaw government relations engagement strategy to support key aspects of our business, including continued growth of the Government vertical within Workforce Solutions. |
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Oversaw our comprehensive shareholder engagement program, culminating in strong support for directors and say-on-pay support of 92% at our 2025 Annual Meeting. |
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Drove strong adoption of AI training and usage across the legal and compliance organization through the creation of specialized training and education. |
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Provided robust and strategic legal and compliance support to our business units and our corporate functions, including finance, communications, investor relations, executive compensation and human resources. |
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Developed and retained a high-performing team despite a highly-competitive labor market. |
Determination of each NEO’s Performance and Annual Cash Incentive
| Todd Horvath | Former Executive Vice President, President, U.S. Information Solutions | | | | | | | | Objectives | Target Level | Actual Results | Actual Payout as a % of Target | 2025 Incentive Payout | | | Corporate Adjusted EPS | $7.450 | $7.602 | 156 | $159,693 | | | USIS Operating Revenue | $2.004 billion | $2.079 billion | 200 | $204,346 | | | USIS Operating Income | $448.5 million | $477.6 million | 166 | $113,044 | | | Individual Objectives | $68,115 | | 100 | $68,115 |
Determination of each NEO’s Performance and Annual Cash Incentive
Mr. Horvath’s employment with Equifax ended on June 1, 2025. His achievements for the portion of 2025 he served as President, U.S. Information Solutions included:
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Led the USIS business unit to deliver revenue of $1 billion in the first half of 2025, up 8% year-over-year. |
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Drove USIS Adjusted EBITDA margins to 34.6% for the first half of 2025, up 160 basis points year-over-year. |
Determination of each NEO’s Performance and Annual Cash Incentive
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Determination of each NEO’s Performance and Annual Cash Incentive
| John J. Kelley III | Former Executive Vice President, Chief Legal Officer and Corporate Secretary | | | | | | | | Objectives | Target Level | Actual Results | Actual Payout as a % of Target | 2025 Incentive Payout | | | Corporate Adjusted EPS | $7.450 | $7.602 | 156 | $528,281 | | | Corporate Operating Revenue | $5.951 billion | $6.021 billion | 134 | $104,416 | | | Individual Objectives | $104,000 | | 100 | $104,000 |
Determination of each NEO’s Performance and Annual Cash Incentive
Mr. Kelley stepped down from his role as Executive Vice President, Chief Legal Officer and Corporate Secretary on April 1, 2025 and retired from Equifax on January 1, 2026. His achievements for the portion of 2025 he served as Chief Legal Officer included:
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Effectively managed legal and regulatory matters across the enterprise, including engagement with key regulators and other stakeholders. |
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Oversaw the Company’s settlement with the CFPB in the first quarter of 2025. |
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Provided strategic legal support to our business units and our corporate functions, including finance, communications, investor relations, executive compensation and human resources. |
Determination of each NEO’s Performance and Annual Cash Incentive
| • | Oversaw our governance-focused shareholder engagement program, including direct participation in engagement meetings. |
2025 Long-Term Equity Incentive Compensation
2025 Long-Term Equity Incentive Compensation
Overview
Overview For 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 on page 67, 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). The Committee approved a 2025 Annual LTI structure for our CEO that consists of TSR performance shares (weighted 30%), Adjusted EBITDA performance shares (weighted 30%), premium-priced stock options with an eight-year term (weighted 20%) and time-based RSUs (weighted 20%). The Committee approved a 2025 Annual LTI structure for NEOs other than the CEO that consists of 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%).
Overview
| 2025 Annual LTI Structure | | | | ∎ TSR Performance Shares: value based on the performance of our stock relative to companies in the S&P 500 Index over a three-year period; subject to post-vesting holding period of 12 months ∎ Adjusted EBITDA Performance Shares: value based on our Adjusted EBITDA performance during a three-year period; subject to post-vesting holding period of 12 months ∎ Premium-Priced Stock Options: granted to our CEO, cliff vest on the third anniversary of the grant date and have exercise prices set at a premium to the market value of our stock on the grant date ∎ 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 RSUs: accomplish retention objectives through a three-year cliff vesting schedule while also augmenting the alignment of management and shareholder interests |
2025 LTIP Elements
2025 LTIP Elements Performance shares granted in 2025 are based on two different metrics: relative TSR and Adjusted EBITDA.
TSR Performance Shares
TSR Performance Shares TSR performance shares align with shareholder interests, as higher relative TSR results in higher returns for shareholders 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 pages 67–68, 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 is not necessarily impacted by the same economic factors as ours. Moreover, investors 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 issued under our LTI plan. Payouts in February 2028 (if any) for the TSR performance shares awarded on February 10, 2025 will be based on the following scale, with straight-line interpolation between the threshold and maximum levels:
TSR Performance Shares: Performance/Payout Scale
TSR Performance Shares: Performance/Payout Scale
TSR Performance Shares: Performance/Payout Scale
| Company TSR Percentile | Performance Share Payout as a % of Target | | 75th | 200% | | 50th | 100% | | 25th | 50% | | Below 25th | 0% |
TSR Performance Shares: Performance/Payout Scale
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
TSR Performance Shares: Performance/Payout Scale
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TSR Performance Shares: Performance/Payout Scale
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. If our team does not deliver 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 the S&P 500. TSR performance share awards accrue dividend equivalents on earned shares and require the recipient to hold the shares for a period of one year after vesting.
Adjusted EBITDA Performance Shares
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 2025 are earned, if at all, based on our Adjusted EBITDA for each of the three years of the performance period. In February 2025, the Committee set the threshold, target and maximum Adjusted EBITDA levels for 2025, and threshold, target and maximum Adjusted EBITDA growth rate goals for each of 2026 and 2027. 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 one year after vesting.
Market-Priced Stock Options
Market-Priced Stock Options The Compensation Committee believes that market-priced stock options provide a strong incentive for the creation of long-term shareholder value, because stock options may be exercised for a profit only to the extent our stock price appreciates after the grant date. If our NEOs are not able to drive share price returns in excess of the exercise price before the expiration date, the realized value of their 2025 stock options will be $0. The exercise price of stock options granted in 2025 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, 2025 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 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 2025 for our CEO were set above the market value of our stock in two equally weighted tranches, with exercise prices of 110% and 120% of the market value of our stock on the grant date. The premium-priced stock options granted on February 10, 2025 cliff-vest on the third anniversary of the grant date, assuming continued employment with the Company, and have an eight-year term.
RSUs
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, 2025 cliff vest on the third anniversary of the grant date, thereby maximizing the award’s long-term retention value. 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.
RSUs
| 84 | 2026 Proxy Statement |
Target Grant Value for 2025 Annual LTI Awards
Target Grant Value for 2025 Annual LTI Awards The following table details the target grant value used by the Compensation Committee to determine the number of performance shares, stock options and RSUs granted to each NEO in 2025. Actual grant date values, computed in accordance with applicable accounting standards, are disclosed in the “2025 Grants of Plan-Based Awards” table on page 96. 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. The Committee approved a 2025 Annual LTI structure for our CEO that consists of TSR performance shares (weighted 30%), Adjusted EBITDA performance shares (weighted 30%), premium-priced stock options with an eight-year term (weighted 20%) and time-based RSUs (weighted 20%). The Committee approved a 2025 Annual LTI structure for our NEOs other than the CEO that consists of 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%).
