DEF 14A of Equifax Inc
Filed Mar 22, 2024 · FY20230001308179-24-000243
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 2025 Annual Meeting. The following table provides summary information about each nominee, and you can find additional information under “Proposal 1, Election of Director Nominees” on page 24.
Our Director Nominees
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Our Director Nominees
Our Director Nominees
Our Director Nominees
| Mark W. Begor | | | Chief Executive Officer Director since 2018 Age 65 Other Public Directorships NCR Atleos Corporation | Mr. Begor has served as our Chief Executive Officer and as a director since April 2018. Prior to joining Equifax, Mr. Begor was a Managing Director in the Industrial and Business Services group at Warburg Pincus, a global private equity investment firm, since June 2016. Prior to Warburg Pincus, Mr. Begor spent 35 years at General Electric Company (“GE”), a global industrial and financial services company, in a variety of operating and financial roles. During his career at GE, Mr. Begor served in a variety of roles leading multibillion dollar units of the company, including President and CEO of GE Energy Management from 2014 to 2016, President and CEO of GE Capital Real Estate from 2011 to 2014, and President and CEO of GE Capital Retail Finance (Synchrony Financial) from 2002 to 2011. Mr. Begor served on the Fair Isaac Corporation (FICO) board of directors from 2016 to 2018. Overview of Board Qualifications The Board believes that it is important to have the Company’s Chief Executive Officer also serve as a director. The Board believes Mr. Begor is a proven leader whose strategic vision and unparalleled knowledge of our business make him uniquely qualified to lead the Company and serve as a director during the final stage of our technology transformation and into our next chapter of leveraging our new Equifax Cloud capabilities, single data fabric, differentiated data and artificial intelligence capabilities to deliver new products that drive growth and long-term shareholder value creation. |
Our Director Nominees
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Our Director Nominees
| Mark L. Feidler | | | Independent Chairman of the Board Director since 2007 Age 67 INDEPENDENT Committees: Compensation Governance (Chair) Other Public Directorships New York Life Insurance Company | Founding Partner of MSouth Equity Partners, a private equity firm based in Atlanta, since February 2007. Mr. Feidler was President and Chief Operating Officer and a director of BellSouth Corporation, a telecommunications company, from 2005 until January 2007. Mr. Feidler served as its Chief Staff Officer during 2004. From 2001 through 2003, Mr. Feidler was Chief Operating Officer of Cingular Wireless and served on the Board of Directors of Cingular from 2005 until January 2007. Overview of Board Qualifications Mr. Feidler has extensive operating, financial, legal and regulatory experience through his prior position with a major regional telecommunications company, as well as expertise in private equity investments and acquisitions. This background is relevant to us as we market our products to companies in telecommunications and other vertical markets, while his private equity experience is relevant to our business strategy, including new product development, marketing and acquisition strategies. His public company operating experience and background in finance, accounting, technology and risk management are important resources for our Board. |
Our Director Nominees
| Audrey Boone Tillman | | | Director since 2021 Age 59 INDEPENDENT Committees: Governance Technology | Executive Vice President and General Counsel of Aflac Incorporated, the largest U.S. provider of supplemental insurance, since 2014. Ms. Tillman joined Aflac in 1996 and has held positions of increasing significance, including serving as Senior Vice President of Human Resources. Prior to joining Aflac, she was an associate with Smith, Helms, Mulliss and Moore and an associate professor at the North Carolina Central University School of Law. Ms. Tillman has received numerous awards and accolades during her career. Most recently, she was named to Black Enterprise magazine’s Most Powerful Women in Business list for the third consecutive year and Women’s Inc.’s Top Corporate Counsel list in 2019. In 2020, she was awarded the Meritorious Public Service Medal by the Department of the United States Army. Overview of Board Qualifications Ms. Tillman has a broad legal and business background, involvement in business strategy and operations, as well as a depth of experience in human resources, risk management, compliance and government relations. The Board believes she is a strong business leader who brings deep knowledge in corporate governance, gained over decades of significant experience in the legal and human resources fields. |
Our Director Nominees
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Our Director Nominees
| John A. McKinley | | | Director since 2008 Age 66 INDEPENDENT Committees: Audit Technology (Chair) | Founder of Great Falls Ventures, a venture capital firm based in Washington, D.C., since April 2007. He was Chief Technology Officer of News Corporation from July 2010 to September 2012. He was President, AOL Technologies and Chief Technology Officer from 2003 to 2005 and President, AOL Digital Services from 2004 to 2006. Prior thereto, he served as Executive President, Head of Global Technology and Services and Chief Technology Officer for Merrill Lynch & Co., Inc., from 1998 to 2003; Chief Information and Technology Officer for GE Capital Corporation from 1995 to 1998; and Partner, Financial Services Technology Practice, for Ernst & Young International from 1982 to 1995. Overview of Board Qualifications The Board highly values Mr. McKinley’s extensive background in managing complex global technology operations as chief technology officer at a number of leading global companies. This experience is particularly important as we seek to leverage our cloud data and technology transformation to accelerate innovation and new product development. These skills are also highly relevant to the Board’s oversight of risks and opportunities in our technology operations, including data and cybersecurity, risk management and capital investments. The Board also values his technology and industry experience gained from his 12 years as a partner in Ernst & Young’s financial services technology practice, as well as his cybersecurity expertise and his entrepreneurial insights. |
Our Director Nominees
| Karen L. Fichuk | | | Director since 2023 Age 58 INDEPENDENT Committees: Audit | Former Chief Executive Officer of Randstad North America from 2019 until 2023. Prior to joining Randstad North America in 2019, Ms. Fichuk spent more than 25 years with Nielsen Holdings PLC, a global information services leader, where she held various positions, including President, Developed Markets, Executive Vice President of Commercial Go To Market and Global Managing Director for Kraft and Mondelez, among other positions. Ms. Fichuk is an advisor and investor in startup technology and AI companies. Ms. Fichuk also has significant nonprofit experience, including serving as a trustee for the United States Council for International Business and sitting on the Global Leadership Council of the Colorado State University College of Business. Overview of Board Qualifications The Board highly values Ms. Fichuk’s three decades of growth-oriented leadership and her global data and analytics expertise, which will benefit Equifax as we execute against our strategic priorities and work to complete our Equifax Cloud transformation worldwide. In addition, the Board believes Ms. Fichuk’s experience in human resources services will benefit the Board in its oversight of continued growth in the Company’s Workforce Solutions business unit. |
Our Director Nominees
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Our Director Nominees
| Melissa D. Smith | | | Director since 2020 Age 55 INDEPENDENT Committees: Compensation Governance Other Public Directorships WEX Inc. | Chair and Chief Executive Officer of WEX Inc., a global leader in financial technology solutions. Ms. Smith has served as Chief Executive Officer since 2014 and Board Chair since 2019. She joined WEX in 1997 and held several senior leadership positions across different aspects of the business prior to her appointment as Chief Executive Officer, including serving as Chief Financial Officer for ten years. Before joining WEX, Ms. Smith started her career at Ernst & Young LLP. Ms. Smith also has a history of extensive nonprofit work and currently serves on the MaineHealth board of trustees. Overview of Board Qualifications The Board believes Ms. Smith’s strategic vision and broad-based executive leadership experience in the financial technology solutions industry benefit Equifax as we develop and execute on our long-term strategic business priorities. The Board also values Ms. Smith’s experience in driving business growth, as evidenced by the fact that WEX’s annual revenue has increased from $800 million to $2.55 billion during her tenure as CEO. The Board views this experience as particularly valuable as Equifax leverages its cloud investments to drive innovation and accelerate growth. |
Our Director Nominees
| Robert D. Marcus | | | Director since 2013 Age 58 INDEPENDENT Committees: Compensation (Chair) Governance | Former Chairman and Chief Executive Officer of Time Warner Cable Inc., a provider of video, high-speed data and voice services, from January 2014 until the company was acquired by Charter Communications in May 2016. He was named a director of Time Warner Cable Inc. in July 2013 and served as President and Chief Operating Officer from 2010 to 2013. Prior thereto, he was Senior Executive Vice President and Chief Financial Officer from January 2008 and Senior Executive Vice President from August 2005. Mr. Marcus joined Time Warner Cable Inc. from Time Warner Inc. where he held various senior positions from 1998. From 1990 to 1997, he practiced law at Paul, Weiss, Rifkind, Wharton & Garrison. Mr. Marcus is an Executive Partner at XN LP, a New York-based investment firm. He serves on the Board of Directors of Newhouse Broadcasting Co. as well as the boards of several non-profit organizations, including New Alternatives for Children, Uncommon Schools, Newark Academy and Cooperman Barnabas Medical Center. Overview of Board Qualifications Mr. Marcus has extensive operating, financial, legal and regulatory experience through his position as Chairman and CEO of Time Warner Cable, as well as expertise in mergers and acquisitions. This background is relevant to us as we market our products to data and telecommunications companies and other vertical markets. His public company operating and finance experience and background in executive compensation, legal and regulatory matters are an important resource for our Board. |
Our Director Nominees
| Equifax Inc. | 2024 Proxy Statement | 27 |
Our Director Nominees
| Scott A. McGregor | | | Director since 2017 Age 67 INDEPENDENT Committees: Audit Technology Other Public Directorships Applied Materials, Inc. | Former President, Chief Executive Officer and Director of Broadcom Corporation, a world leader in wireless connectivity, broadband and networking infrastructure. Mr. McGregor served in those positions from 2005 until the company was acquired by Avago in 2016. From 2016 to 2017, Mr. McGregor served on the board of directors of Xactly Corporation. Mr. McGregor served on the board of directors of Ingram Micro, Inc. from 2010 to 2016. From 2001 to 2005, Mr. McGregor served as President and Chief Executive Officer of the Philips Semiconductors division of Royal Philips Electronics. Prior thereto, Mr. McGregor was head of Philips Semiconductors’ Emerging Business unit from 1998. Overview of Board Qualifications Mr. McGregor has extensive executive management, cybersecurity, information technology and risk management experience gained in over ten years as President and Chief Executive Officer of Broadcom and in senior positions at Royal Philips Electronics. This experience is particularly important to us as we seek to leverage our cloud data and technology transformation for growth and maintain our intense focus on data security. |
Our Director Nominees
| G. Thomas Hough | | | Director since 2016 Age 69 INDEPENDENT Committees: Audit (Chair) Compensation Other Public Directorships Federated Hermes Fund Family Haverty Furniture Companies, Inc. | Retired Americas Vice Chair of Ernst & Young LLP, an international public accounting firm. He was Vice Chair of Assurance Services of Ernst & Young from 2009 to July 2014, and Americas Vice Chair until his retirement in September 2014. Mr. Hough joined Ernst & Young in 1978 and became a partner in 1987. During his career at Ernst & Young, he led various teams across the firm, including serving as Vice Chair and Southeast Area Managing Partner from 2000 to 2009 and Vice Chair of Human Resources from 1996 to 2000. Overview of Board Qualifications Mr. Hough brings invaluable experience in audit, accounting, finance and corporate governance. His background in financial accounting and risk management, including executive leadership experience at a major international accounting firm, is of particular importance to our Board. |
Our Director Nominees
| Equifax Inc. | 2024 Proxy Statement | 28 |
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 that follow.
Board Matrix
| | | | | | | | | | | | Skills and Experience | | | | | | | | | | | Accounting | | | | | | | | | | | Consumer Marketing | | | | | | | | | | | Corporate Governance | | | | | | | | | | | Cybersecurity | | | | | | | | | | | Data & Analytics | | | | | | | | | | | Equifax Industry Knowledge | | | | | | | | | | | Executive Leadership & Business Operations | | | | | | | | | | | CEO Experience | | | | | | | | | | | CFO Experience | | | | | | | | | | | International Business | | | | | | | | | | | Legal/Regulatory | | | | | | | | | | | Mergers & Acquisitions | | | | | | | | | | | Risk Management | | | | | | | | | | | Strategy Development | | | | | | | | | | | Technology | | | | | | | | | | | Background | | | | | | | | | | | Tenure/Age/Gender | | | | | | | | | | | Tenure (years) | 6 | 17 | 1 | 7 | 10 | 6 | 15 | 3 | 3 | | Age | 65 | 67 | 58 | 69 | 58 | 67 | 66 | 55 | 59 | | Gender (Male or Female) | M | M | F | M | M | M | M | F | F | | Race and Ethnicity | | | | | | | | | | | Hispanic or Latino | | | | | | | | | | | Black or African American | | | | | | | | | | | White | | | | | | | | | | | Asian | | | | | | | | | | | American Indian or Alaska Native | | | | | | | | | | | Native Hawaiian or Pacific Islander | | | | | | | | | |
Board Matrix
| Equifax Inc. | 2024 Proxy Statement | 29 |
Process for Identifying Director Nominees
Process for Identifying Director Nominees
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 2023 compensation program metrics, established in the first quarter of 2023, were:
Our Incentive Programs Align Payouts with Financial Performance and Non-Financial Goals
| (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 2023 foreign exchange rates and further adjusted to exclude certain acquisitions. Corporate Adjusted EPS is Adjusted EPS as shown in Annex A to this Proxy Statement, and then further adjusted to be stated in constant dollars at our budgeted 2023 foreign exchange rates and to exclude certain acquisitions. 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 2023 Financial Highlights on page 50. | | (2) Certain of our NEOs had roles for 2023 for which their AIP outcome was tied to specific business unit-level financial goals, as described in further detail under “Analysis of 2023 Compensation Decisions” beginning on page 57. | | (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
| Equifax Inc. | 2024 Proxy Statement | 51 |
2023 Target Pay Mix
2023 Target Pay Mix As illustrated in the chart below, the Company emphasizes long-term equity awards and annual performance-based cash incentives so that a majority of each executive’s total compensation opportunity is linked directly to the Company’s stock price or otherwise tied to performance. For 2023, 89% 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).
2023 Target Pay Mix
| * 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 Best Practices
| | Independent Compensation Committee advised by independent compensation consultant | | | Performance-oriented pay philosophy, as evidenced by a target pay mix for our CEO and other NEOs that is predominantly performance-based (see above) | | | Capped annual and long-term performance-based awards | | | Double-trigger change in control cash severance benefits and vesting of equity awards | | | No income tax gross-ups other than for certain relocation or foreign tax expenses | | | Performance shares are subject to a post-vesting holding period of 12 months |
Compensation 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 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 are time-vested and primarily encourage retention and alignment with long-term shareholder interests |
Role of the Compensation Committee and Management in Determining Executive Compensation
| • | The 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 evaluation of the performance of the executives who report to him. | | • | The Chief Human Resources Officer provides the Committee with details of the operation of our various compensation plans, including the design of performance measures for our AIP and the design of our LTI program. The CHRO also facilitates a robust performance evaluation process and succession planning discussions. | | • | The Chief Financial Officer provides information and analysis relevant to the establishment of financial performance targets for our performance-based annual and long-term incentive awards and presents information regarding the attainment of corporate and business unit financial goals for the preceding year. | | • | The Chief Legal Officer attends meetings of the Committee to provide input on legal issues, to communicate governance-focused investor perspectives based on shareholder engagement efforts, and to respond to questions about corporate governance and executive compensation. |
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 2023 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 2023, FW Cook assisted the Committee in determining appropriate levels of compensation for the CEO and other executive officers for 2023, 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: Business Overview and Competitive Market
Compensation Peer Group: Business Overview and Competitive Market 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 evaluation, with the assistance of FW Cook, of our compensation peer group to ensure the companies continue to reflect our business strategy and the evolving market in which we compete for business. Most importantly, the Committee ensures that the peer group also includes competitors for talent, as our labor market for executive leadership extends across the highly competitive technology and technology-enabled industries. The peer group selection process further refines these business and labor market competitors to only include companies that are similar to us in scale and business complexity.
Business Evolution and Impact on Peer Group
Business Evolution and Impact on Peer Group Equifax is a global data, analytics and technology company. We provide information solutions for businesses, governments and consumers, and we provide human resources business process automation and outsourcing services for employers. The market for our products and services is highly competitive and is subject to change. Our competitors vary widely in size and in the nature of the products and services they offer. We are transforming into a faster growing, higher margin, diversified data, analytics and technology company that has expanded well beyond a traditional consumer credit bureau. Our market capitalization has increased nearly 2.5x during that time. Workforce Solutions, our largest and fastest-growing business segment, provides services enabling customers to verify income, employment, educational history, criminal justice data, healthcare professional licensure and sanctions of people in the U.S., as well as providing our employer customers with services that include unemployment claims management, I-9 and onboarding services, Affordable Care Act compliance management, tax credits and incentives and other complementary employment-based transaction services. The service offerings within our Workforce Solutions business continue to evolve. The expansion of our portfolio of employer services has been further facilitated by our cloud-native technology architecture and enabled by our broader cloud technology transformation. The peer group is reviewed annually to ensure the composition continues to reflect our business transformation. The companies in the peer group should acknowledge Equifax’s evolving scale and business complexity as represented by technology-enabled organizational structure, global operations and/or diversified product lines. The objective is for the peer group, as a whole, to represent the market in which we compete for business and executive talent.
2023 Peer Group Determination
2023 Peer Group Determination The Committee’s determination of the 2023 peer group included consideration of our transforming business to ensure that the peer group continued to represent the market in which we compete for business and executive talent. In May 2022, following an annual review and based on the recommendations of FW Cook, the Committee determined it would be appropriate to
2023 Peer Group Determination
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2023 Peer Group Determination
modify our compensation peer group to remove FactSet Research Systems, Inc. and Jack Henry & Associates, Inc., based on the determination that the business operations of these companies are no longer sufficiently adjacent to Equifax. The Compensation Committee at the same time added Intercontinental Exchange, Inc. and S&P Global Inc. to our peer group. These changes were designed to further align with our size, growth orientation and business strategy, while further refining our peer group to more closely reflect companies we consider competitors for executive talent. (S&P Global provides credit ratings, data analytics and workflow solutions, similar to our business offerings. Intercontinental Exchange has a mortgage technology business that serves the residential mortgage loan market by providing data and analytics to lenders.) The Committee utilized this updated peer group in February 2023 when setting NEO pay levels under the 2023 compensation program. The companies comprising our 2023 compensation peer group were as follows:
2023 Peer Group Determination
| 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. |
2024 Peer Group
2024 Peer Group Although the Committee reviews the compensation peer group annually, the Committee does not intend to change the peer group annually. Following annual review in May 2023, the Committee determined to retain the same 15-company peer group described above for purposes of setting 2024 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 does not necessarily adjust based on the same economic factors as ours. Moreover, investors evaluating companies with the largest market capitalizations are likely to compare Equifax to other companies in the S&P 500 Index (of which we are a member). For that reason, the Compensation Committee believes that a broader peer group is more appropriate for evaluating TSR performance for performance shares issued under our LTI program. Therefore, the Committee uses the companies in the S&P 500 Index as the comparative group for that purpose.
Context for 2023 Compensation Decisions
Context for 2023 Compensation Decisions At our 2022 Annual Meeting, approximately 95% of the votes cast approved our executive compensation program. During our subsequent off-season engagement (October 2022 to February 2023), shareholders representing approximately 68% of our outstanding shares described their priorities and provided constructive feedback to our management team regarding our executive compensation program. During these discussions, our shareholders expressed support for our core compensation program, including the use of performance-based equity award structures to drive alignment of the interests of our executives and shareholders. Another common theme we heard was that most investors do not favor one-time awards, such as the 2022 performance-oriented equity award to our CEO.
2023 Annual Cash Incentive Structures and Outcomes
2023 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 2023 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.
Establishment of Corporate-Level Financial Goals
Establishment of Corporate-Level Financial Goals The Compensation Committee established corporate-level financial goals required to earn a cash incentive award for 2023 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, 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 2023 threshold, target and maximum levels for Corporate Operating Revenue were set at or above 2022 levels, and the 2023 targets were set above 2022 actual results. The 2023 threshold, target and maximum levels for Corporate Adjusted EPS targets were set below 2022 levels and below 2022 actual results, due to the unprecedented declines in the U.S. mortgage market that continued through 2023. In setting the levels for each corporate-level and business unit-level financial goal under the 2023 AIP, the Compensation Committee considered (i) our 2023 operating budget, (ii) our 2023 financial outlook as of February 2023 (including assumptions related to macroeconomic factors, U.S. mortgage market conditions and business unit growth trends for 2023) and (iii) our strategic priorities, taking into account the initiatives to be implemented during 2023. Although we achieved record revenue in 2022, our financial performance fell short of our targets due to the unprecedented declines in the U.S. mortgage market and a softening of the global macroeconomic environment. The Compensation Committee was mindful of these external, macroeconomic factors when setting the 2023 AIP goals. In designing the 2023 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.
Establishment of Corporate-Level Financial Goals
| Performance Measure(1) | Weight (%)(2) | Threshold (25% payout) | Target (100% payout) | Maximum (200% payout) | | Corporate Adjusted EPS | 65 | $6.54 | $7.21 (10.2% above Threshold) | $7.49 (14.5% above Threshold) | | Corporate Operating Revenue | 15 | $5.007 billion | $5.355 billion (7.0% above Threshold) | $5.543 billion (10.7% above Threshold) |
Establishment of Corporate-Level Financial Goals
| (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 2023 foreign exchange rates and further adjusted to exclude certain acquisitions. Corporate Adjusted EPS is Adjusted EPS as shown in Annex A to this Proxy Statement and then further adjusted to be stated in constant dollars at our budgeted 2023 foreign exchange rates and to exclude certain acquisitions. 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 2023 Performance Highlights above. | | (2) In connection with the amendment of our CEO’s employment agreement in February 2021, the Compensation Committee determined that Mr. Begor’s 2023 AIP award would be determined based exclusively on achievement measured against Company financial goals (rather than 80% financial goals and 20% individual objectives). As a result, for 2023, Mr. Begor’s AIP payout was based upon our Corporate Adjusted EPS (81.25% weighting) and Corporate Operating Revenue (18.75% weighting). |
Establishment of Business Unit-Level Financial Goals
| Workforce Solutions Plan – Performance Measures | Weight (%) | Threshold (25% payout) | Target (100% payout) | Maximum (200% payout) | | Corporate Adjusted EPS | 30 | $6.54 | $7.21 (10.2% above Threshold) | $7.49 (14.5% above Threshold) | | Workforce Solutions Operating Revenue | 30 | $2.315 billion | $2.476 billion (7.0% above Threshold) | $2.563 billion (10.7% above Threshold) | | Workforce Solutions Operating Income | 20 | $1.035 billion | $1.116 billion (7.8% above Threshold) | $1.181 billion (14.1% above Threshold) | | USIS Plan – Performance Measures | Weight (%) | Threshold (25% payout) | Target (100% payout) | Maximum (200% payout) | | Corporate Adjusted EPS | 30 | $6.54 | $7.21 (10.2% above Threshold) | $7.49 (14.5% above Threshold) | | USIS Operating Revenue | 30 | $1.593 billion | $1.704 billion (7.0% above Threshold) | $1.763 billion (10.7% above Threshold) | | USIS Operating Income | 20 | $334.5 million | $388.3 million (16.1% above Threshold) | $432.2 million (29.2% above Threshold) |
Evolution of AIP Goals Related to Responsible Business Priorities
Evolution of AIP Goals Related to Responsible Business Priorities As described above, we have identified a set of responsible business priorities that are aligned with our EFX2025 corporate strategy. By aligning our responsible business practices with our corporate strategy, we remain focused on the areas that are most relevant to our business, which drives the creation of shareholder value while at the same time positioning the Company for long-term sustainability. Since 2018, our AIP has incorporated non-financial goals that relate to our Equifax responsible business practices. We began by adding a cybersecurity performance measure as an AIP metric in 2018, in order to promote a Company-wide focus on data security and reinforce our overall security program goals. Today, Equifax employees who participate in the AIP have a mandatory security-focused performance goal as part of their individual objectives, which is designed to support the highest level of performance under our global cybersecurity awareness program. Employees are required to identify one or more predetermined security goals, established by the Security Department, that are most appropriate to their role and scope of responsibility. Over the past five years, we have continued to monitor the evolution of non-financial strategic goals in compensation programs. In response to this evolution and shareholder feedback, we expanded our use of non-financial goals in the AIP to include other responsible business practices. Under the 2023 AIP, in support of our enterprise-wide responsible business priorities, the Committee continued the use of these non-financial strategic goals as follows:
Evolution of AIP Goals Related to Responsible Business Priorities
| • | All members of the Company’s senior leadership team – including our CEO and other NEOs – had a set of non-financial strategic goals as part of their individual performance objectives that addressed the following areas: (i) consumer impact (including financial inclusion and access to credit); (ii) security; (iii) environment; (iv) workforce diversity; and (v) governance. | | • | All other employees in senior leadership roles had individual goals related to workforce diversity and security, and were encouraged to include additional responsible business goals in areas relevant to their individual roles. | | • | Beyond the senior leadership level, all participants in the 2023 AIP had a security performance goal, and were encouraged to include additional responsible business goals in areas relevant to their individual roles. |
Evolution of AIP Goals Related to Responsible Business Priorities
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Summary of 2023 Annual Cash Incentive Awards
Summary of 2023 Annual Cash Incentive Awards In February 2024, the Compensation Committee reviewed each NEO’s performance against the pre-established 2023 performance goals as approved by the Committee. Awards could range from 0% of the executive’s award goal (for performance below the threshold level) to 200% of the individual’s award target (for performance at or above the maximum level). The award paid to our CEO under the 2023 AIP was based exclusively on achievement measured against specified financial goals. Awards paid to our other NEOs under the 2023 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 2023 awards earned by the NEOs, are set forth in the table below. A detailed description of how each NEO’s 2023 incentive award was achieved follows the table. Although we achieved record revenue in 2023, our financial performance fell short of our targets due to one of the most challenging U.S. mortgage markets in the past 20 years, with U.S. mortgage originations down 34% and Equifax mortgage revenue down 17% as compared to 2022. As a result, payouts under the 2023 AIP were below target.
Summary of 2023 Annual Cash Incentive Awards
| Named Executive Officer | Base Salary ($) | Target Incentive (as Percentage of Salary) (%) | Target Incentive ($) | Maximum Incentive ($)(1) | Earned 2023 Incentive as Percentage of Target (%) | 2023 Incentive Payout ($) | | M. Begor | 1,500,000 | 120 | 1,800,000 | 3,600,000 | 52.5 | 944,110 | | J. Gamble | 794,231 | 100 | 794,231 | 1,588,462 | 82.0 | 650,955 | | T. Horvath(2) | 495,865 | 100 | 675,000 | 1,350,000 | 112.4 | 758,721 | | R. Ploder | 744,231 | 100 | 744,231 | 1,488,462 | 51.9 | 386,217 | | B. Koehler | 719,808 | 100 | 719,808 | 1,439,616 | 72.0 | 517,977 |
Summary of 2023 Annual Cash Incentive Awards
| (1) The maximum incentive for each is 200% of Target. | | (2) Mr. Horvath’s $675,000 base salary was prorated for 2023, reflecting his appointment as EVP, President, USIS on March 31, 2023; however, his annual incentive opportunity was calculated based upon his full year base salary. |
Summary of 2023 Annual Cash Incentive Awards
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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 | 2023 Incentive Payout | | | Corporate Adjusted EPS | $7.210 | $6.743 | 48 | $697,962 | | | Corporate Operating Revenue | $5.355 billion | $5.230 billion | 73 | $246,148 | | | Individual Objectives(1) | n/a | Distinguished | n/a | n/a |
Mark Begor | Chief Executive Officer
| (1) In connection with the amendment of our CEO’s employment agreement in February 2021, the Compensation Committee determined that Mr. Begor’s 2023 AIP award payout would be determined based exclusively on achievement measured against Company financial goals (previously 80% financial goals and 20% individual objectives). As a result, Mr. Begor’s AIP payout was based upon our Corporate Adjusted EPS (81.25% weighting) and Corporate Operating Revenue (18.75% weighting). The Committee set non-financial performance objectives for Mr. Begor for 2023, including goals related to security, financial inclusion, consumer impact, workforce diversity, environment and governance; however, Mr. Begor’s performance against those objectives did not impact his 2023 incentive payout. |
John Gamble | Executive Vice President, Chief Financial Officer and Chief Operations Officer
| | Objectives | Target Level | Actual Results | Actual Payout as a % of Target | 2023 Incentive Payout | | | Corporate Adjusted EPS | $7.210 | $6.743 | 48 | $246,375 | | | Corporate Operating Revenue | $5.355 billion | $5.230 billion | 73 | $86,888 | | | Individual Objectives | $158,846 | Distinguished | 200 | $317,692 |
Todd Horvath | Executive Vice President, President, U.S. Information Solutions
| | Objectives | Target Level | Actual Results | Actual Payout as a % of Target | 2023 Incentive Payout | | | Corporate Adjusted EPS | $7.210 | $6.743 | 48 | $96,641 | | | USIS Operating Revenue | $1.704 billion | $1.720 billion | 128 | $259,195 | | | USIS Operating Income | $388.3 million | $387.2 million | 98 | $132,885 | | | Individual Objectives | $135,000 | Distinguished | 200 | $270,000 |
Rudy Ploder | Executive Vice President, President, Workforce Solutions
| | Objectives | Target Level | Actual Results | Actual Payout as a % of Target | 2023 Incentive Payout | | | Corporate Adjusted EPS | $7.210 | $6.743 | 48 | $106,553 | | | Workforce Solutions Operating Revenue | $2.476 billion | $2.316 billion | 25 | $56,395 | | | Workforce Solutions Operating Income | $1.116 billion | $1.005 billion | 0 | $0 | | | Individual Objectives | $148,846 | Exceeds Expectations | 150 | $223,269 |
Bryson Koehler | Former Executive Vice President, Chief Technology, Product and Data & Analytics Officer
| | Objectives | Target Level | Actual Results | Actual Payout as a % of Target | 2023 Incentive Payout | | | Corporate Adjusted EPS | $7.210 | $6.743 | 48 | $223,288 | | | Corporate Operating Revenue | $5.355 billion | $5.230 billion | 73 | $78,746 | | | Individual Objectives | $143,962 | Exceeds Expectations | 150 | $215,942 |
2023 Long-Term Equity Incentive Compensation
2023 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 pages 56-57, individual performance, internal equity, importance of role and share run rate (a measure of actual equity-grant activity in relation to the total number of shares outstanding at the Company). In February 2023, the Committee approved a 2023 Annual LTI structure for our NEOs other than the CEO consisting of performance shares (weighted 50%), market-priced stock options with a ten-year term (weighted 25%) and time-based RSUs (weighted 25%). The 2023 Annual LTI award mix for our CEO is set forth in his employment agreement and consists of performance shares (weighted 60%), premium-priced stock options (weighted 20%) and time-based RSUs (weighted 20%). The 2023 Annual LTI framework for our NEOs (including our CEO) remained consistent with the 2022 LTI award mix.
Overview
| | | 2023 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 | | | | ■ | Adjusted EBITDA performance shares: value based on our Adjusted EBITDA performance during a three-year period | | | | ■ | 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 | |
2023 LTIP Elements
2023 LTIP Elements Performance shares are granted based on two different metrics: TSR and Adjusted EBITDA.
TSR Performance Shares
TSR Performance Shares The 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 page 57, our compensation peer group is composed of companies with which we compete for business and talent. While the Committee recognizes this as a valuable peer group for evaluating compensation, the stock performance of the companies in our compensation peer group does not necessarily adjust based on the same economic factors as ours. Moreover, investors evaluating companies with the largest market capitalizations are likely to compare Equifax to other companies in the S&P 500 Index (of which we are a member). For this reason, the Committee believes that the broader peer group of the S&P 500 Index is more appropriate for evaluating our relative TSR performance for purposes of performance shares issued under our LTI plan.
TSR Performance Shares
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TSR Performance Shares
Payouts in February 2026 (if any) for the TSR performance shares awarded on February 10, 2023 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 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 12 months following 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 2023 are earned, if at all, based on our Adjusted EBITDA for each of the three years of the performance period. In February 2023, the Committee set the threshold, target and maximum Adjusted EBITDA levels for 2023, and threshold, target and maximum Adjusted EBITDA growth rate goals for each of 2024 and 2025. The number of Adjusted EBITDA performance shares payable is the target award multiplied by a percentage (from 0% to 200%), calculated by taking an average of the payout percentages achieved for each of the three years of the performance period. Adjusted EBITDA performance share awards accrue dividend equivalents on earned shares and require the recipient to hold the shares for a period of 12 months following vesting.
Market-Priced Stock Options
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 2023 stock options will be $0. The exercise price of stock options granted in 2023 for our NEOs other than the CEO were set at the market value of our stock on the grant date. The market-priced stock options granted on February 10, 2023 vest in equal installments on the first, second and third anniversaries of the grant date, assuming continued employment with the Company, and have a ten-year term.
Premium-Priced Stock Options
Premium-Priced Stock Options 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 2023 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, 2023 cliff-vest on February 10, 2026, assuming continued employment with the Company, and have an eight-year term.
Premium-Priced Stock Options
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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, 2023 vest on the third anniversary of the grant date. The value of RSUs varies directly with the market price of our common stock, which creates an added incentive to make decisions that will build shareholder value over the long term. RSUs accrue dividend equivalent units on earned shares.
Determination of 2023 Annual LTI Grant Values
Determination of 2023 Annual LTI Grant Values The Compensation Committee determined the 2023 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. The number of TSR performance shares is calculated using the Monte Carlo equity valuation model, then applying an illiquidity discount to reflect the 12-month post-vesting holding period. The number of Adjusted EBITDA performance shares is calculated by taking the target grant value divided by the closing price of our common stock on the grant date, then applying an illiquidity discount to reflect the 12-month post-vesting holding period. The number of premium-priced stock options is calculated using a Monte Carlo model. The number of market-priced stock options is calculated based on a binomial valuation model. The number of RSUs is calculated by taking the target grant value divided by the closing price of our common stock on the grant date. The following table details the target grant value used by the Compensation Committee to determine the number of performance shares, stock options and RSUs granted to each NEO in 2023. Actual grant date values, computed in accordance with applicable accounting standards, are disclosed in the “2023 Grants of Plan-Based Awards” table on page 79. The actual value of equity awards that may be realized by the NEOs will depend on their continued service, our Adjusted EBITDA growth and our future stock price performance.
TARGET GRANT VALUE FOR 2023 ANNUAL LTI AWARDS
TARGET GRANT VALUE FOR 2023 ANNUAL LTI AWARDS The Committee approved a 2023 Annual LTI award mix for our CEO that included TSR performance shares (weighted 30%), Adjusted EBITDA performance shares (weighted 30%), premium-priced stock options (weighted 20%) and time-based RSUs (weighted 20%). The Committee approved a 2023 Annual LTI award mix for our NEOs other than the CEO that included TSR performance shares (weighted 25%), Adjusted EBITDA performance shares (weighted 25%), market-priced stock options with a ten-year term (weighted 25%) and time-based RSUs (weighted 25%).
TARGET GRANT VALUE FOR 2023 ANNUAL LTI AWARDS
| Name(1) | Target Grant Value ($) | Target Number of Performance Shares (TSR) Granted(2) | Target Number of Performance Shares (Adj. EBITDA) Granted(3) | Number of Stock Options Granted(4) | Number of RSUs Granted(5) | | M. Begor | 10,100,000 | 12,524 | 16,740 | 34,926 | 9,799 | | J. Gamble | 4,000,000 | 4,134 | 5,525 | 15,465 | 4,851 | | T. Horvath | 3,400,000 | 3,527 | 4,714 | 13,196 | 4,139 | | R. Ploder | 3,500,000 | 3,617 | 4,835 | 13,530 | 4,245 | | B. Koehler | 3,300,000 | 3,410 | 4,558 | 12,761 | 4,002 |
TARGET GRANT VALUE FOR 2023 ANNUAL LTI AWARDS
| (1) The grant date for annual equity awards to each of the NEOs except Todd Horvath was February 10, 2023; the closing stock price on such date was $206.16. The grant date for the annual equity award to Mr. Horvath, who joined the Company on March 31, 2023, was May 1, 2023; the closing stock price on such date was $205.39. | | (2) The number of TSR performance shares granted is calculated based on the Monte Carlo equity valuation model, then applying an illiquidity discount to reflect the 12-month post-vesting holding period. | | (3) The number of Adjusted EBITDA performance shares granted is calculated by taking the target grant value divided by the closing price of our common stock on the grant date, then applying an illiquidity discount to reflect the 12-month post-vesting holding period. | | (4) Premium-priced stock options were granted to our CEO in 2023 and market-priced stock options were granted to our other NEOs. The premium-priced stock options were granted in two equally-weighted tranches, with exercise prices of 110% and 120% of the grant date closing stock price. The number of premium-priced stock options was calculated using a Monte Carlo model. The number of market-priced stock options was calculated based on a binomial valuation model. | | (5) The number of RSUs was calculated by taking the target grant value divided by the closing price of our common stock on the grant date. |
TARGET GRANT VALUE FOR 2023 ANNUAL LTI AWARDS
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2023 Horvath New Hire Award
2023 Horvath New Hire Award In connection with his hiring as Executive Vice President, President, USIS, and to compensate him for foregoing pay previously earned at his prior employer, in addition to the 2023 annual LTI award, on May 1, 2023, Mr. Horvath received a new hire “make whole” grant of RSUs and TSR performance shares with an aggregate grant date fair value of $4 million. Mr. Horvath’s new hire RSU award (comprising $2 million in value) vests in three equal increments beginning on the first anniversary of the grant date. His new hire TSR performance share award (comprising $2 million in value) vests at the end of a three-year performance period. As described above under “2023 LTIP Elements,” RSU and TSR performance share awards accrue dividend equivalents on earned shares; TSR performance shares require the recipient to hold the shares for a period of 12 months following vesting.
