EQUIFAX INC
For the period ended May 7, 2026. Filed Mar 27, 2026.
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May 7, 2026 · Filed Mar 27, 2026
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Contents
Compensation Program Highlights
2025 Compensation Decisions
For the 2025 fiscal year, the Committee thoughtfully evaluated the compensation program structure in light of the ongoing evolution of our business strategy and shareholder feedback, when making decisions regarding the program. After evaluation, the Compensation Committee took certain actions with respect to our short- and long-term incentive programs for 2025, as summarized below and described in further detail under “Analysis of 2025 Compensation Decisions” beginning on page 69:
| We provide competitivepay opportunities thatreflect best practicesand strong governancestandards (see pages 66–69) | • Attracting, retaining and motivating the right talent is a high priority for us as we focus on executing the business initiatives that underpin our strategy • In support of this priority, the Compensation Committee annually reviews our executive compensation program to ensure that it provides competitive pay opportunities, establishes appropriate performance targets based on our strategic and operating plans, and reflects evolving market trends and shareholder feedback consistent with best practices • The Committee retains an independent compensation consultant to assist in aligning our program with our shareholders’ interests and current market practices, and to guard against inappropriate or excessive risk that could have a material adverse effect on the Company |
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| Our compensationprogram is designed todeliver payouts thatalign with performance (see pages 63, 77–82 and 86) | • Our compensation program emphasizes long-term equity awards and annual performance-based cash incentives so that a majority of each executive’s total compensation opportunity is linked directly to the Company’s stock price or otherwise tied to performance – For 2025, 93% of target total direct compensation for our CEO and an average of 85% for the other NEOs was delivered in the form of variable, at-risk pay • Our annual and long-term compensation plans, including our 2025 compensation program, are designed to align CEO pay with our financial performance: – AIP Payouts Align with Performance: • In 2022-2024, although we achieved record revenues, our financial performance fell short of our enterprise targets due to unprecedented declines in the U.S. mortgage market and a challenging U.S. macroeconomic environment; as a result, the AIP payout to our CEO, whose award is tied 100% to enterprise financial results, was below target in each of 2022, 2023 and 2024 • In 2025, despite continued weakness in the U.S. mortgage and hiring markets, we generated record revenue of $6.075 billion, up 7% over 2024, and within our long-term 7-10% organic revenue growth target. In addition, our adjusted EPS of $7.65 was up 5% compared to 2024. As a result of this strong performance, the payout to our CEO was 152.1% of target and payouts to our other NEOs were 154.5% of target, on average – LTI Payouts Align with Performance: • The 2022-2024 cycle TSR and Adjusted EBITDA performance shares (which vested in February 2025) both paid out below target, reflecting the prolonged challenges to our business presented by U.S. macroeconomic factors • Conversely, the 2023-2025 cycle TSR and Adjusted EBITDA performance shares (which vested in February 2026) both paid out above target, reflecting our stronger performance despite the prolonged challenges to our business presented by U.S. macroeconomic factors (see page 86) |
| Our compensationprogram reflectsthoughtful deliberation,including considerationof market conditionsand shareholderfeedback (see pages 69–73 and 87–88) | • In designing our 2025 compensation program, the Compensation Committee conducted a comprehensive review of our program and practices, benchmarked against peers, and considered the ongoing transformation of our business, the competitive market for executive talent and feedback gathered from our shareholders • During its deliberations, the Committee noted broad shareholder support for the structure and design of our core 2024 compensation program, including the use of performance-based annual equity award structures to drive alignment of the interests of our executives and shareholders, as well as strong support for Mr. Begor continuing as our CEO • Following consideration of shareholder feedback, the continuing transformation of our business and the competitive environment for executive talent, the Committee approved a new 2025 compensation arrangement for our CEO that pairs enhanced retentive elements (including a new definition of retirement and the elimination of cash severance upon a termination without cause) with an increase to his target long-term incentive opportunity (see pages 69–73) • For 2026, the Committee made changes to further align our compensation program with shareholder interests, including shifting all 2026 LTI awards to a 5-year time horizon (3-year vesting period and 2-year post-vesting holding period) and maintaining our CEO’s compensation level flat for 2026 (see pages 87–88) |
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| 26 | 2026 Proxy Statement |
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