Target Grant Value for 2025 Annual LTI Awards
| Name | Target Grant Value ($)(1)(2) | Target Number of Performance Shares (TSR) Granted(3) | Target Number of Performance Shares (Adj. EBITDA) Granted(4) | Number of Stock Options Granted(5) | Number of RSUs Granted(6) | | M. Begor | 17,100,000 | 22,442 | 22,442 | 44,943 | 13,524 | | J. Gamble | 5,000,000 | 5,469 | 5,469 | 15,880 | 4,943 | | C. Borton | 4,500,000 | 4,922 | 4,922 | 14,292 | 4,449 | | J. Farshchi | 3,750,000 | 4,102 | 4,102 | 11,910 | 3,707 | | J. Houston(7) | 2,850,000 | 3,093 | 3,093 | 8,982 | 2,796 | | T. Horvath | 0 | 0 | 0 | 0 | 0 | | J. Kelley | 3,250,000 | 3,555 | 3,555 | 10,322 | 3,213 |
Target Grant Value for 2025 Annual LTI Awards
| 1 | Except as otherwise noted, the grant date for annual equity awards to each of the NEOs was February 10, 2025; the closing stock price on such date was $252.90. |
Target Grant Value for 2025 Annual LTI Awards
| 2 | The Compensation Committee determined the 2025 long-term incentive awards by establishing a dollar value for each NEO and then converting this dollar value to a number of performance shares, stock options (either market- or premium-priced) and RSUs. |
Target Grant Value for 2025 Annual LTI Awards
| 3 | The number of TSR 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 one-year post-vesting holding period. |
Target Grant Value for 2025 Annual LTI Awards
| 4 | 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 one-year post-vesting holding period. |
Target Grant Value for 2025 Annual LTI Awards
| 5 | Premium-priced stock options were granted to our CEO in 2025 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 granted is calculated using a Monte Carlo model, which is built on a lattice model framework. The number of market-priced stock options granted is calculated based on a binomial valuation model. |
Target Grant Value for 2025 Annual LTI Awards
| 6 | The number of RSUs granted is calculated by taking the target grant value divided by the closing price of our common stock on the grant date. |
Target Grant Value for 2025 Annual LTI Awards
| 7 | Ms. Houston received an annual equity award of $2,100,000 on February 10, 2025 in her capacity as Executive Vice President, Chief Strategy and Marketing Officer. She received an additional equity grant of $750,000 on May 1, 2025 in connection with her appointment as Executive Vice President, Chief Legal Officer on April 1, 2026 in recognition of her increased responsibilities and a review of competitive market rates for her new position; the closing stock price on May 1, 2026 was $260.61. |
CEO Equity Deferrals
| • | During 2021 through 2024, our CEO 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. |
CEO Equity Deferrals
| • | These deferred equity awards had an aggregate value of more than $48 million as of March 9, 2026 (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. |
Vesting Results of Previously-Granted Performance Shares
Vesting Results of Previously-Granted Performance Shares
2023 TSR Performance Share Awards
2023 TSR Performance Share Awards In February 2026, the Compensation Committee approved the vesting and payment of the TSR performance shares granted in February 2023 at 112.23% of the 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, 2025. The number of TSR 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 table below:
2023 TSR Performance Share Awards
| | Period from January 1, 2023 through the end of: | | | | | | | | | | | Q1 2025 | | Q2 2025 | | Q3 2025 | | Q4 2025 | | Average | | Equifax TSR | 27.2 | | 35.7 | | 34.5 | | 14.0 | | | | Equifax Percentile vs. S&P 500 | 55 | th | 59 | th | 53 | rd | 41 | st | | | Payout | 118.62 | | 136.11 | | 113.11 | | 81.07 | | 112.23% |
2023 Adjusted EBITDA Performance Share Awards
2023 Adjusted EBITDA Performance Share Awards In February 2026, the Compensation Committee approved the vesting and payment of the Adjusted EBITDA performance shares granted in February 2023 at 110.73% of the target award level. The Committee’s determination was based on our Adjusted EBITDA for each of the three years of the performance period ended December 31, 2025. The number of Adjusted EBITDA performance shares payable was the target award multiplied by a percentage (from 0% to 200%) that was calculated by taking the average of the payout percentages achieved for each of the three years of the performance period, as shown in the table below:
2023 Adjusted EBITDA Performance Share Awards
| Performance Period | | Threshold (50%) | Target (100%) | Maximum (200%) | Actual Performance | Actual Payout as a % of Target | | Year 1 | 2023 | $1.629 billion | $1.791 billion | $1.854 billion | $1.695 billion | 70.29% | | Year 2 | 2024 | $1.695 billion (prior year actual) | $1.796 billion (+6.0% from prior year actual) | $1.856 billion (+9.5% from prior year actual) | $1.836 billion | 166.75% | | Year 3 | 2025 | $1.836 billion (prior year actual) | $1.946 billion (+6.0% from prior year actual) | $2.010 billion (+9.5% from prior year actual) | $1.935 billion | 95.14% | | Final 3-Year Average Payout Percentage | | | | | | 110.73% |
2023 Adjusted EBITDA Performance Share Awards
| 86 | 2026 Proxy Statement |
Revised 2026 LTI Structure
Revised 2026 LTI Structure For our CEO, the Committee approved a 2026 LTI structure consisting of Adjusted EBITDA performance shares with a TSR modifier (weighted 60%) and time-based RSUs (weighted 40%), both subject to three-year cliff vesting and a two-year post-vesting holding period. This structure is broadly aligned with that of the 2026 LTI approved by the Committee for our NEOs other than the CEO, which consists of Adjusted EBITDA performance shares with a TSR modifier (weighted 50%) and time-based RSUs (weighted 50%), both subject to three-year cliff vesting and a two-year post-vesting holding period.
Revised 2026 LTI Structure
| 1 | 3-year cliff vesting. |
Revised 2026 LTI Structure
| 2 | 3-year cliff vesting plus 1-year post-vesting holding period. |
Revised 2026 LTI Structure
| 3 | 3-year cliff vesting plus 2-year post-vesting holding period. |
Revised 2026 LTI Structure
| | 87 |
Revised 2026 LTI Structure
The Committee believes that the revised 2026 LTI structure, including the enhancements outlined below, will strengthen retention, simplify the program by reducing the number of LTI vehicles used, reinforce long-term equity ownership in alignment with our shareholders, emphasize operational performance and focus on metrics more directly within management’s control:
Revised 2026 LTI Structure
| • | Added two-year post-vesting holding period for RSUs granted to our CEO and other NEOs. Time-based RSUs granted to our CEO and other NEOs cliff vest on the third anniversary of the grant date. In addition to this three-year cliff vesting, the RSUs granted to our CEO and other NEOs in 2026 will be subject to a two-year post-vesting holding period, for an aggregate transfer restriction of five years, establishing long-term ownership and accountability. This enhancement more closely aligns management with investors and encourages long-term decision making and corporate performance. |
Revised 2026 LTI Structure
| • | Extended post-vesting holding period for performance shares granted to our CEO and other NEOs from one year to two years. Since 2021, performance shares granted to our CEO and other NEOs have been subject to three-year cliff vesting and a one-year post-vesting holding period. Under the 2026 LTI program, the Committee decided to extend the duration of the post-vesting holding period from one year to two years, for a 5-year horizon. This change more closely aligns management with investors and encourages long-term decision making and corporate performance. |
Revised 2026 LTI Structure
| • | Transitioned to Adjusted EBITDA performance shares with a relative TSR modifier. In 2022, the Committee introduced an Adjusted EBITDA component to the performance share structure to complement the existing TSR performance shares. Beginning in 2026, all performance shares granted under the 2026 LTI framework will be earned, if at all, based on Adjusted EBITDA performance over a three-year period, reflecting the Committee’s emphasis on operational metrics that correlate with profitable growth and are more directly influenced by management. To maintain alignment with shareholders’ experience, a relative TSR modifier based on the Company’s TSR percentile rank relative to the S&P 500 may adjust final payouts upward or downward by 20%. The performance shares will remain subject to a maximum payout of 200% of target. |
Revised 2026 LTI Structure
| • | Replaced stock options with time-based RSUs subject to three-year cliff vesting and a two-year post-vesting holding period. For 2026, the Committee adjusted the LTI structure for our CEO and other NEOs by removing stock options and replacing them with time-based RSUs subject to three year-cliff vesting and a two-year post-vesting holding period, for an aggregate transfer restriction of five years. While both RSUs and stock options promote long-term value creation, we believe at this time that replacing stock options with RSUs creates stronger retentive value and supports the Company’s ability to attract and retain top talent in a competitive market, while at the same time requiring long-term ownership and alignment with shareholders. |
Revised 2026 LTI Structure
| • | Removed accelerated vesting upon retirement for RSUs granted to our CEO. Beginning in 2025, RSUs granted to our CEO define “Retirement” as voluntary resignation on or after December 31, 2027 (or termination without cause or resignation for good reason). Historically, time-based RSUs granted to our CEO would fully vest immediately upon retirement. However, beginning in 2026, the time-based RSUs granted to our CEO will continue to vest after his retirement according to the regular three-year cliff vesting schedule and they will also be subject to the two-year post-vesting holding period described above. The Committee believes this change incentivizes decisions that align with the long-term financial performance of the Company, while also ensuring oversight of a successful CEO succession process when it occurs. |
Equity Award Grant Practices
Equity Award Grant Practices We have a written policy on equity grants, including stock options, 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. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. 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.
Deferred Compensation Plans
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 104-105 for more information on our deferred compensation plans.
Deferred Compensation Plans
During 2021-2024, 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. These deferred equity awards had an aggregate value of more than $48 million as of March 9, 2026 (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. As a result of his deferral elections, our CEO will continue to be invested in Equifax for more than ten years following his tenure at the Company. See pages 85–86 for more information.
CEO Employment Agreement
CEO Employment Agreement On November 7, 2024, the Company entered into a letter agreement (the “2024 Letter Agreement”) with our CEO which amends certain terms of the employment agreement between the Company and Mr. Begor dated March 27, 2018 (as amended by the letter agreement between the Company and Mr. Begor dated February 4, 2021 and the 2024 Letter Agreement, the “Employment Agreement”). 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. Mr. Begor’s target annual cash incentive award opportunity is 120%, subject to increase but not decrease, of his annual base salary and is determined exclusively based upon achievement measured against specified Company financial goals. Under the Employment Agreement, Mr. Begor’s long-term incentive award target grant date value is $10.1 million, subject to increase but not decrease. The Employment Agreement provides for an annual long-term incentive award mix of (i) 60% performance shares, (ii) 20% premium-priced stock options and (iii) 20% time-based RSUs, which mix may be modified by mutual consent of the Company and Mr. Begor. Each award of premium-priced options will be split evenly into two equally-weighted tranches, based on fair value on the grant date, with exercise prices set at premiums of 110% and 120% to the fair market value of a share of our common stock on the applicable grant date. Mr. Begor’s annual long-term incentive awards 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.
CEO Employment Agreement
| 90 | 2026 Proxy Statement |
CEO Employment Agreement
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 an annual physical 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 (i) terminated by the Company without “cause,” (ii) resigns for “good reason” or (iii) on or after December 31, 2027, voluntarily terminates his employment (each as defined in the Employment Agreement), provided he signs a release of claims against the Company and complies with applicable restrictive covenants, any then outstanding equity awards will vest in accordance with the applicable award agreement. 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 for continuation of healthcare coverage under Section 4980B of the Internal Revenue Code (“Code”) or comparable law (“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. 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.
Change in Control Arrangements
Change in Control Arrangements The Equifax Inc. 2019 Change in Control Severance Plan (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 pages 111–112 for 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.
Policies on Clawback of Incentive Compensation
| Events that Trigger Action | Covered Persons | Covered Awards | | Material restatement with misconduct | Current and former employees | Annual and long-term incentives awarded within three-year period preceding the date the misconduct is discovered | | Material restatement without misconduct | Current and former executives | Excess amount of annual and long-term incentives awarded within three-year period preceding the restatement date | | Materially inaccurate financial statements or performance metrics with misconduct | Current and former employees | Annual and long-term incentives awarded within three-year period preceding the date the misconduct is discovered | | Materially inaccurate financial statements or performance metrics without misconduct | Current and former employees | Excess amount of annual and long-term incentives awarded within three-year period preceding the date the inaccuracy is discovered | | Misconduct resulting in significant financial and/or reputational harm and the employee either engaged in the misconduct or failed to fulfill his or her supervisory responsibility to prevent another employee from engaging in such misconduct | Current and former employees | Annual and long-term incentives awarded within three-year period preceding the date the misconduct is discovered |
Policies on Clawback of Incentive Compensation
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. We also have a clawback policy that complies with SEC rules and NYSE listing standards related to clawbacks.
Summary Compensation Table
Summary Compensation Table The following table presents information regarding compensation of the NEOs for services rendered during 2025, 2024 and 2023. 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.
Summary Compensation Table
| 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 | 2025 | 1,500,000 | 0 | 14,993,110 | 3,420,130 | 2,737,634 | 0 | 769,260 | 23,420,134 | | Chief Executive Officer | 2024 | 1,500,000 | 0 | 8,986,294 | 2,019,906 | 1,712,415 | 0 | 579,284 | 14,797,899 | | | 2023 | 1,500,000 | 0 | 8,080,418 | 2,019,634 | 944,110 | 0 | 505,646 | 13,049,808 | | John W. Gamble, Jr. | 2025 | 800,000 | 0 | 4,070,339 | 1,250,074 | 1,552,058 | 362,400 | 22,186 | 8,057,056 | | EVP, Chief Financial Officer & Chief Operations Officer | 2024 | 800,000 | 0 | 3,299,235 | 999,995 | 1,114,630 | 47,300 | 23,006 | 6,284,167 | | | 2023 | 794,231 | 0 | 3,000,373 | 999,658 | 650,955 | 650,500 | 18,888 | 6,114,604 | | Chad M. Borton | 2025 | 769,231 | 0 | 3,663,329 | 1,125,066 | 1,238,295 | 0 | 235,245 | 7,031,166 | | EVP, President, Workforce Solutions | 2024 | 460,096 | 0 | 9,070,775 | 870,340 | 818,367 | 0 | 409,430 | 11,629,008 | | Jamil Farshchi | 2025 | 722,116 | 0 | 3,052,820 | 937,555 | 1,167,463 | 0 | 226,458 | 6,106,411 | | EVP, Chief Technology Officer | 2024 | 687,692 | 0 | 2,062.694 | 624,980 | 798,461 | 0 | 166,625 | 4,340,453 | | Julia A. Houston | 2025 | 647,692 | 0 | 2,320,179 | 712,635 | 837,713 | 0 | 166,041 | 4,684,260 | | EVP, Chief Legal Officer | | | | | | | | | | | Todd Horvath | 2025 | 332,039 | 0 | 0 | 0 | 545,198 | 0 | 6,030,075 | 6,907,312 | | Former EVP, President, U.S. Information Solutions | 2024 | 697,115 | 0 | 2,886,703 | 874,996 | 907,716 | 0 | 203,483 | 5,570,013 | | | 2023 | 495,865 | 0 | 6,550,408 | 849,687 | 758,721 | 0 | 241,787 | 8,896,469 | | John J. Kelley III | 2025 | 650,000 | 0 | 2,645,810 | 812,548 | 736,698 | 258,500 | 31,589 | 5,135,144 | | Former EVP, Chief Legal Officer | | | | | | | | | |
Summary Compensation Table
| 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 Plan or the Equifax Inc. Employee Deferred Compensation Plan (2022). For Mr. Horvath, this amount also includes a payment of $22,424 for unused vacation paid upon termination. |
Summary Compensation Table
| 2 | The grant date for 2025 annual equity awards to each of the NEOs, other than Mr. Horvath, was February 10, 2025; the closing stock price on such date was $252.90. Ms. Houston received an additional equity award on May 1, 2025 to recognize her promotion to Chief Legal Officer; the closing stock price on such date was $260.61. Mr. Horvath did not receive a 2025 annual equity award. |
Summary Compensation Table
| 3 | 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 stock awards under the Equifax Director and Executive Stock Deferral Plan or the Equifax Inc. Employee Deferred Compensation Plan (2022). Stock awards in 2025 included time-vested RSUs, TSR performance shares and Adjusted EBITDA performance shares. For the 2025 TSR performance share awards, the grant date fair value was determined using a Monte Carlo valuation model consistent with the estimated full cost to be recognized over the three-year performance period based on the probable outcome of the performance conditions, then applying an illiquidity discount to reflect the one-year post-vesting holding period. |
Summary Compensation Table
| The calculations reflect an accounting value for the 2025 TSR performance share grants to our NEOs of $287.09 per share, which was 113.52% of our closing stock price on the February 10, 2025 grant date. Ms. Houston received an additional grant on May 1, 2025 in connection with her promotion to Chief Legal Officer; the calculations for her promotion grant reflect an accounting value for the 2025 TSR performance share grants of $295.84 per share, which was 113.52% of our closing stock price on the grant date. Assumptions used in the calculation of the amounts in this column are described in Note 8 to our audited consolidated financial statements for the fiscal year ended December 31, 2025, in our 2025 Form 10-K. |
Summary Compensation Table
| For the 2025 Adjusted EBITDA performance share awards, the grant date fair value was determined based on our closing stock price on the grant date, then applying an illiquidity discount to reflect the one-year post-vesting holding period. The calculations reflect an accounting value for the 2025 Adjusted EBITDA performance share grants to our NEOs of $228.59 per share for the awards, which was 90.39% of our closing stock price on the February 10, 2025 grant date. |
Summary Compensation Table
| 94 | 2026 Proxy Statement |
Summary Compensation Table
| Ms. Houston received an additional grant on May 1, 2025 in connection with her promotion to Chief Legal Officer; the calculations for her promotion grant reflect an accounting value for the 2025 Adjusted EBITDA performance share grant of $235.57 per share, which was 90.39% of our closing stock price on the grant date. |
Summary Compensation Table
| The value of the 2025 time-vested RSU awards, TSR performance share awards and Adjusted EBITDA performance share awards, based on the closing price of our common stock on the grant date and assuming the highest level of performance under the performance share awards would be achieved (200% of the target), are as follows: Mr. Begor, $26,122,547; Mr. Gamble, $6,782,525; Mr. Borton, $6,104,247; Mr. Farshchi, $5,087,084; Ms. Houston, $3,866,087; and Mr. Kelley, $4,408,806. The NEOs may never realize any value from the performance shares, and to the extent they do, the amounts realized may have no correlation to the amounts reported above. |
Summary Compensation Table
| 4 | The amount in this column shows the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718. For NEOs (excluding Mr. Begor), 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. For Mr. Begor, who received premium priced stock option awards, the amount is based on the fair value of the stock option award as estimated using the Monte Carlo model multiplied by the number of shares subject to the option award. Assumptions used in the binomial and Monte Carlo models 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, 2025, in our 2025 Form 10-K. |
Summary Compensation Table
| 5 | Represents annual incentive awards paid under the Annual Incentive Plan for services performed in 2025, 2024 and 2023, respectively. Amounts shown are not reduced to reflect the NEO’s election, if any, to defer receipt of awards under the Equifax Inc. Employee Deferred Compensation Plan (2022). |
Summary Compensation Table
| 6 | For Messrs. Gamble and Kelley, 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. There are no above-market or preferential earnings on compensation deferred on a basis that is not tax-qualified, including such earnings on non-qualified contribution plans. The pension accrual amounts represent the difference in present value liability (measured at the respective fiscal year-end dates shown in the table) based on the assumptions shown in the text following the “Pension Benefits at 2025 Fiscal Year-End” table on page 102. Year-over-year changes in pension value generally are driven in large part by changes in actuarial pension assumptions as well as increases in service, age and compensation. The increase in pension values for Messrs. Gamble and Kelley is due to one additional year of service under the SERP offset partially by an increase in the discount rate. See “Pension Benefits at 2025 Fiscal Year-End” on page 102 for more information on pension benefits. |
Summary Compensation Table
| 7 | The “All Other Compensation” column for 2025 includes the following: |
Summary Compensation Table
| Name | Perquisites and Personal Benefits(a) ($) | Relocation and Living Expenses ($) | Tax Reimbursements ($) | Company Contributions to Defined Contribution Plans(b) ($) | Severance Payments(c) ($) | Total ($) | | M. Begor | 327,996 | 0 | 0 | 441,263 | 0 | 769,260 | | J. Gamble | 11,686 | 0 | 0 | 10,500 | 0 | 22,186 | | C. Borton | 16,993 | 0 | 0 | 218,253 | 0 | 235,245 | | J. Farshchi | 20,000 | 0 | 0 | 206,458 | 0 | 226,458 | | J. Houston | 0 | 0 | 0 | 166,041 | 0 | 166,041 | | T. Horvath | 0 | 0 | 0 | 0 | 6,030,075 | 6,030,075 | | J. Kelley | 21,089 | 0 | 0 | 10,500 | 0 | 31,589 |
Summary Compensation Table
| (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, event tickets, private aircraft usage and spousal travel, none of which exceeded $25,000 as a category for any NEO except for Mr. Begor, whose total includes $50,000 for tax and financial planning services, $238,825 for private aircraft usage and $32,481 for spousal travel. A value of $0 in this column for any NEO indicates that the NEO received perquisites or personal benefits, but the amount was not required to be disclosed under SEC rules. |
Summary Compensation Table
| (b) For Messrs. Begor, Borton, Farshchi and Ms. Houston the amounts in this column reflect a Company contribution to the Supplemental Contribution Program (part of the non-qualified deferred compensation plan) for the applicable fiscal year as well as a Company match of 100% of the first 5% of compensation (subject to the government limit on compensation of $350,000 in 2025) contributed on a pre-tax and/or after-tax basis to the tax-qualified 401(k) Plan. For Messrs. Gamble and Kelley, the amounts reflect a Company match of 50% of the first 6% of compensation (subject to the government limit on compensation of $350,000 in 2025) contributed on a pre-tax and/or Roth after-tax basis to the tax-qualified 401(k) Plan. See “401(k) Plan” on page 97 and “Supplemental Contribution Program” on page 104. |
Summary Compensation Table
| (c) The amount of this column consists of (i) a $2.9 million cash severance payment to Mr. Horvath, which is approximately two years of his annual cash compensation, and (ii) a $3.1 million cash payment to Mr. Horvath representing the fair market value at the time of his separation of the unvested portion of his new hire “make whole” equity award granted in 2023 to compensate him for foregoing unvested equity at his prior employer, payment of which is made in accordance with the terms of his award agreement. |
Summary Compensation Table
| 8 | 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. The 2024 amounts for Mr. Borton include a new hire “make whole” grant of RSUs, TSR performance shares and Adjusted EBITDA performance shares with an aggregated grant date fair value of $6.2 million. |
Summary Compensation Table
| | 95 |
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards Set forth below is information regarding awards provided to the NEOs in 2025. The non-equity incentive awards were made under the AIP, which is part of our shareholder-approved amended and restated 2023 Omnibus Incentive Plan (the “2023 Omnibus Incentive Plan”). The equity awards were also made under the 2023 Omnibus Incentive Plan.
2025 Grants of Plan-Based Awards
| Name(1) | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units(4) (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards(5) ($/Sh) | Grant Date Fair Value of Stock and Option Awards(6) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | M. Begor | | | | | | | | | | | | | AIP | | 450,000 | 1,800,000 | 3,600,000 | | | | | | | | | PS-TSR | 2/10/2025 | | | | 11,221 | 22,442 | 44,884 | | | | 6,442,874 | | PS-EBITDA | 2/10/2025 | | | | 11,221 | 22,442 | 44,884 | | | | 5,130,017 | | RSU | 2/10/2025 | | | | | | | 13,524 | | | 3,420,220 | | PPSO | 2/10/2025 | | | | | | | | 21,424 | 278.19 | 1,710,064 | | PPSO | 2/10/2025 | | | | | | | | 23,519 | 303.48 | 1,710,066 | | J. Gamble | | | | | | | | | | | | | AIP | | 384,000 | 960,000 | 1,920,001 | | | | | | | | | PS-TSR | 2/10/2025 | | | | 2,735 | 5,469 | 10,938 | | | | 1,570,095 | | PS-EBITDA | 2/10/2025 | | | | 2,735 | 5,469 | 10,938 | | | | 1,250,159 | | RSU | 2/10/2025 | | | | | | | 4,943 | | | 1,250,085 | | MPSO | 2/10/2025 | | | | | | | | 15,880 | 252.90 | 1,250,074 | | C. Borton | | | | | | | | | | | | | AIP | | 353,846 | 884,616 | 1,769,231 | | | | | | | | | PS-TSR | 2/10/2025 | | | | 2,461 | 4,922 | 9,844 | | | | 1,413,057 | | PS-EBITDA | 2/10/2025 | | | | 2,461 | 4,922 | 9,844 | | | | 1,125,120 | | RSU | 2/10/2025 | | | | | | | 4,449 | | | 1,125,152 | | MPSO | 2/10/2025 | | | | | | | | 14,292 | 252.90 | 1,125,066 | | J. Farshchi | | | | | | | | | | | | | AIP | | 288,846 | 722,116 | 1,444,231 | | | | | | | | | PS-TSR | 2/10/2025 | | | | 2,051 | 4,102 | 8,204 | | | | 1,177,643 | | PS-EBITDA | 2/10/2025 | | | | 2,051 | 4,102 | 8,204 | | | | 937,676 | | RSU | 2/10/2025 | | | | | | | 3,707 | | | 937,500 | | MPSO | 2/10/2025 | | | | | | | | 11,910 | 252.90 | 937,555 | | J. Houston | | | | | | | | | | | | | AIP | | 207,262 | 518,154 | 1,036,308 | | | | | | | | | PS-TSR | 2/10/2025 | | | | 1,149 | 2,297 | 4,594 | | | | 659,446 | | PS-EBITDA | 2/10/2025 | | | | 1,149 | 2,297 | 4,594 | | | | 525,071 | | RSU | 2/10/2025 | | | | | | | 2,076 | | | 525,020 | | MPSO | 2/10/2025 | | | | | | | | 6,670 | 252.90 | 525,062 | | PS-TSR (P) | 5/1/2025 | | | | 398 | 796 | 1,592 | | | | 235,489 | | PS-EBITDA (P) | 5/1/2025 | | | | 398 | 796 | 1,592 | | | | 187,514 | | RSU (P) | 5/1/2025 | | | | | | | 720 | | | 187,639 | | MPSO (P) | 5/1/2025 | | | | | | | | 2,312 | 260.61 | 187,573 | | T. Horvath(7) | | | | | | | | | | | | | AIP | | 136,231 | 340,577 | 681,154 | | | | | | | | | J. Kelley | | | | | | | | | | | | | AIP | | 208,000 | 520,000 | 1,040,000 | | | | | | | | | PS-TSR | 2/10/2025 | | | | 1,778 | 3,555 | 7,110 | | | | 1,020,605 | | PS-EBITDA | 2/10/2025 | | | | 1,778 | 3,555 | 7,110 | | | | 812,637 | | RSU | 2/10/2025 | | | | | | | 3,213 | | | 812,568 | | MPSO | 2/10/2025 | | | | | | | | 10,322 | 252.90 | 812,548 |