2021-2024 Performance Share Awards
2021-2024 Performance Share Awards In February 2024, the Compensation Committee approved the vesting and payment of the TSR performance shares granted in February 2021 at 103.3% 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, 2023. The number of performance shares payable was the target award multiplied by a percentage (from 0% to 200%) that was calculated by taking the average of the payout percentages achieved through each of the last four quarters of the performance period, based upon the Company’s cumulative TSR percentile ranking through the end of each such quarter, as shown in the table below:
2021-2024 Performance Share Awards
| | Period from January 1, 2021 through the end of: | | | | | | | Q1 2023 | Q2 2023 | Q3 2023 | Q4 2023 | Average | | Equifax TSR | 6.9% | 24.3% | -3.1% | 31.1% | | | Equifax Percentile vs. S&P 500 | 42nd | 58th | 34th | 58th | | | Payout | 83.8% | 131.5% | 67.6% | 130.4% | 103.3% |
2021-2024 Performance Share Awards
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Annual Plan Alignment
Annual Plan Alignment Annual cash incentive awards are designed to reward the achievement of near-term business goals and to ensure that payouts are aligned to performance. The annual performance goals for our CEO are based on our Corporate Adjusted EPS (81.25% weighting) and Corporate Operating Revenue (18.75% weighting). As demonstrated by these charts, our annual incentive plan has operated as designed to align CEO pay with our financial performance. In 2021, our CEO received an above-target payout due to our strong financial performance. Conversely, although we achieved record revenue in both 2022 and 2023, our financial performance fell short of our targets due to the unprecedented declines in the U.S. mortgage market and a softening of the global macroeconomic environment. As a result, payouts under both the 2022 and 2023 AIP were below target. Target AIP Actual AIP $0 $1,000 $2,000 $3,000 $4,000 2021 AIP 2022 AIP 2023 AIP $ in thousands CEO Annual Incentive: Target vs. Actual(1) (1) For each of 2021-2023, Mr. Begor's AIP payout was based on our Corporate Adjusted EPS (81.25% weighting) and Corporate Operating Revenue (18.75% weighting). $6.00 $7.00 $8.00 $9.00 2021 2022 2023 $7.21 $6.74 Adjusted EPS (target) Adjusted EPS (actual) Adjusted EPS: 2021-2023 $4,000 $5,000 $6,000 2021 2022 2023 $5,355 $5,263 Revenue (target) Revenue (actual)
LTI Plan Alignment
LTI Plan Alignment Long-term incentive awards are designed to reward the achievement of our long-term business goals and to ensure payouts are aligned to financial performance and stock price performance. The LTI award mix for our CEO consists of performance shares (weighted 60%), premium-priced stock options (weighted 20%) and time-based RSUs (weighted 20%). For our CEO’s 2021 annual LTI and the 2022 performance-oriented equity award, the performance shares were tied to relative TSR. For the 2022 annual LTI and the 2023 annual LTI, the performance shares were tied to relative TSR and Adjusted EBITDA (each weighted 50%). The Compensation Committee believes that linking the significant majority of our CEO’s pay to the performance of our Company aligns him to the interests of our shareholders while providing the motivation to drive the successful execution of our business objectives. As demonstrated by these charts, our LTI plan has operated as designed to align CEO pay with our financial performance, stock price performance and relative TSR positioning. The unprecedented declines in the U.S. mortgage market and softening of the global macroeconomic environment that started in 2022 and continued through 2023 negatively impacted our business results and our stock price, and are reflected in the current potential realizable value of our CEO's outstanding LTI awards. The ultimate value earned under each of these long-term awards will be determined by the Company's Adjusted EBITDA, stock price and relative TSR performance achieved during each award's respective performance period. Target LTI(1) Realizable LTI(2) $0 $10 $20 $30 2023 Annual 2022 Perf-Oriented 2022 Annual 2021 Annual $ in millions CEO Long-Term Incentives: Target vs. Currently Realizable (as of Year-End 2023) LTIP Performance Period 2021 2022 2023 2024 2025 2021 Annual 100% Complete 2022 Annual 67% Complete 2022 Performance-Oriented 43% Complete 2023 Annual 33% Complete Earned Above Target Tracking Below Target Tracking Above Target
LTI Plan Alignment
| (1) Target LTI value is determined based on the methodologies described under “Determination of 2023 Annual LTI Grant Values” on page 67. | | (2) Currently realizable LTI amount represents: (i) vested equity through December 31, 2023; (ii) the intrinsic value of unvested premium-priced options as of December 31, 2023; (iii) the value of unvested TSR performance shares assuming payout at the relative performance level achieved as of December 29, 2023; and (iv) the value of Adjusted EBITDA performance shares assuming payout based on expected achievement of the performance measure as of December 29, 2023. Currently realizable LTI is based on information as of year-end 2023; however, the actual realizable value of the LTI awards (which are subject to increase or decrease prior to vesting) cannot be determined until the time of vesting, when financial performance and stock price performance are complete. | | The Equifax stock price was $177.19 on the grant date for the 2021 annual LTI award (Feb. 12, 2021). The stock price increased to $225.00 by the grant date for the 2022 annual LTI award (Feb. 11, 2022). The unprecedented U.S. mortgage market decline began in 2022 and continued throughout 2023. During that period, the Equifax stock price declined to $208.91 on the grant date for the 2022 performance-oriented CEO award (Jul. 29, 2022) and to $206.16 on the grant date for the 2023 annual LTI award (Feb. 10, 2023). | | Equifax relative TSR was above target (103.3% payout) for the 3-year period ended Dec. 31, 2023. Equifax relative TSR was tracking at below target (63% payout) for the 2-year period ended Dec. 31, 2023, reflecting U.S. mortgage market decline and stock price decline during the period. Equifax Adjusted EBITDA grew by 1.49% during the 2-year period ended Dec. 31, 2023. |
LTI Plan Alignment
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Our CEO’s Interests Align with our Shareholders’ Interests over the Long-Term
Our CEO’s Interests Align with our Shareholders’ Interests over the Long-Term Our Compensation Committee has designed a compensation program that is intended to ensure management’s interests are aligned with those of our shareholders and supports long-term shareholder value creation. Our CEO’s voluntary, irrevocable deferral elections, described in further detail below, complement the program design and ensure that his economic interests will continue to align with those of our shareholders for many years after he departs from Equifax.
Our CEO’s Interests Align with our Shareholders’ Interests over the Long-Term
| • | As a result of his voluntary, irrevocable deferral elections, our CEO will continue to be invested in Equifax for more than ten years following his tenure at the Company | | | | – | Since 2021, our CEO has made proactive irrevocable elections under our deferred compensation program to defer 100% of his long-term incentives granted in the form of RSUs and performance shares (including the July 2022 performance-oriented award) | | | – | These deferred equity awards had an aggregate value of more than $67 million as of March 1, 2024 (assuming payout at 100% of target for his outstanding awards), are payable only in Equifax common stock if earned and are not payable until after Mr. Begor leaves the Company | | | – | Deferred awards granted in 2021 begin paying out in equal annual installments over a 10-year period, beginning five years following Mr. Begor’s departure from Equifax | | | – | Deferred awards granted in 2022-2024 (including the July 2022 award) begin paying out in equal annual installments over a ten-year period, beginning seven months following Mr. Begor’s departure from Equifax | | | – | These deferral decisions reflect our CEO’s belief in the shareholder value to be delivered by what he and the team have been building at Equifax over the past 5+ years |
Equity Award Grant Practices
Equity Award Grant Practices We have a written policy on equity grants designed to formalize our equity grant practices and ensure that equity awards will be made on specified dates. The Compensation Committee reviews and approves annual equity-based awards to senior executives who are direct reports to the CEO or reporting officers under Section 16 of the Exchange Act in the first calendar quarter of each year (around the time of their annual performance reviews). In accordance with our policy and shareholder-approved 2023 Omnibus Incentive Plan (which replaced our 2008 Omnibus Incentive Plan effective May 4, 2023), the Committee has delegated specific authority to the CEO to approve grants (within specified limits) to non-executive officers and other eligible employees. We may make equity awards at other times during the year for new hires or for other reasons, such as a job promotion or as a result of an acquisition. The Compensation Committee reviews equity grants made pursuant to the CEO’s delegated authority, if any, on a quarterly basis. We generally schedule Board and Committee meetings at least a year in advance and, as noted above, make annual equity awards to our NEOs at around the same time every year.
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 86-87 for more information on our deferred compensation plans. Since 2021, our CEO has made proactive, irrevocable elections under our deferred compensation program to defer 100% of his long-term incentives granted in the form of RSUs and performance shares. As a result of his voluntary, irrevocable deferral elections, our CEO will continue to be invested in Equifax for more than ten years following his tenure at the Company. See page 72 for more information.
CEO Employment Agreement
CEO Employment Agreement On February 4, 2021, the Company entered into a letter agreement (the “Letter Agreement”) with our CEO which amends certain terms of the employment agreement between the Company and Mr. Begor dated March 27, 2018 (the “Original Employment Agreement” and, as amended by the Letter Agreement, the “Employment Agreement”). The Employment Agreement provides for a five-year term of employment, ending on December 31, 2025. 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% of his annual base salary and is determined exclusively based upon achievement measured against specified Company financial goals. Mr. Begor’s long-term incentive award target grant date value is $10.1 million. The components of Mr. Begor’s annual long-term incentive award consist of (i) 60% performance shares, (ii) 20% premium-priced stock options and (iii) 20% time-based RSUs. Each grant of premium-priced stock options cliff vests on the later of (i) December 31, 2025 and (ii) the third anniversary of the grant date. The stock options granted in 2022 and 2024 have a seven-year term and the stock options granted in 2023 have an eight-year term. Each award of premium-priced options will be split evenly into two equally-weighted tranches, based on fair value on the grant date, with exercise prices set at premiums of 110% and 120% to the fair market value of a share of our common stock on the applicable grant date. As a result of the above, 80% of Mr. Begor’s annual long-term incentive award is subject to substantive performance requirements and only 20% being subject to time-based vesting. 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
| Equifax Inc. | 2024 Proxy Statement | 73 |
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 health care and a financial planning allowance. These perquisites serve the important business purposes of ensuring that our CEO is aware of his personal health and receives adequate assistance in managing his personal finances, each of which enables him to focus his time on managing our business. If Mr. Begor is terminated by the Company without “cause” (other than due to “disability” or death) or resigns for “good reason” (each as defined in the Employment Agreement), he will be entitled to receive, provided he signs a release of claims against the Company and complies with applicable restrictive covenants: (i) a severance payment equal to twice the sum of (x) his annual base salary and (y) his target annual incentive opportunity for the year of termination, (ii) any accrued but unpaid annual incentive plus a pro rata annual incentive for the year of termination, (iii) for all other equity awards (except as described below for the long-term incentives awards commencing in 2021 and except for the July 2022 performance-oriented award), continued vesting under the Company’s equity incentive plan until the second anniversary of the termination date (subject, in the case of performance-based awards, to certification by the Board of the Company’s performance), with vested stock options being exercisable until the second anniversary of termination (or, to the extent such options vest within the 90 days before such second anniversary, until such 90 day period after such vesting has elapsed) (but not beyond their original expiration date) and (iv) access to the Company’s health plan for two years or the lesser period permitted by the Company’s general benefits plans and applicable law and monthly payments of or an amount equal to premiums for continuation of healthcare coverage under Section 4980B of the Internal Revenue Code (“Code”) or comparable law (“COBRA”) for 24 months. If Mr. Begor is terminated by the Company without cause (other than due to disability or death) or resigns for good reason, the annual long-term incentive awards granted to Mr. Begor in 2021 through 2025 will continue to vest until the earlier of the applicable vesting date and the second anniversary of the date of his termination of employment, with each such award becoming vested in accordance with the original vesting schedule. Upon the second anniversary of any such termination of employment, each such outstanding award will vest on a pro-rated basis determined based on the portion of the original vesting schedule that has elapsed through such second anniversary (subject, in the case of performance shares, to certification by the Board of the Company’s performance following the end of the applicable performance period). Following any such termination of employment, Mr. Begor will have 36 months to exercise his vested options (or, if earlier, until the applicable expiration date of the option). If Mr. Begor is terminated by the Company without cause (other than due to disability or death) or resigns for good reason within the period six months prior to and two years after a “change in control” (as defined in the Employment Agreement), he will be entitled to receive, provided he signs a release of claims against the Company and complies with applicable restrictive covenants, (i) a lump sum payment equal to three times the sum of (x) his annual base salary and (y) his target annual incentive opportunity for the year of termination, (ii) any accrued but unpaid annual incentive plus a pro rata annual incentive for the year of termination, (iii) full vesting of any outstanding equity awards (subject, in the case of performance-based awards, to the determination of achievement of the performance measures in accordance with the applicable award agreement and incentive plan) and (iv) access to the Company’s health plan for two years or the lesser period permitted by the Company’s general benefits plans and applicable law and monthly payments of or an amount equal to premiums under COBRA for 24 months. Mr. Begor is required to own and hold Company stock having a value equal to six times his annual base salary. 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 page 94 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.
