EQUIFAX INC (EFX)
Sector: Industrials
2026 Annual Meeting Analysis
EQUIFAX INC · Meeting: May 7, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Ten Director Nominees
Begor joined in April 2018 (tenure ~8 years); EFX's 3-year return is -6.2% versus the peer group median of -0.6%, a gap of only -5.6pp — well below the 20pp trigger threshold for negative absolute TSR, so no TSR flag applies; no overboarding, attendance, or independence concerns noted.
Feidler has served since 2007 (19 years); EFX's 3-year peer-group gap is only -5.6pp, far below the 20pp trigger, so no TSR concern fires; he is independent, holds no more than 3 outside public boards, and all attendance requirements are met.
Fichuk joined in 2023 (approximately 3 years of tenure); the 3-year peer-group underperformance gap of -5.6pp does not meet the 20pp trigger threshold, so no TSR flag applies; she is independent with relevant data, analytics, and HR-services expertise.
Hough has served since 2016 (9 years); the 3-year peer-group gap of -5.6pp is well under the 20pp trigger; he is an independent audit committee financial expert (former EY Americas Vice Chair) with no overboarding or attendance concerns.
Larson joined in 2024 (approximately 2 years); she falls within the 24-month new-director exemption window and is therefore exempt from the TSR trigger; she is independent with strong CFO and finance expertise appropriate for her Audit Committee role.
Marcus has served since 2013 (12 years); the 3-year peer-group gap of -5.6pp does not reach the 20pp trigger; he is independent with deep M&A, finance, and operating experience and no overboarding or attendance concerns.
McGregor has served since 2017 (8 years); the 3-year peer-group gap of -5.6pp is well below the 20pp trigger; he is independent with deep technology and cybersecurity expertise and currently serves on one outside board (Applied Materials), within limits.
McKinley has served since 2008 (17 years); the 3-year peer-group gap of -5.6pp does not trigger the 20pp threshold; he is independent with technology, cybersecurity, and finance expertise relevant to his Audit and Technology Committee roles.
Smith joined in 2020 (5 years); the 3-year peer-group gap of -5.6pp is well under the 20pp trigger; however, she is a sitting CEO (of WEX Inc.) and also serves on the Equifax board — the policy flags a sitting CEO at 2 or more outside public boards, but the proxy discloses she holds only one outside public board seat (Equifax), so no overboarding flag applies.
Tillman has served since 2021 (5 years); the 3-year peer-group gap of -5.6pp does not meet the 20pp trigger threshold; she is independent with strong legal, regulatory, and governance expertise and no attendance or overboarding concerns.
All ten director nominees receive a FOR vote. Using the company-disclosed compensation peer group as the primary benchmark, EFX's 3-year total return of -6.2% trails the peer median of -0.6% by only 5.6 percentage points — well below the 20pp trigger threshold applicable to companies with negative absolute 3-year TSR. No director triggers the TSR, overboarding, attendance, independence, or qualifications flags under the voting policy. The slate is 90% independent, includes a separate CEO/Chairman structure, and the board maintains a skills matrix with relevant expertise across technology, cybersecurity, finance, data analytics, and legal/regulatory matters.
Say on Pay
✓ FORCEO
Mark W. Begor
Total Comp
$23,420,134
Prior Support
92%%
The CEO's reported total compensation of $23.4 million is elevated for an Industrials-sector CEO, but must be viewed in the context of Equifax's $22 billion market cap and the fact that 93% of the CEO's target pay is variable and at-risk — well above the 50-60% policy minimum for performance-based pay. The pay-for-performance alignment check does not fire: while EFX's 3-year stock return underperforms the sector ETF benchmark (XLI) significantly, it trails the disclosed compensation peer group median by only 5.6 percentage points, which is within an acceptable range, and the proxy demonstrates that prior-cycle long-term incentive payouts were reduced below target in years of weaker financial performance (2022-2024 cycles paid out below target). With 92% prior-year shareholder support, a well-structured incentive program using multi-year TSR and adjusted EBITDA metrics, and meaningful clawback provisions consistent with post-Dodd-Frank requirements, the program does not trigger a No vote under the policy.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$6,116,950
Non-Audit Fees
$1,034,030
Ernst & Young's non-audit fees (tax fees of $1,026,830 plus other fees of $7,200, totaling $1,034,030) represent approximately 16.9% of audit fees ($6,116,950), which is well below the 50% threshold that would raise independence concerns. The proxy does not explicitly state EY's total tenure, so the tenure trigger cannot be confirmed and does not fire per policy. EY is a Big 4 firm fully adequate for a company of Equifax's size and complexity.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Shareholder Proposal to Lower Ownership Threshold to Call a Special Meeting of Shareholders to 10%
This proposal asks Equifax to lower the ownership threshold required to call a special meeting from 100% (the current level) down to 10%, which would meaningfully improve shareholders' ability to act between annual meetings on urgent matters. The board has proposed a competing advisory resolution (Proposal 4) to lower the threshold to 25%, which represents a genuine step forward, but a 25% threshold still requires a very large block of shareholders to act and is more restrictive than the 10% level that many major companies already provide. The right to call a special meeting at a reasonable threshold is a mainstream governance right, and supporting the more shareholder-friendly 10% threshold is consistent with protecting long-term shareholder interests, particularly given that the current 100% threshold effectively eliminates shareholders' ability to call a meeting at all.
Overall Assessment
The 2026 Equifax annual ballot presents a largely clean slate: all ten director nominees receive FOR votes because the company's 3-year stock return trails its disclosed compensation peer group by only 5.6 percentage points — well below the policy's 20-point trigger — and no director has overboarding, attendance, or independence concerns. The Say on Pay vote also receives a FOR given strong (93%) variable-pay structure, 92% prior-year shareholder support, and acceptable pay-for-performance alignment against the peer group, while auditor Ernst & Young passes the non-audit fee ratio test at approximately 17%. The most notable governance item is the tension between the board's management proposal to lower the special meeting threshold to 25% (Proposal 4) and the stockholder proposal seeking a more shareholder-friendly 10% threshold (Proposal 5), with the policy supporting both as improvements over the current 100% barrier.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing