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Item 9A. Controls and Procedures

2024-02-22 compared with 2023-02-23 · 40 added, 26 removed, 274 unchanged (19% of the section changed)

19 unchanged sentences

OTHER INFORMATION

Rule 10b5-1 Trading Plans of Directors and Executive Officers

The following table describes any contracts, instructions or written plans for the sale or purchase of Equifax securities and intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act that were adopted by our directors and executive officers during the quarter ended December 31, 2023:

Name and Title Date of Adoption of Rule 10b5-1 Trading Plan Scheduled Expiration Date of Rule 10b5-1 Trading Plan(1) Aggregate Number of Securities to Be Purchased or Sold

Mark Begor , Chief Executive Officer

11/06/23 11/18/24 Sale of up to 233,204 shares of common stock in multiple transactions

(1) A trading plan may also expire on such earlier date that all transactions under the trading plan are completed.

During the quarter ended December 31, 2023, none of our directors or executive officers terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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Begor served on the Fair Isaac Corporation (FICO) board of directors from 2016 to 2018.

He currently serves on the board of directors of NCR Corporation.

He currently serves on the board of directors of NCR Atleos Corp.

Sunil Bindal (49) has been our Executive Vice President, Chief Corporate Development Officer since October 2020.

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Prior thereto, she held a variety of leadership roles with Exide Technologies and Newell Rubbermaid, Inc., since 2004.

Jamil Farshchi (45) has been our Executive Vice President, Chief Information Security Officer since February 2018.

Jamil Farshchi (46) has been our Executive Vice President, Chief Information Security Officer since February 2018 and our acting Chief Technology Officer since February 2024.

Prior to joining Equifax, Mr.

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Farshchi has also held senior roles at Los Alamos National Laboratory, Sitel Corporation, Nextwave Broadband and NASA.

He currently serves on the board of directors of UKG Inc.

(61) has been our Executive Vice President, Chief Financial Officer and Chief Operations Officer since February 2021.

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Gamble was Executive Vice President and Chief Financial Officer of Lexmark International, Inc., a global provider of document solutions, enterprise content management software and services, printers and multifunction printers, from September 2005 until May 2014.

Todd Horvath (50) has been our Executive Vice President, President, U.S.

Information Solutions since March 2023.

Prior to joining Equifax, Mr.

Horvath served in roles of increasing responsibility at Fiserv from 2017-2023, most recently serving as Co-Head of the Fiserv Banking Organization.

Prior to that, Mr.

Horvath served in various international leadership roles at Automatic Data Processing from 2001-2017.

Prior thereto, he was General Director, Venezuela Operations at Sharp Image Gaming in 2001.

Houston (53) has been our Executive Vice President, Chief Strategy and Marketing Officer since March 2021.

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Kelley was a senior partner in the Corporate Practice Group of the law firm of King & Spalding LLP.

Bryson Koehler (47) h as been our Executive Vice President, Chief Technology, Product and D&A Officer since December 2021.

Prior thereto, he was our Chief Technology Officer since June 2018.

Prior to joining Equifax, Mr.

Koehler served as Chief Technology Officer of IBM Watson and Cloud Platform since November 2016.

Prior to that, Mr.

Koehler was Chief Technology and Information Officer of The Weather Channel Companies, before it was acquired in 2015 by IBM.

Before that, he served as Senior Vice President of Global Revenue & Guest Technology at the Intercontinental Hotels Group.

Cecilia Mao (49) has been our Chief Product Officer since May 2020 and was appointed as Executive Vice President, Chief Product Officer in February 2024.

Prior to joining Equifax, Ms.

Mao served as Vice President of Product at Oracle Data Cloud from December 2016 to May 2020, where she led teams in business strategy, product management and delivery for identity, data management platform and digital data products.

Prior thereto, she held various product management roles on decision and analytics for over a decade at FICO and Verisk Analytics, Inc.

Lisa Nelson (60) has been our Executive Vice President, President, International since June 2021.

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Prior thereto, he was Group Executive, Latin America from February 2004 to January 2007.

Harald Schneider (50) has been our Chief Data & Analytics Officer since May 2022 and was appointed as Executive Vice President, Chief Data & Analytics Officer in February 2024.

Prior to joining Equifax, Mr.

Schneider served as Global Head of Data Products at Visa Inc.

from August 2018 to May 2022.

Prior thereto, he served as Chief Analytics Officer at Tandem Bank in the U.K.

from September 2016 to April 2018.

Prior thereto, he held various international data and business leadership roles at Capital One Financial Corporation, Citigroup Inc.

and Pardus Capital Management.

EXECUTIVE COMPENSATION

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(under which Equifax’s 7.00% Senior Notes due 2037 were issued), to the 1998 Indenture (incorporated by reference to Exhibit 4.3 to Equifax’s Form 8-K filed June 29, 2007).

4.3 Credit Agreement, dated as of September 27, 2018, by and between Equifax Inc., Equifax Limited, Equifax Canada Co., Equifax Australia Holdings Pty Limited, and SunTrust Bank as administrative agent (incorporated by reference to Exhibit 10.1 to Equifax’s Form 8-K filed October 1, 2018).

4.3 Indenture, dated as of May 12, 2016, between Equifax Inc.

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Bank National Association, as Trustee, including the form of 2026 Note as Exhibit A (incorporated by reference to Exhibit 4.3 to Equifax’s Form 8-K filed May 12, 2016).

4.6 Fourth Supplemental Indenture, dated as of May 25, 2018, between Equifax Inc.

and the Trustee, including the form of 2023 Note as Exhibit A (incorporated by reference to Exhibit 4.2 to Equifax’s Form 8-K filed May 25, 2018).