Change in Control Arrangements
| Equifax Inc. | 2024 Proxy Statement | 74 |
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
The policy also provides that the Company will disclose its decision to take action, the number of employees impacted and their seniority, and the aggregate amount of the clawback/forfeiture if the underlying circumstances of the misconduct are publicly disclosed. The policy provides that the Committee may limit or eliminate disclosure if the events are not publicly disclosed or if disclosure would be likely to result in or exacerbate any litigation or other proceeding against the Company or its officers or directors, violate applicable law with respect to privacy, violate legal privilege or breach a contractual obligation. Under the terms of award agreements issued under our 2008 Omnibus Incentive Plan and our 2023 Omnibus Incentive Plan (which replaced the 2008 Omnibus Incentive Plan effective May 4, 2023), employees, including our NEOs, who violate the agreement’s non-compete, non-solicitation and non-disclosure restrictions or who engage in certain other activities detrimental to the Company may be subject to financial consequences, including cancellation of their outstanding equity awards or recovery by the Company of all gains from exercised stock options and vested shares received during the period beginning six months prior to the date of the violation. In addition, these recovery means are also applicable to the incentive equity awards of any employee who is terminated for cause, as determined in the sole discretion of the Committee. 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 2023, 2022 and 2021. The table includes values for contingent compensation such as unvested or unpaid stock awards and unexercised stock options. The executives may never realize the value of certain items included in the column headed “Total,” or the amounts realized may differ materially from those listed in the table.
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 Chief Executive Officer | 2023 | 1,500,000 | 0 | 8,080,418 | 2,019,634 | 944,110 | 0 | 505,646 | 13,049,808 | | | 2022 | 1,500,000 | 0 | 28,080,015 | 7,019,934 | 223,078 | 0 | 422,826 | 37,245,853 | | | 2021 | 1,500,000 | 0 | 8,079,933 | 2,020,085 | 3,600,000 | 0 | 865,557 | 16,065,575 | | John W. Gamble, Jr. EVP, Chief Financial Officer and Chief Operations Officer | 2023 | 794,231 | 0 | 3,000,373 | 999,658 | 650,955 | 650,500 | 18,888 | 6,114,604 | | | 2022 | 750,000 | 0 | 2,437,902 | 812,138 | 318,206 | 134,600 | 17,150 | 4,469,995 | | | 2021 | 741,260 | 0 | 1,312,491 | 437,526 | 1,260,142 | 1,178,700 | 22,471 | 4,952,590 | | Todd Horvath EVP, President, U.S. Information Solutions | 2023 | 495,865 | 0 | 6,550,408 | 849,687 | 758,721 | 0 | 241,787 | 8,896,469 | | | 2022 | – | – | – | – | – | – | – | – | | | 2021 | – | – | – | – | – | – | – | – | | Rodolfo O. Ploder EVP, President, Workforce Solutions | 2023 | 744,231 | 0 | 2,625,456 | 874,579 | 386,217 | 411,800 | 48,465 | 5,090,748 | | | 2022 | 700,000 | 0 | 2,250,367 | 749,644 | 399,748 | 0 | 43,030 | 4,142,789 | | | 2021 | 683,173 | 0 | 1,124,896 | 375,111 | 1,161,394 | 1,604,500 | 40,495 | 4,989,569 | | Bryson R. Koehler Former EVP, Chief Technology, Product and D&A Officer | 2023 | 719,808 | 0 | 2,475,136 | 824,871 | 517,977 | 0 | 151,003 | 4,688,795 | | | 2022 | 680,000 | 0 | 2,100,389 | 699,638 | 254,564 | 0 | 118,924 | 3,853,514 | | | 2021 | 676,803 | 0 | 899,984 | 300,027 | 1,015,205 | 0 | 199,886 | 3,091,905 |
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). | | (2) For 2023, the grant date for equity awards to each of the NEOs except Todd Horvath was February 10, 2023; the closing stock price on such date was $206.16. The grant date for the equity awards to Mr. Horvath, who joined the Company on March 31, 2023, was May 1, 2023; the closing stock price on such date was $205.39. | | (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 salary under the Equifax 2005 Executive Deferred Compensation Plan or the Equifax Inc. Employee Deferred Compensation Plan (2022). Stock awards in 2023 included time-vested RSUs, TSR performance shares and Adjusted EBITDA performance shares. For the 2023 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 12-month post-vesting holding period. The calculations reflect an accounting value for the 2023 TSR performance share grants to our NEOs other than Todd Horvath of $241.95 per share, which was 117.36% of our closing stock price on the February 10, 2023 grant date. For Mr. Horvath, who joined the Company on March 31, 2023, the calculations reflect an accounting value for the 2023 TSR performance share grants of $241.05 per share, which was 117.36% of closing stock price on the May 1, 2023 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, 2023, in our 2023 Form 10-K. | | For the 2023 Adjusted EBITDA performance share awards, the grant date fair value was calculated by taking the target grant value divided by the closing price of our common stock on the grant date assuming target performance under the awards would be achieved (100% of target), then applying an illiquidity discount to reflect the 12-month post-vesting holding period. The calculations reflect an accounting value for the 2023 Adjusted EBITDA performance share grants to our NEOs other than Mr. Horvath of $181.01 per share for the awards, which was 87.80% of our closing stock price of $206.16 on the February 10, 2023 grant date. For Mr. Horvath, the calculations reflect an accounting value for the 2023 Adjusted EBITDA performance share grants of $180.33 per share, which was 87.80% of closing stock price on the May 1, 2023 grant date. | | The value of the 2023 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, $14,086,294; Mr. Gamble, $4,982,681; Mr. Horvath, $9,643,677; Mr. Ploder, $4,360,078; and Mr. Koehler, $4,110,418. 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
| Equifax Inc. | 2024 Proxy Statement | 77 |
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. The amount is based on the fair value of the stock option award as estimated using the binomial model multiplied by the number of shares subject to the option award. Assumptions used in the binomial model for calculation of the amounts in this column are described in Note 8 to our audited consolidated financial statements for the fiscal year ended December 31, 2023, in our 2023 Form 10-K. | | (5) Represents annual incentive awards paid under the Annual Incentive Plan for services performed in 2023, 2022 and 2021, respectively. Amounts shown are not reduced to reflect the NEO’s election, if any, to defer receipt of awards under the Equifax 2005 Executive Deferred Compensation Plan or the Equifax Inc. Employee Deferred Compensation Plan (2022). | | (6) For Messrs. Gamble and Ploder, the amounts in this column reflect the aggregate increase (or decrease), if any, of accumulated pension benefit accruals at the earliest unreduced retirement age for such NEOs under the SERP in the applicable fiscal year. For Mr. Ploder, amounts also reflect accruals under the Equifax Inc. U.S. Retirement Income Plan (“USRIP”). There are no above-market or preferential earnings on compensation deferred on a basis that is not tax-qualified, including such earnings on non-qualified contribution plans. The pension accrual amounts represent the difference in present value liability (measured at the respective fiscal year-end dates shown in the table) based on the assumptions shown in the text following the “Pension Benefits at 2023 Fiscal Year-End” table on page 84. 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 Ploder is due to one additional year of service under the SERP and a decline in the discount rate. See “Pension Benefits at 2023 Fiscal Year-End” on page 84 for more information on pension benefits. | | (7) The “All Other Compensation” column for 2023 includes the following: |
Summary Compensation Table
| Name | Perquisites and Personal Benefits(a) ($) | Relocation and Living Expenses(b) ($) | Tax Reimbursements(c) ($) | Company Contributions to Defined Contribution Plans(d) ($) | Insurance Premiums(e) ($) | Total ($) | | M. Begor | 244,735 | 0 | 0 | 260,911 | 0 | 505,646 | | J. Gamble | 8,988 | 0 | 0 | 9,900 | 0 | 18,888 | | T. Horvath | 725 | 74,557 | 32,106 | 134,400 | 0 | 241,788 | | R. Ploder | 11,325 | 0 | 0 | 9,900 | 27,240 | 48,465 | | B. Koehler | 10,725 | 0 | 0 | 140,278 | 0 | 151,003 |
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 and private aircraft usage, 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 and $186,573 for private aircraft usage. | | (b) The amount for Mr. Horvath reflects reimbursement for relocation and temporary living expenses. | | (c) The Company does not provide any additional tax reimbursements on the value of perquisites and personal benefits received by the NEOs other than those provided to other employees. The Company’s standard policy for employees is to provide a tax gross-up for certain relocation assistance. Amount reported for Mr. Horvath reflects $32,106 related to a tax gross-up payment on his relocation and temporary living expenses. | | (d) For Messrs. Begor, Horvath and Koehler, 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 $330,000 in 2023) contributed on a pre-tax and/or after-tax basis to the tax-qualified 401(k) Plan. For Messrs. Gamble and Ploder, the amounts reflect a Company match of 50% of the first 6% of compensation (subject to the government limit on compensation of $330,000 in 2023) contributed on a pre-tax and/or Roth after-tax basis to the tax-qualified 401(k) Plan. See “401(k) Plan” on page 80 and “Supplemental Contribution Program” on page 86. | | (e) Represents imputed income for the cost of $3,000,000 in life insurance coverage. Mr. Ploder has this coverage as a participant in the Equifax Inc. Executive Life and Supplemental Retirement Benefit Plan, which was closed to new participants in 2005. Existing participants at time of closure were grandfathered under the plan. |
Summary Compensation Table
| (8) The 2022 amounts for Mr. Begor include the July 2022 performance-oriented equity award of TSR performance shares, Adjusted EBITDA performance shares, premium-priced stock options and RSUs, with an aggregated grant date fair value of $25 million. The 2023 amounts for Mr. Horvath include a new hire “make whole” grant of RSUs and TSR performance shares with an aggregated grant date fair value of $4 million. |
Summary Compensation Table
| Equifax Inc. | 2024 Proxy Statement | 78 |
2023 Grants of Plan-Based Awards
2023 Grants of Plan-Based Awards Set forth below is information regarding awards provided to the NEOs in 2023. The non-equity incentive awards were made under the AIP which is part of our shareholder-approved amended and restated 2008 Omnibus Incentive Plan (the “2008 Omnibus Incentive Plan”). The equity awards were also made under the 2008 Omnibus Incentive Plan.