2025 Grants of Plan-Based Awards
| 96 | 2026 Proxy Statement |
2025 Grants of Plan-Based Awards
| 1 | AIP = cash incentive award under 2025 Annual Incentive Plan (AIP); PS-TSR = TSR performance shares granted under 2025 Annual LTI program; PS-EBITDA = Adjusted EBITDA performance shares granted under 2025 Annual LTI program; RSU = time-vested RSUs granted under 2025 Annual LTI program; PPSO = premium-priced stock options granted under 2025 Annual LTI program; MPSO = market-priced stock options granted under 2025 Annual LTI program; PS-TSR (P) = promotion grant of TSR performance shares; PS-EBITDA (P) = promotion grant of Adjusted EBITDA performance shares; RSU (P) = promotion grant of time-vested RSUs; and MPSO (P) = promotion grant of market-priced stock options. |
2025 Grants of Plan-Based Awards
| 2 | The amounts shown represent the range of possible dollar payouts that could have been earned under the 2025 AIP. With respect to Mr. Begor, the amount in the “Threshold” column assumes the Company achieved the minimum performance level required for the granting of AIP awards for each component of the AIP award, resulting in an award equal to 25% of Mr. Begor’s award target. With respect to our other NEOs, the amount in the “Threshold” column assumes the Company achieved the minimum performance level required for the granting of AIP awards for each component of the AIP award, and that the NEO was rated “achieves expectations” for the individual performance portion of the award (100% of target), resulting in an award equal to 40% of each such NEO’s award target. |
2025 Grants of Plan-Based Awards
| 3 | Represents grants to each NEO during 2025 of performance shares under our 2023 Omnibus Incentive Plan. TSR performance shares granted are earned, if at all, based on our TSR performance after a three-year period relative to the TSR after the same period for the companies in the S&P 500 Index as of the grant date. Adjusted EBITDA performance shares granted are earned, if at all, based on Adjusted EBITDA for each of the three years of the performance period. Performance shares accrue dividend equivalent units which vest at the same time and at the same level of award attainment as the underlying shares. Performance share awards require the recipient to hold the shares for a period of 12 months following vesting. Information regarding performance targets, vesting and additional performance share award details is set forth under “2025 Long-Term Equity Incentive Compensation” beginning on page 82. |
2025 Grants of Plan-Based Awards
| 4 | Represents the number of RSUs granted to each NEO during 2025. The RSUs will vest, subject to continued employment, on the third anniversary of the grant date. Dividend equivalents accrue on unvested shares. Additional information regarding RSUs is set forth under the heading “2025 Long-Term Equity Incentive Compensation” beginning on page 82. |
2025 Grants of Plan-Based Awards
| 5 | For Mr. Begor, represents premium-priced stock options issued with an exercise price equal to 110% or 120% of the closing price of Equifax stock ($252.90) on the February 10, 2025 grant date. For Ms. Houston and Messrs. Gamble, Borton, Farshchi and Kelley, represents market-priced stock options issued with an exercise price equal to the closing price of Equifax stock ($252.90) on the February 10, 2025 grant date. For Ms. Houston, also represents market-priced stock options issued in connection with her promotion to Chief Legal Officer with an exercise price equal to the closing price of Equifax stock ($260.61) on the May 1, 2025 grant date. |
2025 Grants of Plan-Based Awards
| 6 | Represents full grant date fair value of stock and option awards granted to each NEO in 2025 computed in accordance with FASB ASC Topic 718, excluding the estimated effect of forfeitures. The premium-priced stock options granted in 2025 to our CEO cliff vest on February 10, 2028, subject to continued employment, and have an eight-year term. The market-priced stock options granted in 2025 to NEOs other than the CEO vest, subject to continued employment, one-third annually for three years following the grant date and have a ten-year term. |
2025 Grants of Plan-Based Awards
| 7 | Mr. Horvath did not receive any awards under the 2025 Annual LTI program. |
Additional Discussion of Material Items in Summary Compensation and Grants of Plan-Based Awards Tables
Additional Discussion of Material Items in Summary Compensation and Grants of Plan-Based Awards Tables Our executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and the Grants of Plan-Based Awards Table was paid or awarded, are described under “Compensation Discussion and Analysis” beginning on page 60. A summary of certain material terms of our compensation plans and arrangements is set forth below.
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(2) | | M. Begor | 151,165 | | | 112.46 | 5/4/2028 | | | | | | | 26,751 | | | 194.91 | 2/12/2028 | | | | | | | 30,596 | | | 212.63 | 2/12/2028 | | | | | | | 17,522 | | | 247.50 | 2/11/2029 | | | | | | | 19,652 | | | 270.00 | 2/11/2029 | | | | | | | 43,440 | | | 229.80 | 7/29/2030 | | | | | | | 48,281 | | | 250.69 | 7/29/2030 | | | | | | | | 16,580 | | 226.78 | 2/10/2031 | | | | | | | | 18,346 | | 247.39 | 2/10/2031 | | | | | | | | 14,097 | | 274.10 | 2/9/2031 | | | | | | | | 15,662 | | 299.02 | 2/9/2031 | | | | | | | | 21,424 | | 278.19 | 2/10/2033 | | | | | | | | 23,519 | | 303.48 | 2/10/2033 | | | | | | | | | | | | 10,005(3) | 2,170,920 | | | | | | | | | | 8,218(3) | 1,783,076 | | | | | | | | | | 13,630(3) | 2,957,379 | | | | | | | | | | | | 59,123(10) | 12,828,415 | | | | | | | | | | 14,352(11) | 3,114,040 | | | | | | | | | | 18,926(12) | 4,106,664 | | | | | | | | | | 6,744(13) | 1,463,230 | | | | | | | | | | 13,487(14) | 2,926,460 | | | | | | | | | | 11,309(15) | 2,453,768 | | | | | | | | | | 45,235(16) | 9,815,070 | | J. Gamble | 10,385 | | | 129.93 | 2/16/2027 | | | | | | | 11,128 | | | 121.35 | 3/5/2028 | | | | | | | 16,196 | | | 123.49 | 7/27/2028 | | | | | | | 9,877 | | | 177.19 | 2/12/2031 | | | | | | | 7,797 | | | 225.00 | 2/11/2032 | | | | | | | 6,641 | | | 225.00 | 2/11/2032 | | | | | | | 10,309 | 5,156 | | 206.16 | 2/10/2033 | | | | | | | 4,301 | 8,603 | | 249.18 | 2/9/2034 | | | | | | | 0 | 15,880 | | 252.90 | 2/10/2035 | | | | | | | | | | | | 4,953(4) | 1,074,620 | | | | | | | | | | 4,068(4) | 882,778 | | | | | | | | | | 4,779(4) | 1,036,978 | | | | | | | | | | | | 4,737(11) | 1,027,855 | | | | | | | | | | 6,246(12) | 1,355,309 | | | | | | | | | | 2,226(13) | 482,889 | | | | | | | | | | 4,451(14) | 965,778 | | | | | | | | | | 2,756(15) | 597,971 | | | | | | | | | | 11,024(16) | 2,391,883 | | C. Borton | 4,302 | 8,065 | | 231.34 | 5/6/2034 | | | | | | | | 14,292 | | 252.90 | 2/10/2035 | | | | | | | | | | | | 8,753(5) | 1,899,144 | | | | | | | | | | 4,102(5) | 890,005 | | | | | | | | | | 4,484(5) | 972,891 | | | | | | | | | | | | 5,834(13) | 1,265,914 | | | | | | | | | | 11,668(14) | 2,531,719 | | | | | | | | | | 2,480(15) | 538,163 | | | | | | | | | | 9,921(16) | 2,152,651 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| | 99 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(2) | | J. Farshchi | 6,182 | | | 121.35 | 3/5/2028 | | | | | | | 6,213 | | | 191.44 | 2/21/2026 | | | | | | | 5,643 | | | 177.19 | 2/12/2031 | | | | | | | 4,477 | | | 225.00 | 2/11/2032 | | | | | | | 1,741 | | | 225.00 | 2/11/2032 | | | | | | | 4,381 | 2,191 | | 206.16 | 2/10/2033 | | | | | | | 1,827 | 3,657 | | 249.18 | 2/9/2034 | | | | | | | 831 | 1,663 | | 257.85 | 2/9/2034 | | | | | | | 0 | 11,910 | | 252.90 | 2/10/2035 | | | | | | | | | | | | 2,105(6) | 456,829 | | | | | | | | | | 1,729(6) | 375,143 | | | | | | | | | | 786(6) | 170,599 | | | | | | | | | | 3,736(6) | 810,634 | | | | | | | | | | | | 2,013(11) | 436,753 | | | | | | | | | | 2,654(12) | 575,928 | | | | | | | | | | 1,376(13) | 298,603 | | | | | | | | | | 2,752(14) | 597,207 | | | | | | | | | | 2,067(15) | 448,505 | | | | | | | | | | 8,268(16) | 1,794,022 | | J. Houston | 4,234 | | | 177.19 | 212/2031 | | | | | | | 3,369 | | | 225.00 | 2/11/2032 | | | | | | | 1,513 | | | 225.00 | 2/11/2032 | | | | | | | 3,867 | 1,934 | | 206.16 | 2//10/2033 | | | | | | | 1,827 | 3,657 | | 249.18 | 2/9/2034 | | | | | | | 0 | 6,670 | | 252.90 | 2/10/2035 | | | | | | | 0 | 2,312 | | 260.61 | 5/1/2035 | | | | | | | | | | | | 1,782(7) | 386,575 | | | | | | | | | | 1,659(7) | 359,893 | | | | | | | | | | 2,007(7) | 435,518 | | | | | | | | | | 695(7) | 150,798 | | | | | | | | | | | | 1,776(11) | 385,384 | | | | | | | | | | 2,342(12) | 508,271 | | | | | | | | | | 946(13) | 205,310 | | | | | | | | | | 1,892(14) | 410,621 | | | | | | | | | | 1,558(15) | 338,040 | | | | | | | | | | 6,232(16) | 1,352,159 | | T. Horvath(8) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | J. Kelley | 6,773 | | | 177.19 | 2/12/2031 | | | | | | | 7,107 | | | 225.00 | 2/11/2032 | | | | | | | 5,669 | 2,835 | | 206.16 | 2/10/2033 | | | | | | | 2,956 | 5,915 | | 249.18 | 2/9/2034 | | | | | | | 0 | 10,322 | | 252.90 | 2/10/2035 | | | | | | | | | | | | 2,724(9) | 591,074 | | | | | | | | | | 2,798(9) | 607,061 | | | | | | | | | | 3,106(9) | 674,046 | | | | | | | | | | | | 2,605(11) | 565,296 | | | | | | | | | | 3,435(12) | 745,432 | | | | | | | | | | 1,530(13) | 332,000 | | | | | | | | | | 3,060(14) | 664,000 | | | | | | | | | | 1,791(15) | 388,697 | | | | | | | | | | 7,166(16) | 1,554,790 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 1 | Options granted in 2023 to Mr. Begor vest on February 10, 2026. Options granted in 2023 to Messrs. Gamble, Farshchi and Kelley and Ms. Houston vest one-third annually over three years following the grant date. Options granted in 2024 to Mr. Begor vest on |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 100 | 2026 Proxy Statement |
Outstanding Equity Awards at 2025 Fiscal Year-End
| February 9, 2027. Options granted in 2024 to Messrs. Gamble, Borton, Farshchi and Kelley and Ms. Houston vest one-third annually over three years following the grant date. Options granted in 2025 to Mr. Begor vest on February 10, 2028. Options granted in 2025 to Messrs. Gamble, Borton, Farshchi and Kelley and Ms. Houston vest one-third annually over three years following the grant date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 2 | Based on the closing price of Equifax common stock ($216.98) on December 31, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 3 | RSUs vest on February 10, 2026 (10,005), February 9, 2027 (8,218) and February 10, 2028 (13,630). |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 4 | RSUs vest on February 10, 2026 (4,953), February 9, 2027 (4,068) and February 10, 2028 (4,779). |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 5 | New hire LTI award of 13,099 RSUs in 2024 vests one-third annually over three years: May 6, 2025 (4,347), May 6, 2026 (4,376) and May 6, 2027 (4,376). Annual LTI award granted to Mr. Borton in 2024 of 4,102 RSUs cliff vests on May 6, 2027. Annual LTI award granted in 2025 to Mr. Borton of 4,484 RSUs cliff vests on February 10, 2028. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 6 | RSUs vest on February 10, 2026 (2,105), February 9, 2027 (1,729), February 20, 2027 (786) and February 10, 2028 (3,736). |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 7 | RSUs vest on February 10, 2026 (1,782), February 9, 2027 (1,659), February 10, 2028 (2,007) and May 1, 2028 (695). |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 8 | All LTI awards to Mr. Horvath were exercised, forfeited or cancelled as of December 31, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 9 | RSUs vest on February 10, 2026 (2,724), February 9, 2027 (2,798) and February 10, 2028 (3,106). |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 10 | TSR performance shares granted during 2022 that were earned based on Equifax’s performance for the 3.4 year-performance period ended December 31, 2025; the TSR performance shares did not vest until performance was approved by the Compensation Committee in February 2026 and therefore were unvested as of December 31, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 11 | TSR performance shares granted during 2023 that were earned based on Equifax’s performance for the three-year performance period ended December 31, 2025; the TSR performance shares did not vest until performance was approved by the Compensation Committee in February 2026 and therefore were unvested as of December 31, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 12 | Adjusted EBITDA performance shares granted during 2023 that were earned based on Equifax’s performance for the three-year performance period ended December 31, 2025; the Adjusted EBITDA performance shares did not vest until performance was approved by the Compensation Committee in February 2026 and therefore were unvested as of December 31, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 13 | Threshold (50%) of TSR performance shares granted in February 2024 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, 2026. Amount for Mr. Farshchi includes 1,892 TSR performance shares granted on February 9, 2024 (annual grant) and 860 TSR performance shares granted on February 20, 2024 (promotion grant). |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 14 | Target (100%) of Adjusted EBITDA performance shares granted in February 2024 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, 2026. Amount for Mr. Farshchi includes 1,892 Adjusted EBITDA performance shares granted on February 9, 2024 (annual grant) and 860 Adjusted EBITDA performance shares granted on February 20, 2024 (promotion grant). |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 15 | Threshold (50%) of TSR performance shares granted in February 2025 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, 2027. Amount for Ms. Houston includes 1,157 TSR performance shares granted on February 10, 2025 (annual grant) and 400 TSR performance shares granted on May 1, 2025 (promotion grant). |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 16 | Maximum (200%) of Adjusted EBITDA performance shares granted in February 2025 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, 2027. Amount for Ms. Houston includes 4,630 Adjusted EBITDA performance shares granted on February 10, 2025 (annual grant) and 1,602 Adjusted EBITDA performance shares granted on May 1, 2025 (promotion grant). |
Option Exercises and Stock Vested in Fiscal Year 2025
Option Exercises and Stock Vested in Fiscal Year 2025
Option Exercises and Stock Vested in Fiscal Year 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 | 200,480 | 11,794,705 | 33,707 | 7,644,018 | 20,527 | 5,193,331 | | J. Gamble | 0 | 0 | 3,890 | 974,454 | 5,505 | 1,392,765 | | C. Borton | 0 | 0 | 4,347 | 1,139,574 | 0 | 0 | | J. Farshchi | 33,686 | 2,834,921 | 1,589 | 402,017 | 2,373 | 600,369 | | J. Houston | 0 | 0 | 1,509 | 369,194 | 1,865 | 471,845 | | T. Horvath | 21,357 | 777,739 | 3,285 | 856,163 | 0 | 0 | | J. Kelley | 0 | 0 | 1,946 | 486,099 | 2,710 | 685,630 |
Option Exercises and Stock Vested in Fiscal Year 2025
| | 101 |
Option Exercises and Stock Vested in Fiscal Year 2025
| 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. |
Option Exercises and Stock Vested in Fiscal Year 2025
| 2 | The value realized for RSUs for Messrs. Gamble, Farshchi and Kelley and Ms. Houston was determined by multiplying the number of units that vested during 2025 by the market price of Equifax common stock on February 11, 2025 ($253.00). The value realized for RSUs for Messrs. Borton and Horvath was determined by multiplying the number of units that vested during 2025 by the market price of Equifax common stock on May 6, 2025 ($262.18) and May 1, 2025 ($260.61) respectively. The value realized for RSUs for Mr. Begor was determined by multiplying the number of units that vested during 2025 by the market price of Equifax common stock on February 11, 2025 (9,169 units at $253.00) and on December 31, 2025 (24,538 units at $216.98). The value realized for RSUs for Mr. Gamble, Ms. Houston and Mr. Kelley also includes shares withheld on RSUs granted to cover certain taxes due to retirement eligibility and is determined by multiplying the number of units by the market price of Equifax common stock on November 17, 2025 ($204.86). |
Option Exercises and Stock Vested in Fiscal Year 2025
| 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 68.6% (for TSR performance shares) and 61.7% (for Adjusted EBITDA performance shares) by the market price of Equifax common stock on February 11, 2025 ($253.00). |
Retirement Plans
Retirement Plans The following table shows the present value at December 31, 2025 of accumulated benefits payable to each of our NEOs at the earliest unreduced retirement age (age 60 or current age for executives over the age of 60), including the number of years of service credited to each NEO, under the SERP. Age 60 is the earliest age at which a participant can begin receiving an unreduced early retirement benefit under the SERP. No pre-retirement mortality was assumed. Messrs. Gamble and Kelley are currently eligible for retirement under the SERP.