2023 Grants of Plan-Based Awards
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units(4) (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards(5) ($/Sh) | Grant Date Fair Value of Stock and Option Awards(6) ($) | | Name(1) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | M. Begor | | | | | | | | | | | | | AIP | 2/10/23 | 450,000 | 1,800,000 | 3,600,000 | | | | | | | | | PS-TSR | 2/10/23 | | | | 6,262 | 12,524 | 25,048 | | | | 3,030,174 | | PS-EBITDA | 2/10/23 | | | | 8,370 | 16,740 | 33,480 | | | | 3,030,082 | | RSU | 2/10/23 | | | | | | | 9,799 | | | 2,020,162 | | PPSO | 2/10/23 | | | | | | | | 16,580 | 226.78 | 1,010,054 | | PPSO | 2/10/23 | | | | | | | | 18,346 | 247.39 | 1,009,580 | | J. Gamble | | | | | | | | | | | | | AIP | 2/10/23 | 317,692 | 794,231 | 1,588,462 | | | | | | | | | PS-TSR | 2/10/23 | | | | 2,067 | 4,134 | 8,268 | | | | 1,000,219 | | PS-EBITDA | 2/10/23 | | | | 2,763 | 5,525 | 11,050 | | | | 1,000,072 | | RSU | 2/10/23 | | | | | | | 4,851 | | | 1,000,082 | | MPSO | 2/10/23 | | | | | | | | 15,465 | 206.16 | 999,658 | | T. Horvath | | | | | | | | | | | | | AIP | 5/1/23 | 270,000 | 675,000 | 1,350,000 | | | | | | | | | PS-TSR | 5/1/23 | | | | 1,764 | 3,527 | 7,054 | | | | 850,168 | | PS-EBITDA | 5/1/23 | | | | 2,357 | 4,714 | 9,428 | | | | 850,087 | | RSU | 5/1/23 | | | | | | | 4,139 | | | 850,109 | | MPSO | 5/1/23 | | | | | | | | 13,196 | 205.39 | 849,687 | | PS-TSR (N) | 5/1/23 | | | | 4,149 | 8,297 | 16,594 | | | | 1,999,956 | | RSU (N) | 5/1/23 | | | | | | | 9,738 | | | 2,000,088 | | R. Ploder | | | | | | | | | | | | | AIP | 2/10/23 | 297,692 | 744,231 | 1,488,462 | | | | | | | | | PS-TSR | 2/10/23 | | | | 1,809 | 3,617 | 7,234 | | | | 875,131 | | PS-EBITDA | 2/10/23 | | | | 2,418 | 4,835 | 9,670 | | | | 875,176 | | RSU | 2/10/23 | | | | | | | 4,245 | | | 875,149 | | MPSO | 2/10/23 | | | | | | | | 13,530 | 206.16 | 874,579 | | B. Koehler | | | | | | | | | | | | | AIP | 2/10/23 | 287,923 | 719,808 | 1,439,616 | | | | | | | | | PS-TSR | 2/10/23 | | | | 1,705 | 3,410 | 6,820 | | | | 825,047 | | PS-EBITDA | 2/10/23 | | | | 2,279 | 4,558 | 9,116 | | | | 825,037 | | RSU | 2/10/23 | | | | | | | 4,002 | | | 825,052 | | MPSO | 2/10/23 | | | | | | | | 12,761 | 206.16 | 824,871 |
2023 Grants of Plan-Based Awards
| (1) AIP = cash incentive award under 2023 Annual Incentive Plan (AIP); PS-TSR = TSR performance shares granted under 2023 Annual LTI program; PS-EBITDA = Adjusted EBITDA performance shares granted under 2023 Annual LTI program; RSU = time-vested RSUs granted under 2023 Annual LTI program; PPSO = premium-priced stock options granted under 2023 Annual LTI program; MPSOs = market-priced stock options granted under 2023 Annual LTI program; PS-TSR (N) = new hire grant of TSR performance shares; and RSUs (N) = new hire grant of time-vested RSUs. |
2023 Grants of Plan-Based Awards
| Equifax Inc. | 2024 Proxy Statement | 79 |
2023 Grants of Plan-Based Awards
| (2) The amounts shown represent the range of possible dollar payouts that could have been earned under the 2023 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. | | (3) Represents grants to each NEO during 2023 of performance shares under our 2008 Omnibus Incentive Plan. TSR performance shares granted are earned, if at all, based on our TSR performance after a three-year period relative to the TSR after the same period for the companies in the S&P 500 Index as of the grant date. Adjusted 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 “2023 Long-Term Equity Incentive Compensation” beginning on page 65. | | (4) Represents the number of RSUs granted to each NEO during 2023. The RSUs will vest, subject to continued employment, on the third anniversary of the grant date, except for Mr. Horvath’s new hire RSU award, which vests in three equal increments beginning on the first anniversary of the grant date. Dividend equivalents accrue on unvested shares. Additional information regarding RSUs is set forth under the heading “2023 Long-Term Equity Incentive Compensation” beginning on page 65. | | (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 ($206.16) on the February 10, 2023 grant date. For Messrs. Gamble, Ploder and Koehler, represents market-priced stock options issued with an exercise price equal to the closing price of Equifax stock ($206.16) on the February 10, 2023 grant date. For Mr. Horvath, represents market-priced stock options issued with an exercise price equal to the closing price of Equifax stock ($205.39) on the May 1, 2023 grant date. | | (6) Represents full grant date fair value of stock and option awards granted to each NEO in 2023 computed in accordance with FASB ASC Topic 718, excluding the estimated effect of forfeitures. The premium-priced stock options granted in 2023 to our CEO cliff vest on February 10, 2026, subject to continued employment, and have an eight-year term. The market-priced stock options granted in 2023 to NEOs other than the CEO vest, subject to continued employment, one-third annually for three years following the grant date and have a ten-year term. |
Additional Discussion of Material Items in Summary Compensation and Grants of Plan-Based Awards Tables
Additional Discussion of Material Items in Summary Compensation and Grants of Plan-Based Awards Tables Our executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and the Grants of Plan-Based Awards Table was paid or awarded, are described under “Compensation Discussion and Analysis” beginning on page 49. A summary of certain material terms of our compensation plans and arrangements is set forth below.
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | 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 | 62,246 | 0 | 0 | 112.46 | 5/4/28 | | | | | | | 88,919 | 0 | 0 | 112.46 | 5/4/28 | | | | | | | 63,597 | 0 | 0 | 127.37 | 2/22/25 | | | | | | | 76,895 | 0 | 0 | 138.45 | 2/22/25 | | | | | | | 92,712 | 0 | 0 | 149.53 | 2/22/25 | | | | | | | 44,321 | 0 | 0 | 175.48 | 2/21/26 | | | | | | | 55,919 | 0 | 0 | 191.44 | 2/21/26 | | | | | | | 0 | 26,751 | 0 | 194.91 | 2/12/28 | | | | | | | 0 | 30,596 | 0 | 212.63 | 2/12/28 | | | | | | | 0 | 17,522 | 0 | 247.50 | 2/11/29 | | | | | | | 0 | 19,652 | 0 | 270.00 | 2/11/29 | | | | | | | 0 | 43,440 | 0 | 229.80 | 7/29/30 | | | | | | | 0 | 48,281 | 0 | 250.69 | 7/29/30 | | | | | | | 0 | 18,346 | 0 | 247.39 | 2/10/31 | | | | | | | 0 | 16,580 | 0 | 226.78 | 2/10/31 | | | | | | | | | | | | 11,651(3) | 2,881,176 | | | | | | | | | | 9,114(3) | 2,253,801 | | | | | | | | | | 24,205(3) | 5,985,654 | | | | | | | | | | 9,869(3) | 2,440,505 | | | | | | | | | | | | 39,822(8) | 9,847,582 | | | | | | | | | | 15,756(9) | 3,896,301 | | | | | | | | | | 7,775(10) | 1,922,680 | | | | | | | | | | 25,228(11) | 6,238,632 | | | | | | | | | | 16,861(12) | 4,169,557 | | | | | | | | | | 122,854(13) | 30,380,566 | | J. Gamble | 10,385 | 0 | 0 | 129.93 | 2/16/27 | | | | | | | 11,128 | 0 | 0 | 121.35 | 3/5/28 | | | | | | | 16,196 | 0 | 0 | 123.49 | 7/27/28 | | | | | | | 16,512 | | 0 | 127.37 | 2/22/25 | | | | | | | 19,965 | 0 | 0 | 138.45 | 2/22/25 | | | | | | | 24,069 | 0 | 0 | 149.53 | 2/22/25 | | | | | | | 8,208 | 0 | 0 | 175.48 | 2/21/26 | | | | | | | 10,355 | 0 | 0 | 191.44 | 2/21/26 | | | | | | | 6,584 | 3,293 | 0 | 177.19 | 2/12/31 | | | | | | | 4,811 | 9,627 | 0 | 225.00 | 2/11/32 | | | | | | | 0 | 15,465 | 0 | 206.16 | 2/10/33 | | | | | | | | | | | | 2,523(4) | 623,913 | | | | | | | | | | 3,666(4) | 906,565 | | | | | | | | | | 4,886(4) | 1,208,259 | 5,750(8) | 1,421,918 | | | | | | | | | | 4,225(9) | 1,044,800 |
Outstanding Equity Awards at 2023 Fiscal Year-End
| Equifax Inc. | 2024 Proxy Statement | 81 |
Outstanding Equity Awards at 2023 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) | | | | | | | | | | 5,750(8) | 1,421,918 | | | | | | | | | | 4,225(9) | 1,044,800 | | | | | | | | | | 2,085(10) | 515,476 | | | | | | | | | | 8,326(11) | 2,058,937 | | | | | | | | | | 5,564(12) | 1,375,922 | | T. Horvath | 0 | 13,196 | 0 | 205.39 | 5/1/33 | | | | | | | | | | | | 9,789(5) | 2,420,722 | | | | | | | | | | 4,160(5) | 1,028,726 | | | | | | | | | | | | 16,654(11) | 4,118,368 | | | | | | | | | | 7,078(11) | 1,750,319 | | | | | | | | | | 4,731(12) | 1,169,929 | | R. Ploder | 14,788 | 0 | 0 | 138.45 | 2/22/25 | | | | | | | 17,831 | 0 | 0 | 149.53 | 2/22/25 | | | | | | | 6,019 | 0 | 0 | 175.48 | 2/21/26 | | | | | | | 7,594 | 0 | 0 | 191.44 | 2/21/26 | | | | | | | 5,645 | 2,823 | 0 | 177.19 | 2/12/31 | | | | | | | 4,441 | 8,886 | 0 | 225.00 | 2/11/32 | | | | | | | 0 | 13,530 | 0 | 206.16 | 2/10/33 | | | | | | | | | | | | 2,162(6) | 534,641 | | | | | | | | | | 3,384(6) | 836,829 | | | | | | | | | | 4,275(6) | 1,057,165 | | | | | | | | | | | | 4,928(8) | 1,218,645 | | | | | | | | | | 3,900(9) | 964,431 | | | | | | | | | | 1,924(10) | 475,786 | | | | | | | | | | 7,286(11) | 1,801,755 | | | | | | | | | | 4,869(12) | 1,204,055 | | B. Koehler | 7,289 | 0 | 0 | 123.49 | 7/27/28 | | | | | | | 11,007 | 0 | 0 | 127.37 | 2/22/25 | | | | | | | 13,310 | 0 | 0 | 138.45 | 2/22/25 | | | | | | | 16,047 | 0 | 0 | 149.53 | 2/22/25 | | | | | | | 5,472 | 0 | 0 | 175.48 | 2/21/26 | | | | | | | 6,904 | 0 | 0 | 191.44 | 2/21/26 | | | | | | | 4,515 | 2,258 | 0 | 177.19 | 2/12/31 | | | | | | | 4,144 | 8,294 | 0 | 225.00 | 2/11/32 | | | | | | | 0 | 12,761 | 0 | 206.16 | 2/10/33 | | | | | | | | | | | | 1,730(7) | 427,812 | | | | | | | | | | 1,359(7) | 336,067 | | | | | | | | | | 3,159(7) | 781,189 | | | | | | | | | | | | 3,943(8) | 975,064 | | | | | | | | | | 3,640(9) | 900,136 | | | | | | | | | | 1,796(10) | 444,133 | | | | | | | | | | 6,868(11) | 1,698,388 | | | | | | | | | | 4,590(12) | 1,135,061 |
Outstanding Equity Awards at 2023 Fiscal Year-End
| Equifax Inc. | 2024 Proxy Statement | 82 |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (1) Options granted in 2021 to Messrs. Gamble, Ploder and Koehler vest one-third annually over three years following the grant date. Options granted in 2021 to Mr. Begor vest on December 31, 2025. Options granted in 2022 for Messrs. Gamble, Ploder and Koehler vest one-third annually over three years following the grant date. Options granted in 2022 to Mr. Begor vest on December 31, 2025. Options granted in 2023 for Messrs. Gamble, Ploder, Horvath and Koehler vest one-third annually over three years following the grant date. Options granted in 2023 to Mr. Begor vest on February 10, 2026. | | (2) Based on the closing price of Equifax common stock ($247.29) on December 29, 2023. | | (3) RSUs vest on February 12, 2024 (11,651), February 11, 2025 (9,114), December 31, 2025 (24,205) and February 10, 2026 (9,869). | | (4) RSUs vest on February 12, 2024 (2,523), February 11, 2025 (3,666) and February 10, 2026 (4,886). | | (5) New hire LTI award of 9,789 RSUs vests one-third annually over three years: May 1, 2024 (3,261), May 1, 2025 (3,262) and May 1, 2026 (3,266). Annual LTI award of 4,160 RSUs cliff vests on May 1, 2026. | | (6) RSUs vest on February 12, 2024 (2,162), February 11, 2025 (3,384) and February 10, 2026 (4,275). | | (7) RSUs vest on February 12, 2024 (1,730), February 11, 2025 (3,159) and February 10, 2026 (4,030). | | (8) TSR performance shares granted during 2021 that were earned based on Equifax’s performance for the three-year performance period ended December 31, 2023; the TSR performance shares did not vest until performance was approved by the Compensation Committee in February 2024 and therefore were unvested as of December 31, 2023. | | (9) Target (100%) of TSR performance shares granted in February 2022 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, 2024. | | (10) Threshold (50%) of Adjusted EBITDA performance shares granted in February 2022 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, 2024. | | (11) Maximum (200%) of TSR performance shares granted in February 2023 that may be earned based on Equifax’s performance, as determined by the Compensation Committee, following the completion of the three-year performance period ending December 31, 2025. | | (12) Target (100%) of Adjusted EBITDA performance shares granted in February 2023 that may be earned based on Equifax’s performance, as determined by the Compensation Committee, following the completion of the three-year performance period ending December 31, 2025. | | (13) Maximum (200%) of TSR performance shares granted in July 2022 that may be earned based on Equifax’s performance, as determined by the Compensation Committee, following the completion of the 3.4-year performance period ending December 31, 2025. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| Equifax Inc. | 2024 Proxy Statement | 83 |
Option Exercises and Stock Vested in Fiscal Year 2023
Option Exercises and Stock Vested in Fiscal Year 2023
Option Exercises and Stock Vested in Fiscal Year 2023
| | Option Awards | | Stock Awards | | | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized On Exercise ($)(1) | Number of RSU Shares Acquired on Vesting (#) | Value of RSUs Realized on Vesting ($)(2) | Number of Performance Shares Acquired on Vesting (#) | Value of Performance Shares Realized on Vesting ($)(3) | | M. Begor | 0 | 0 | 13,004 | 2,650,345 | 30,816 | 6,280,609 | | J. Gamble | 0 | 0 | 2,408 | 490,774 | 5,706 | 1,162,940 | | T. Horvath | 0 | 0 | 0 | 0 | 0 | 0 | | R. Ploder | 12,233 | 882,407 | 1,766 | 359,928 | 4,184 | 852,741 | | B. Koehler | 0 | 0 | 1,605 | 327,115 | 3,805 | 775,497 |
Option Exercises and Stock Vested in Fiscal Year 2023
| (1) The value realized upon stock option exercises is calculated based on the difference between the market price of Equifax common stock at the time of exercise and the exercise price of the option. | | (2) The value realized for RSUs was determined by multiplying the number of units that vested during 2023 by the market price of Equifax common stock on February 21, 2023 ($203.81). | | (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 160.4%) by the market price of Equifax common stock on February 21, 2023 ($203.81). |
Retirement Plans
Retirement Plans The following table shows the present value at December 31, 2023 of accumulated benefits payable to each of our NEOs at the earliest unreduced retirement age (age 60 or current age for executives over the age of 60), including the number of years of service credited to each NEO, under the USRIP and the SERP. Age 60 is the earliest age at which a participant can begin receiving an unreduced early retirement benefit under the SERP. No pre-retirement mortality was assumed. Mr. Ploder is currently eligible for retirement under the USRIP, and Messrs. Gamble and Ploder are currently eligible for retirement under the SERP.
Pension Benefits at 2023 Fiscal Year-End
Pension Benefits at 2023 Fiscal Year-End
Pension Benefits at 2023 Fiscal Year-End
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit(1) ($) | Payments During Last Fiscal Year(s) ($) | | M. Begor(2) | USRIP | N/A | — | — | | | SERP | N/A | — | — | | J. Gamble(2) | USRIP | N/A | — | — | | | SERP | 10 | 5,858,900 | — | | T. Horvath(2) | USRIP | N/A | — | — | | | SERP | N/A | — | — | | R. Ploder | USRIP | 5 | 197,400 | — | | | SERP | 20 | 8,149,700 | — | | B. Koehler(2) | USRIP | N/A | — | — | | | SERP | N/A | — | — |
Pension Benefits at 2023 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. | | (2) Messrs. Begor, Horvath and Koehler do not participate in the USRIP or the SERP. Mr. Gamble does not participate in the USRIP. |
Pension Benefits at 2023 Fiscal Year-End
| Equifax Inc. | 2024 Proxy Statement | 84 |
Supplemental Retirement Plan
Supplemental Retirement Plan The SERP covers certain NEOs (Messrs. Gamble and Ploder) as designated by the Compensation Committee. Messrs. Begor, Horvath and Koehler do not participate in the SERP. The plan provides benefits that supplement the USRIP benefits. The SERP provides an annual benefit equal to 2.5% of “average annual 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” using a formula similar to that of the USRIP, without the IRS limits on compensation. In general, only actual years of service with the Company are credited for purposes of determining the SERP benefit. The SERP was closed to new participants after January 1, 2016. The benefit under the SERP is reduced by the benefit payable under the USRIP and is paid without regard to the limitations under Code Sections 401(a) and 415. However, the maximum aggregate benefit from both the SERP and the USRIP cannot exceed 50% of the executive’s average total earnings. The normal retirement age under the SERP is age 65. However, participants can retire early once they reach age 55 if they have five years of service under the plan. The benefit would be reduced to reflect the early commencement of the benefit. The benefit for senior executive officer service is unreduced at age 60, with reductions from age 60 for those who retire prior to age 60. The “restoration benefit” is reduced from normal retirement age to the participant’s early retirement age in the same manner as the USRIP. The normal form of benefit and optional forms of benefit are the same as those in the USRIP.
Supplemental Retirement Plan
| Equifax Inc. | 2024 Proxy Statement | 85 |
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 2023. All of the balances relate to executives’ own deferred amounts. Cash deferrals are invested in investment funds available to the general public. Stock deferrals are deferred as stock equivalent units with earnings and losses solely attributable to changes in our stock price. We do not make any additional contributions to such plans, except as explained below with respect to the Supplemental Contribution Program. Since 2021, our CEO has made proactive, irrevocable elections under our deferred compensation program to defer 100% of his long-term incentives granted in the form of RSUs and performance shares. As a result of his voluntary, irrevocable deferral elections, our CEO will continue to be invested in Equifax for more than ten years following his tenure at the company. See page 72 for more information.
Non-Qualified Deferred Compensation
| | Non-Qualified Deferred Compensation for 2023 Fiscal Year | | | | | | Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY(2) ($) | Aggregate Earnings in Last FY(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE(4) ($) | | M. Begor | 2,030,864 | 238,667 | 725,988 | 0 | 5,873,033 | | J. Gamble | 222,744 | 0 | 10,014 | 0 | 232,758 | | T. Horvath | 0 | 125,459 | 0 | 0 | 125,459 | | R. Ploder | 0 | 0 | 0 | 0 | 0 | | B. Koehler | 0 | 120,870 | 101,716 | 0 | 802,440 |
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 77. Amounts in this table do not include equity subject to a deferral election but not yet vested. See page 72 for more information regarding our CEO’s irrevocable elections to defer $67 million of equity (including equity granted to him as part of the 2022 performance-oriented award) over a ten-year period following his retirement from Equifax. | | (2) These amounts represent the Company’s contribution on behalf of the NEO under the Supplemental Contribution Program funded in February 2024 based on base salary and incentives earned in 2023. Participants in the SERP are not eligible to participate in the Supplemental Contribution Program. | | (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. | | (4) These amounts represent each NEO’s aggregate balance in the Equifax Inc. Employee Deferred Compensation Plan (2022) (including amounts earned under the 2023 AIP that were deferred in February 2024) and the Director and Executive Stock Deferral Plan and/ or the Supplemental Contribution Program (including the Supplemental Contribution Program contributions made in February 2024 relating to 2023 eligible compensation) as of December 31, 2023. |
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, 2023 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 2023, and vested account balances in our 401(k) Plan that are generally available to all of our active U.S. salaried employees. Actual amounts to be paid can only be determined at the time of such executive’s termination of service.
B. Koehler
B. Koehler
B. Koehler
| Payment or benefit | Voluntary termination by the NEO ($) | Termination by us for cause ($) | Termination by us without cause or by the NEO with good reason ($) | Termination by us without cause or by the NEO with good reason following a change in control ($) | Retirement ($) | Disability ($) | Death ($) | | Severance payments | 0 | 0(1) | 195,192(2) | 2,889,616(3) | 0 | 0 | 0 | | Pension/supplemental retirement plan(4) | 681,570 | 681,570 | 681,570 | 681,570 | 681,570 | 802,440 | 802,440 | | Executive compensation deferral program(6) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Life insurance benefits | 0 | 0 | 0 | 0 | 0 | 0 | 250,000(7) | | Disability benefits | 0 | 0 | 0 | 0 | 0 | 1,130,900(8) | 0 | | Healthcare benefits | 0 | 0 | 0 | 47,381(9) | 0 | 30,000(10) | 3,400(11) | | Perquisites and other personal benefits(12) | 0 | 0 | 10,000 | 10,000 | 0 | 10,000 | 10,000 | | Tax gross-up | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Market value of stock options vesting on termination | 0 | 0 | 0 | 868,019(13) | 0 | 868,019(13) | 868,019(13) | | Market value of restricted stock units and performance shares vesting on termination | 0 | 0 | 0 | 6,517,064(14) | 0 | 6,921,647(14) | 6,921,647(14) | | TOTAL | 681,570 | 681,570 | 886,762 | 11,013,649 | 681,570 | 9,763,006 | 8,855,506 |
B. Koehler
| Equifax Inc. | 2024 Proxy Statement | 90 |
B. Koehler
| (1) The broad-based Equifax Inc. Severance Plan as described on page 92 does not pay a benefit for termination for cause by the Company. | | (2) For Mr. Begor, reflects the amount payable under the terms of his employment agreement. For NEOs other than Mr. Begor, reflects the amount payable to such executives under the broad-based Equifax Inc. Severance Plan. | | (3) For Mr. Begor, reflects the amount payable under the terms of his employment agreement. For NEOs other than Mr. Begor, reflects the value of lump-sum severance payment to a Tier I participant in the CIC Plan. | | (4) For Messrs. Begor, Horvath and Koehler, reflects the account balance as of December 31, 2023 under the Supplemental Contribution Program as described under “Non-Qualified Deferred Compensation” on page 86, including a company contribution for 2023 made in February 2024 in the event of disability or death. For Messrs. Gamble and Ploder, reflects pension benefits as described under the “Pension Benefits at 2023 Fiscal Year-End” table on page 84, including commencement at the earliest age for unreduced retirement (age 60 or current age of executives over 60), and determined using interest and mortality rate assumptions consistent with those used in the Company’s financial statements under FASB ASC Topic 715. | | (5) Reflects the present value of the death benefit payable under the SERP to a surviving spouse at the executive’s earliest retirement age (age 55 or current age, if older). | | (6) Reflects amounts previously earned but deferred by the NEO, as described in the “Non-Qualified Deferred Compensation” table on page 86. | | (7) For Mr. Ploder, reflects the executive life insurance death benefit payable assuming the executive’s death occurred on December 31, 2023. For the other NEOs, who were hired after the date on which the executive life program was closed to new entrants, 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. 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. | | (8) Reflects the present value of the executive’s disability income benefits of $120,000 per annum as of December 31, 2023 determined by (a) assuming full disability at December 31, 2023 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 Pri-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 5.48% per annum. | | (9) Reflects 24 months of health, dental and vision coverage using our COBRA premium rate. | | (10) Reflects the actuarial present value of the employer cost of providing continuing medical coverage assuming disablement at December 31, 2023, 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. | | (11) Reflects the actuarial present value of the employer cost of providing surviving spouse 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. | | (12) Reflects the estimated cost to us of continuing financial planning and tax services for one year. | | (13) Pursuant to the applicable award agreement, executive would become immediately vested in all outstanding stock options. This value reflects the difference between the closing market price of the Company’s common stock ($247.29) on December 29, 2023, the last trading date of the year, as reported on the NYSE and the exercise price of all outstanding unvested options. | | (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 29, 2023 ($247.29): |
B. Koehler
| (a) the value of unvested RSUs; | | (b) (i) for a termination following a change in control, the value of the unvested performance shares, determined for each outstanding award as follows: (A) the value of TSR performance shares based on the Company’s cumulative TSR percentile rank at December 31, 2023 (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, 2023; and | | (b) (ii) for a termination as a result of death or disability, the value of the unvested performance shares at December 31, 2023, based on the target award payout level (100%). |
B. Koehler
| (15) Reflects the actuarial present value of the employer cost of providing continuing medical coverage assuming retirement at December 31, 2023 based on the assumptions for year-end disclosure under FASB ASC Topic 715. |
B. Koehler
| Equifax Inc. | 2024 Proxy Statement | 91 |
Payments Made Upon Termination
Payments Made Upon Termination Regardless of the manner in which an NEO’s employment terminates, the executive is entitled to receive amounts earned during the executive’s term of employment. The amounts include:
Payments Made Upon Termination
| • | annual incentive compensation earned during the fiscal year for termination due to retirement, job elimination, death or disability; | | • | vested shares awarded under the Omnibus Incentive Plan; | | • | amounts contributed under the 401(k) Plan for termination due to retirement, job elimination, death or disability; | | • | amounts contributed under executive compensation deferral programs for termination due to death or disability; and | | • | accrued but unused vacation pay and amounts accrued and vested under the USRIP and the SERP. |
Equifax Inc. Severance Plan
Equifax Inc. Severance Plan Under this plan, our full-time U.S. salaried employees are eligible for a severance benefit in the event: (i) their employment is terminated because of the elimination of their position, unless they were offered replacement employment as defined in the plan; (ii) their office is relocated to a place requiring a commute more than 35 miles longer than their prior commute; or (iii) they are terminated due to inability or failure to meet job expectations, provided the employee signs a general release of claims. The amount of the severance benefit is determined based on the employee’s length of service and base salary. In general, for job elimination or relocation, an eligible exempt employee is entitled to receive four weeks of severance for any portion of their first year of service plus two weeks for each year of completed service, up to 52 weeks. Termination for inability or failure to meet job expectations of eligible exempt employees entitles the employee to four weeks of severance for less than five years of service, eight weeks of severance for at least five but less than 10 years of service, and 12 weeks of severance for 10 or more years of service.