Pension Benefits at 2025 Fiscal Year-End
Pension Benefits at 2025 Fiscal Year-End
Pension Benefits at 2025 Fiscal Year-End
| Name(2) | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit(1)($) | Payments During Last Fiscal Year(s) ($) | | M. Begor | SERP | N/A | 0 | 0 | | J. Gamble | SERP | 12 | 6,268,600 | 0 | | C. Borton | SERP | N/A | 0 | 0 | | J. Farshchi | SERP | N/A | 0 | 0 | | J. Houston | SERP | N/A | 0 | 0 | | T. Horvath | SERP | N/A | 0 | 0 | | J. Kelley | SERP | 13 | 4,580,200 | 0 |
Pension Benefits at 2025 Fiscal Year-End
| 1 | These values were determined using interest rate and mortality rate assumptions consistent with those used in the Company’s consolidated financial statements. |
Pension Benefits at 2025 Fiscal Year-End
| 2 | The only SERP participants among the NEOs are Messrs. Gamble and Kelley. |
Pension Benefits at 2025 Fiscal Year-End
The SERP covers certain NEOs (Messrs. Gamble and Kelley) as designated by the Compensation Committee. Messrs. Begor, Borton, Horvath and Farshchi and Ms. Houston do not participate in the SERP. The SERP provides an annual benefit equal to 2.5% of “average annual compensation” times years of service as a senior executive officer (up to 10 years), plus 1.67% of average annual earnings multiplied by years of service as a senior executive officer in excess of 10 years (up to 20 years). “Average annual compensation” for this purpose is generally determined by taking the monthly average of the participant’s compensation (including base salary and annual 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.” 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.
Pension Benefits at 2025 Fiscal Year-End
| 102 | 2026 Proxy Statement |
Pension Benefits at 2025 Fiscal Year-End
The benefit under the SERP is paid without regard to the limitations under Code Sections 401(a) and 415, and the maximum benefit from the SERP 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.
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation The following table sets forth information regarding the NEOs’ participation in our non-qualified deferred compensation plans in 2025. 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 below with respect to the Supplemental Contribution Program. During 2021-2024, our CEO 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 “CEO Equity Deferrals” on pages 85–86 for more information.
Non-Qualified Deferred Compensation
| | Non-Qualified Deferred Compensation for 2025 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 | 15,944,210 | 413,805 | (1,016,286) | 0 | 38,218,293 | | J. Gamble | 0 | 0 | 53,738 | 0 | 268,399 | | C. Borton | 0 | 200,753 | 6,943 | 0 | 476,723 | | J. Farshchi | 0 | 184,517 | 132,423 | 0 | 1,227,137 | | J. Houston | 0 | 145,050 | 152,584 | 0 | 1,232,064 | | T. Horvath | 0 | 0 | 0 | 0 | 0 | | J. Kelley | 0 | 0 | 0 | 0 | 0 |
Non-Qualified Deferred Compensation
| 1 | These amounts include salary, annual incentive plan and stock contributions made by NEOs and deferred into the Equifax Inc. Employee Deferred Compensation Plan (2022). Accordingly, cash deferral amounts are included in the amounts reported in the “Salary” and the “Non-Equity Incentive Plan Compensation” columns in the Summary Compensation Table on page 94. Amounts in this table do not include equity subject to a deferral election but not yet vested. See pages 85–86 for more information regarding our CEO’s irrevocable elections to defer $48 million of equity over a 10 to 15-year period following his retirement from Equifax. |
Non-Qualified Deferred Compensation
| 2 | These amounts represent the Company’s contribution on behalf of the NEO under the Supplemental Contribution Program funded in February 2026 based on base salary and incentives earned in 2025. Participants in the SERP are not eligible to participate in the Supplemental Contribution Program. |
Non-Qualified Deferred Compensation
| 3 | Aggregate earnings in the last fiscal year are not reported in the Summary Compensation Table because earnings were neither preferential nor above-market. These amounts include earnings (losses), dividends and interest provided on current contributions and existing balances, including the change in value of the underlying investment options in which the NEO is deemed to be invested. |
Non-Qualified Deferred Compensation
| 4 | These amounts represent each NEO’s aggregate balance in the Equifax Inc. Employee Deferred Compensation Plan (2022) (including amounts earned under the 2025 AIP that were deferred in February 2026) and the Director and Executive Stock Deferral Plan and/or the Supplemental Contribution Program (including the Supplemental Contribution Program contributions made in February 2026 relating to 2025 eligible compensation) as of December 31, 2025. Amounts in this table do not include equity subject to a deferral election but not yet vested. |
Non-Qualified Deferred Compensation
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Potential Payments Upon Termination or Change In Control
Potential Payments Upon Termination or Change In Control The following tables summarize the value of potential payments and benefits that our NEOs would receive if they had terminated employment on December 31, 2025 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 2025, 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.
Potential Payments Upon Termination or Change In Control
| | 105 |
J. Houston
| 6 | Reflects amounts previously earned but deferred by the NEO, as described in the “Non-Qualified Deferred Compensation” table on page 103. |
J. Houston
| 7 | Reflects one-times annual base salary (limited to $250,000) of basic life insurance coverage. In addition, Mr. Gamble elected two-times base annual salary supplemental life coverage limited to $1 million and Mr. Farshchi elected $500,000 of supplemental coverage. The Company also maintains a travel and accidental death insurance policy for most employees, including executive officers that would provide an additional $1 million benefit payable to the executive’s estate if the executive’s death occurred during Company-related travel. |
J. Houston
| 8 | Reflects the present value of the executive’s disability income benefits of $120,000 per annum as of December 31, 2025 determined (a) assuming full disability at December 31, 2025 and continuing until age 65 for those under age 60, for 60 months for those between ages 60 and 65, and to age 70 for those over age 65, (b) assuming mortality according to the Pre-2012 disabled retiree mortality table with fully generational projections using scale MP-2021 published by the Society of Actuaries, and (c) applying a discount rate of 5.23% per annum. |
J. Houston
| 9 | Reflects 24 months of health, dental and vision coverage using our COBRA premium rate. |
J. Houston
| 10 | Reflects the actuarial present value of the employer cost of providing continuing medical coverage assuming disablement at December 31, 2025, with coverage until the earlier of 36 months and age 65, determined using interest and mortality rate assumptions consistent with those used in the Company’s financial statements under FASB ASC Topic 715. |
J. Houston
| 108 | 2026 Proxy Statement |
J. Houston
| 11 | Reflects the actuarial present value of the employer cost of providing surviving spouse or domestic partner continuing medical coverage for a period of 12 months from the employee’s date of death, or, if earlier, employee’s age 65, determined using interest rate and mortality rate assumptions consistent with those used in the Company’s consolidated financial statements under FASB ASC Topic 715. |
J. Houston
| 12 | Reflects the estimated cost to us of continuing financial planning and tax services for one year. |
J. Houston
| 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 ($216.98) on December 31, 2025, the last trading date of the year, as reported on the NYSE and the exercise price of all outstanding unvested options. |
J. Houston
| 14 | Pursuant to our 2008 Omnibus Incentive Plan, 2023 Omnibus Incentive Plan, the applicable grant agreements and Mr. Begor’s employment agreement, executives would generally become immediately vested in all outstanding RSUs and performance shares upon death, disability or termination following a change in control. This excludes Mr. Begor’s July 2022 TSR performance shares, which continue to vest in the event of disability or death. The amount reported represents, based on the closing market price of the Company’s common stock reported on the NYSE on December 31, 2025 ($216.98): |
J. Houston
| (a) the value of unvested RSUs; |
J. Houston
| (b) (i) for a termination by us without cause or by the NEO with good reason, the value of the unvested performance shares for Mr. Begor’s July 2022 TSR performance shares and Mr. Borton’s new hire performance share grants, which would be paid at the target award level (100%); |
J. Houston
| (ii) for a termination following a change in control, the value of the unvested performance shares, determined for each outstanding award as follows: (A) the value of TSR performance shares based on the Company’s cumulative TSR percentile rank at December 31, 2025 (except for Mr. Begor’s July 2022 TSR performance shares, which would be paid at the target award level (100%)), and (B) the value of Adjusted EBITDA performance shares based upon the Adjusted EBITDA performance multiplier calculated at December 31, 2025; and |
J. Houston
| (iii) for a termination as a result of death or disability, the value of the unvested performance shares at December 31, 2025, based on the target award payout level (100%). This excludes Mr. Begor’s July 2022 TSR performance shares, which would continue to vest at the original vesting date. |
Outstanding Equity Awards Treated Consistent with Pre-Established Terms
Outstanding Equity Awards Treated Consistent with Pre-Established Terms Outstanding equity awards held by Mr. Horvath will be treated in accordance with the terms of the grant agreements, including his new hire equity award agreements dated May 2023. As a result of his termination, Mr. Horvath forfeited the unvested portions of his 2023 and 2024 annual long-term incentive awards, with an aggregate target grant date value of $6.3 million. As required by the terms of his new hire equity award agreements, Mr. Horvath received a lump-sum cash payment of $3.2 million in cash, representing the fair market value of the unvested portion of his new hire “make whole” equity award that was intended to compensate him for foregoing unvested equity at his prior employer. The treatment of Mr. Horvath’s equity awards was consistent with the terms of his equity award agreements and no enhanced treatment was provided in connection with his separation.