Equifax Inc. Severance Plan
| Equifax Inc. | 2024 Proxy Statement | 92 |
Payments Made Upon Retirement
Payments Made Upon Retirement In the event of the retirement of an NEO, in addition to the items identified above, outstanding and unvested equity awards will be treated as followed:
Payments Made Upon Retirement
| Equity Award Type | Treatment | | Premium-priced stock options granted under 2020 annual LTI program (6-year term; exercise price equal to 110% and 120% of closing stock price on grant date) | Award will continue to vest (except for stock options granted to Mr. Begor, which would immediately vest) and remain exercisable for the lesser of five years following the executive’s retirement or the remainder of the outstanding 6-year term | | Premium-priced stock options granted under 2021, 2022 and 2023 annual LTI program to our CEO (exercise price equal to 110% and 120% of closing stock price on grant date) | Award will continue to vest and remain exercisable for the remainder of the outstanding 7- or 8-year term, as applicable | | Market-priced stock options | Award will continue to vest and remain exercisable for the lesser of five years following the executive’s retirement or the remainder of the outstanding 10-year term | | Market-priced stock options granted to NEOs other than our CEO under 2022 annual LTI program | A portion of the award will continue to vest and remain exercisable for the lesser of five years following the executive’s retirement or the remainder of the outstanding 10-year term, and a portion of the award will be forfeited | | TSR performance shares | Award will remain eligible to vest, subject to completion of the performance milestones | | TSR performance shares granted to NEOs other than our CEO under 2022 annual LTI program | A portion of the award will remain eligible to vest, subject to completion of the performance milestones, and a portion of the award will be forfeited | | Adjusted EBITDA performance shares granted to our CEO | Award will remain eligible to vest, subject to completion of the performance milestones | | Adjusted EBITDA performance shares granted to NEOs other than our CEO under 2022 annual LTI program | A portion of the award will remain eligible to vest, subject to completion of the performance milestones, and a portion of the award will be forfeited | | Time-based RSUs | Award will continue to vest (except for RSUs granted to Mr. Begor, which would immediately vest) | | Time-based RSUs granted to NEOs other than our CEO under 2022 annual LTI program | A portion of the award will continue to vest, and a portion of the award will be forfeited | | TSR performance shares, premium-priced stock options and time-based RSUs granted to our CEO in July 2022 | Award will be forfeited |
Payments Made Upon Retirement
In addition, in the event of retirement, our NEOs will receive reimbursement by the Company for:
Payments Made Upon Retirement
| • | an executive physical in the year of retirement; and | | • | up to $10,000 of financial planning and tax services incurred in the year of retirement and the subsequent year ($50,000 for the CEO). |
Payments Made Upon Retirement
Mr. Ploder is also eligible to receive annual health reimbursement of up to approximately $10,000.
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 2023: (i) the annual total compensation of our median employee (excluding our CEO) was $69,056 (comprised of base salary, paid time off, overtime, 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 $13,049,808 as reported on the Summary Compensation Table on page 77. Based on this information, the ratio of the annual total compensation of our CEO to the median employee is 189 to 1. | | | • | The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described below. | | | | – | We chose November 30th as the determination date to identify our median employee. | | | – | Our employee population on November 30, 2023 consisted of 14,999 individuals. Our median employee is a full time, non-exempt employee located in the U.S. No employee groups were excluded from the employee population. | | | – | To identify our median employee, we used annual base salary as of November 30, 2023, which was annualized for all permanent employees who did not work the entire fiscal year, plus short-term incentives at target in the twelve month period ended November 30, 2023. |
CEO Pay Ratio
| Equifax Inc. | 2024 Proxy Statement | 95 |
Pay Versus Performance
Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Pay Versus Performance
| | Summary | | Average Summary Compensation | Average Compensation | Value of Initial Fixed $100 Investment based on:(4) | | | | | Year | Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1)(2)(3) ($) | Table Total for Non-PEO NEOs(1) ($) | Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | TSR ($) | Peer Group TSR ($) | Net Income(5) ($ Millions) | Adjusted EBITDA(6) ($ Millions) | | 2023 | 13,049,808 | 32,135,116 | 6,197,654 | 8,375,169 | 182.23 | 104.72 | 552 | 1,694 | | 2022 | 37,245,853 | (19,023,223) | 3,705,930 | (4,976,312) | 142.15 | 94.38 | 700 | 1,722 | | 2021 | 16,065,575 | 84,901,421 | 3,997,020 | 13,836,953 | 212.44 | 116.82 | 749 | 1,670 | | 2020 | 13,701,224 | 50,134,364 | 3,470,581 | 8,371,189 | 139.00 | 86.25 | 526 | 1,495 |
Pay Versus Performance
| (1) The PEO for each year was Mark W. Begor. The individuals comprising the Non-PEO NEOs for each year are listed below. |
Pay Versus Performance
| 2020-2021 | 2022 | 2023 | | John W. Gamble, Jr. | John W. Gamble, Jr. | John W. Gamble, Jr. | | Rodolfo O. Ploder | Rodolfo O. Ploder | Rodolfo O. Ploder | | Sid Singh | Sid Singh | Bryson R. Koehler | | Bryson R. Koehler | Bryson R. Koehler | Todd Horvath | | | John J. Kelley III | |
Pay Versus Performance
| (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table total with certain adjustments as described in footnote 3 below. | | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year. |
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO ($) | Exclusion of Change in Pension Value for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($) | Inclusion of Pension Service Cost for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2023 | 13,049,808 | — | (10,100,052) | — | 29,185,360 | 32,135,116 |
Pay Versus Performance
| Year | Average Summary Compensation Table Total for Non- PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non- PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 6,197,654 | (265,575) | (4,550,042) | 223,150 | 6,769,982 | 8,375,169 |
Pay Versus Performance
| Equifax Inc. | 2024 Proxy Statement | 96 |
Pay Versus Performance
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
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2023 | 12,983,733 | 15,637,230 | — | 564,397 | — | — | 29,185,360 |
Pay Versus Performance
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non- PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 5,959,470 | 736,953 | — | 73,559 | — | — | 6,769,982 |
Pay Versus Performance
| (4) The Peer Group TSR set forth in this table utilizes the S&P 500 Banks Index (Industry Group), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P 500 Banks Index (Industry Group), respectively. Historical stock performance is not necessarily indicative of future stock performance. |
Pay Versus Performance
| (5) This column presents the Company’s consolidated net income as reported in our Form 10-K for each covered year. | | (6) We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. This performance measure may not have been the most important financial performance measure for years 2022, 2021, and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. Adjusted EBITDA is defined in Annex A to this Proxy Statement. |
Pay Versus Performance
| Equifax Inc. | 2024 Proxy Statement | 97 |
Relationship Between Compensation Actually Paid and Company Total Shareholder Return (“TSR”)
Relationship Between Compensation Actually Paid and Company 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, and the Company’s cumulative TSR over the four most recently completed fiscal years, and the Peer Group TSR over the same period.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR
PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR &
Relationship Between Compensation Actually Paid and Net Income
Relationship Between 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 other NEOs, and our Consolidated Net Income during the four most recently completed fiscal years.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| Equifax Inc. | 2024 Proxy Statement | 98 |
Relationship Between Compensation Actually Paid and Adjusted EBITDA
Relationship Between 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 four most recently completed fiscal years.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA
Director Compensation
Director Compensation The table below sets forth the compensation received by our non-management directors during 2023:
DIRECTOR COMPENSATION TABLE
DIRECTOR COMPENSATION TABLE
DIRECTOR COMPENSATION TABLE
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation(2) ($) | Total ($) | | Mark L. Feidler | 272,500 | 200,001 | 5,359 | 477,860 | | Karen L. Fichuk(3) | 91,890 | 400,183 | 5,000 | 497,073 | | G. Thomas Hough | 128,242 | 200,001 | 359 | 328,602 | | Robert D. Marcus | 125,000 | 200,001 | 10,359 | 335,360 | | Scott A. McGregor | 120,000 | 200,001 | 359 | 320,360 | | John A. McKinley | 135,000 | 200,001 | 5,359 | 340,360 | | Robert W. Selander(4) | 40,350 | 0 | 10,000 | 50,350 | | Melissa D. Smith | 112,500 | 200,001 | 0 | 312,501 | | Audrey Boone Tillman | 109,890 | 200,001 | 359 | 310,250 | | Heather H. Wilson(5) | 120,000 | 200,001 | 0 | 320,001 |
DIRECTOR COMPENSATION TABLE
| (1) Represents the grant date fair value for RSU awards made on May 4, 2023 (1,014 RSUs for each director then serving), computed in accordance with FASB ASC Topic 718. For Ms. Fichuk, the amount also reflects the grant date fair value for the initial new director RSU award she received on February 10, 2023 (971 RSUs), computed in accordance with FASB ASC Topic 718. | | (2) Reflects the market price of annual membership to certain of our credit monitoring products and Company-matching charitable contributions under the Equifax Matching Gift Program. Under this program, the Company will match contributions to eligible non-profit organizations, up to a maximum of $10,000 per director per calendar year. In 2023, the Company made or committed to make matching contributions on behalf of our outside directors as follows: Mr. Feidler ($5,000); Ms. Fichuk ($5,000); Mr. Marcus ($10,000); Mr. McKinley ($5,000); and Mr. Selander ($10,000). | | (3) Karen Fichuk was elected to the Board on February 2, 2023. | | (4) Robert Selander retired from the Board on May 4, 2023. | | (5) Heather Wilson resigned from the Board on October 17, 2023. |
How do I recommend a director nominee or submit a proposal or director nominee for the 2025 Annual Meeting of Shareholders?
How do I recommend a director nominee or submit a proposal or director nominee for the 2025 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 22, 2024 and no earlier than October 23, 2024, c/o Equifax Inc., Attn: Office of Corporate Secretary, P.O. Box 4081, Atlanta, Georgia 30302: (1) a nomination notice in accordance with the procedures set forth in Section 1.12 of our Bylaws; (2) a request that the Governance Committee consider the shareholder’s candidate for inclusion in the Board’s slate of nominees for the applicable meeting; and (3) along with the shareholder’s candidate, an undertaking to provide all other information the Committee or the Board may request in connection with their evaluation of the candidate. A copy of our Bylaws is available on our website at www.equifax.com/about-equifax/corporate-governance or by writing to the Corporate Secretary.
How do I recommend a director nominee or submit a proposal or director nominee for the 2025 Annual Meeting of Shareholders?
| Equifax Inc. | 2024 Proxy Statement | 113 |
How do I recommend a director nominee or submit a proposal or director nominee for the 2025 Annual Meeting of Shareholders?
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 2025 Annual Meeting, including proposals submitted for inclusion in the Company’s proxy materials for the 2025 Annual Meeting. Notice of such proposals or director nominations must be delivered to us no later than November 22, 2024 (and, in the case of a director nomination pursuant to proxy access, no earlier than October 23, 2024). The proposal or director nomination must satisfy the information and other requirements specified in our Bylaws and, if to be included in our proxy materials for the 2025 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 2025 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 2025 Annual Meeting to present the proposal. In addition to satisfying the foregoing advance notice requirements under our Bylaws, to comply with the universal proxy rules under the Securities Exchange Act of 1934, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 no later than March 3, 2025.