CEO Pay Ratio
CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information concerning the ratio of the pay of our CEO to the median pay of all other employees.
CEO Pay Ratio
| • | For fiscal 2025: (i) the annual total compensation of our median employee (excluding our CEO) was $79,492 (comprised of base salary, paid time off, an award from a points-based employee recognition program and a company match to the 401(k) Plan); and (ii) the annual total compensation of our CEO was $23,387,653 as reported on the Summary Compensation Table on page 94. Based on this information, the ratio of the annual total compensation of our CEO to the median employee is 294 to 1. |
CEO Pay Ratio
| • | The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described below. |
CEO Pay Ratio
| - | We are using the same median employee that we identified on November 30, 2023 using annual base salary as of November 30, 2023, which was annualized for all permanent employees who did not work the entire fiscal year, plus short-term incentives paid in the 12-month period ended November 30, 2023. We do not believe there has been a change in employee population or employee compensation arrangements that would result in a significant change in the pay ratio disclosure. Our median employee is a full-time employee located in the United States. No employee groups were excluded from the employee population. |
CEO Pay Ratio
| | 113 |
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for PEO 1 ($) | Compensation Actually Paid to PEO 1, 2, 3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs 1 ($) | Average Compensation Actually Paid to Non-PEO NEOs 1,2,3 ($) | Value of Initial Fixed $100 Investment based on: 4 | | Net Income 5 ($ Millions) | Adjusted EBITDA 6 ($ Millions) | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2025 | 23,420,134 | (3,703,962) | 6,320,225 | 2,080,897 | 116.66 | 169.26 | 664 | 1,935 | | 2024 | 14,797,899 | 13,122,570 | 6,559,117 | 6,944,842 | 135.92 | 150.17 | 607 | 1,836 | | 2023 | 13,049,808 | 32,135,116 | 6,197,654 | 8,375,169 | 131.10 | 120.91 | 552 | 1,694 | | 2022 | 37,245,853 | (19,023,223) | 3,705,930 | (4,976,312) | 102.27 | 114.59 | 700 | 1,722 | | 2021 | 16,065,575 | 84,901,421 | 3,997,020 | 13,836,953 | 152.84 | 134.02 | 749 | 1,670 |
Pay Versus Performance Disclosure
| 1 | Mark W. Begor was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year are listed below . |
Pay Versus Performance Disclosure
| 2021 | 2022 | 2023 | 2024 | 2025 | | John W. Gamble, Jr. | John W. Gamble, Jr. | John W. Gamble, Jr. | John W. Gamble, Jr. | John W. Gamble, Jr. | | Rodolfo O. Ploder | Rodolfo O. Ploder | Rodolfo O. Ploder | Chad M. Borton | Chad M. Borton | | Sid Singh | Sid Singh | Bryson R. Koehler | Todd Horvath | Todd Horvath | | Bryson R. Koehler | Bryson R. Koehler | Todd Horvath | Jamil Farshchi | Jamil Farshchi | | | John J. Kelley III | | Rodolfo O. Ploder | Julia A. Houston | | | | | | John Kelley |
Pay Versus Performance Disclosure
| 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. |
Pay Versus Performance Disclosure
| 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. |
Pay Versus Performance Disclosure
| 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 ($) | Compensation Actually Paid to PEO ($) | | 2025 | 23,420,134 | — | (18,413,240) | — | (8,710,856) | (3,703,962) |
Pay Versus Performance Disclosure
| 114 | 2026 Proxy Statement |
Pay Versus Performance Disclosure
| 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 for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 6,320,225 | (103,483) | (3,431,726) | 99,417 | (803,536) | 2,080,897 |
Pay Versus Performance Disclosure
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Pay Versus Performance Disclosure
| 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 ($) | | 2025 | 13,208,360 | (7,599,005) | — | (14,320,211) | — | — | (8,710,856) |
Pay Versus Performance Disclosure
| Year | Average Year- End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | 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 ($) | Total -Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 2,539,066 | (1,510,386) | 15,364 | (54,455) | (1,793,125) | — | (803,536) |
Pay Versus Performance Disclosure
| 4 | The Peer Group TSR in this table utilizes the S&P 500 Banks Select Industry Index. The comparison assumes $100 was invested for the period starting December 31 , 2020, through the end of the listed year in the Company and in the S&P 500 Banks Select Industry respectively. Historical stock performance is not necessarily indicative of future stock performance, and the amounts shown here may differ from TSR figures presented in the Company’s Annual Report to Shareholders. |
Pay Versus Performance Disclosure
| 5 | This column presents the Company’s consolidated net income as reported in our Form 10-K for each covered year. |
Pay Versus Performance Disclosure
| 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 2025. Adjusted EBITDA is a non-GAAP financial measure defined in Annex A to this Proxy Statement. |
Pay Versus Performance Disclosure
| | 115 |
NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)
NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) 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, the Company’s cumulative TSR over the five most recently completed fiscal years, and the Peer Group TSR over the same period .
NEO Compensation Actually Paid and Net Income
NEO Compensation Actually Paid and Net Income 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 Consolidated Net Income during the five most recently completed fiscal years.
NEO Compensation Actually Paid and Net Income
| 116 | 2026 Proxy Statement |
NEO Compensation Actually Paid and Adjusted EBITDA
NEO Compensation Actually Paid and Adjusted EBITDA 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 five most recently completed fiscal years.
Director Compensation
Director Compensation The table below sets forth the compensation received by our non-management directors during 2025:
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation(2) ($) | Total ($) | | Mark L. Feidler | 282,500 | 220,182 | 359 | 503,041 | | Karen L. Fichuk | 115,000 | 220,182 | 359 | 335,541 | | G. Thomas Hough | 142,500 | 220,182 | 20,359 | 383,041 | | Barbara A. Larson | 115,000 | 220,182 | 17,859 | 353,041 | | Robert D. Marcus | 135,000 | 220,182 | 20,359 | 375,541 | | Scott A. McGregor | 130,000 | 220,182 | 5,084 | 355,266 | | John A. McKinley | 145,000 | 220,182 | 359 | 365,541 | | Melissa D. Smith | 122,500 | 220,182 | 0 | 342,682 | | Audrey Boone Tillman | 125,000 | 220,182 | 10,859 | 356,041 |
Director Compensation
| 1 | Represents the grant date fair value for RSU awards made on May 8, 2025 (812 RSUs for each director then serving), computed in accordance with FASB ASC Topic 718. |
Director Compensation
| 2 | Reflects the market price of annual membership to certain of our credit monitoring products, third-party internet data removal services and Company-matching charitable contributions under the Equifax Matching Gift Program. Under the Matching Gift Program, the Company will match contributions to eligible non-profit organizations, up to a maximum of $20,000 per director per calendar year. In 2025, the Company made or committed to make matching contributions on behalf of our outside directors as follows: Mr. Hough ($20,000); Ms. Larson ($17,500); Mr. Marcus ($20,000); and Ms. Tillman ($10,500). |
How do I recommend a director nominee or submit a proposal or director nominee for the 2027 Annual Meeting of Shareholders?
How do I recommend a director nominee or submit a proposal or director nominee for the 2027 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 27, 2026 and no earlier than October 28, 2026, c/o Equifax Inc., Attn: Office of Corporate Secretary, P.O. Box 4081, Atlanta, Georgia 30302: (1) a nomination notice in accordance with the procedures set forth in Section 1.12 of our Bylaws; (2) a request that the Governance Committee consider the shareholder’s candidate for inclusion in the Board’s slate of nominees for the applicable meeting; and (3) along with the shareholder’s candidate, an undertaking to provide all other information the Committee or the Board may request in connection with their evaluation of the candidate. A copy of our Bylaws is available on our website at www.equifax.com/about-equifax/corporate-governance or by writing to the Corporate Secretary. Any shareholder’s nominee must satisfy the minimum qualifications for any 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 2027 Annual Meeting, including proposals submitted for inclusion in the Company’s proxy
How do I recommend a director nominee or submit a proposal or director nominee for the 2027 Annual Meeting of Shareholders?
| | 141 |
How do I recommend a director nominee or submit a proposal or director nominee for the 2027 Annual Meeting of Shareholders?
materials for the 2027 Annual Meeting. Notice of such proposals or director nominations must be delivered to us no later than November 27, 2026 (and, in the case of a director nomination pursuant to proxy access, no earlier than October 28, 2026). 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 2027 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 2027 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 2027 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.