4.5 Sixth Supplemental Indenture, dated as of November 19, 2019, between Equifax Inc.

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and the Trustee, including the form of Note as Exhibit A (incorporated by reference to Exhibit 4.1 to Equifax’s Form 8-K filed August 16, 2021).

4.9 T enth Supplemental Indenture, dated as of September 12, 2022, between Equifax Inc.

and the Trustee, including the form of Note as Exhibit A (incorporated by reference to Exhibit 4.1 to Equifax's Form 8-K filed September 12, 2022) .

4.10 E leventh Supplemental Indenture, dated as of May 16, 2023, between Equifax Inc.

and the Trustee, including the form of Note as Exhibit A (incorporated by reference to Exhibit 4.1 to Equifax's Form 8-K filed May 16, 2023) .

4.11 Credit Agreement, dated as of August 25, 2021, by and among Equifax Inc., Equifax Limited, Equifax Canada Co., Equifax International Treasury Services Unlimited Company and Equifax Australia Holdings Pty Limited, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to Equifax’s Form 8-K filed August 31, 2021).

4.12 F irst Amendment to Credit Agreement, dated as of March 21, 2023, by and among Equifax Inc., Equifax Limited, Equi fax Canada Co.

, Equifax International Treasury Services Unlimited Company and Equifax Australia Holdings Pty Limited, JPMorgan Chase B ank, N.A., as administrative agent, and the lenders party thereto (incorporated by re ference to Exh ibit 10.1 to Equifax's Form 1 0-Q filed April 20, 2023) .

4.13 Term Loan Credit Agreement, dated as of August 25, 2021, by and between Equifax Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2 to Equifax’s Form 8-K filed August 31, 2021).

4.14 F irst Amendment to Term Loan Credit Agreement, dated as of March 21, 2023, by and between Equifax Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2 to Equifax's Form 10-Q filed April 20, 2023) .

4.15 Description of the Company’s Securities Registered under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.14 to Equifax's Form 10-K filed February 20, 2020).

4.14 Tenth Supplemental Indenture, dated as of September 12, 2022, between Equifax Inc.

and the Trustee, including the form of Note as Exhibit A (incorporated by reference to Exhibit 4.1 to Equifax's Form 8-K filed September 12, 2022).

Except as set forth in the preceding Exhibits 4.1 through 4.15, instruments defining the rights of holders of long-term debt securities of Equifax have been omitted where the total amount of securities authorized does not exceed 10% of the total assets of Equifax and its subsidiaries on a consolidated basis.

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2008 Omnibus Incentive Plan, effective November 4, 2020 (incorporated by reference to Exhibit 10.9 to Equifax’s Form 10-K filed February 25, 2021).

E quifax Inc.

2023 Omnibus Incentive Plan (incorporated by reference to Annex C to Equifax's definitive proxy statement on Schedule 14A filed March 23, 2023) .

Form of Non-Qualified Stock Option Agreement (Senior Leadership Team) under the Equifax Inc.

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Form of Non-Employee Director Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.11 to Equifax’s Form 10-K filed February 25, 2021).

10.12 Equifax Inc.

Director Deferred Compensation Plan, as amended through November 5, 2020.

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and Principal Trust Company, Trustee, relating to supplemental deferred compensation and phantom stock benefits (incorporated by reference to Exhibit 10.13 to Equifax’s Form 10-K filed February 25, 2021).

10.14 Equifax Inc.

Director and Executive Stock Deferral Plan, as amended and restated effective January 1, 2019 (incorporated by reference to Exhibit 10.14 to Equifax’s Form 10-K filed February 25, 2021).

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4 to Equifax 2005 Executive Deferred Compensation Plan, effective as of May 5, 2021 (incorporated by reference to Exhibit 10.1 to Equifax’s Form 10-Q filed July 22, 2021).

10.22 Equifax Inc.

Employee Deferred Compensation Plan (incorporated by reference to Exhibit 4.1 to Equifax’s Form S-8 filed November 24, 2021).

10.23 Equifax Inc.

Board of Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.23 to Equifax's Form 10-K filed February 24, 2022).

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Begor (incorporated by reference to Exhibit 10.1 to Equifax’s Form 8-K filed February 9, 2021).

10.27 Form of Restricted Stock Unit Award Agreement (Senior Leadership Team) under the Equifax Inc.

Amended and Restated 2008 Omnibus Incentive Plan (for awards granted in March 2018 to January 2021) (incorporated by reference to Exhibit 10.2 to Equifax’s Form 10-Q filed April 26, 2018).

10.28 Form of Non-Qualified Stock Option Award Agreement (Senior Leadership Team) under the Equifax Inc.

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Amended and Restated 2008 Omnibus Incentive Plan (for awards granted in February 2021) (incorporated by reference to Exhibit 10.6 to Equifax’s Form 10-Q filed April 22, 2021).

10.35 Form of Performance Share Award Agreement (TSR) (Senior Leadership Team) under the Equifax Inc.

Amended and Restated 2008 Omnibus Incentive Plan (for awards granted in March 2018 to January 2021 ) (incorporated by reference to Exhibit 10.4 to Equifax’s Form 10-Q filed April 26, 2018).

10.36 Equifax Inc.

Change in Control Severance Plan (incorporated by reference to Exhibit 10.1 to Equifax’s Form 8-K filed February 27, 2019).

10.37 Equifax Inc.

2020 Employee Stock Purchase Plan (incorporated by reference to Annex B to Equifax's definitive proxy statement filed on March 27, 2020).

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32.2* Section 1350 Certification of Chief Financial Officer.

E quifax I nc.

Dodd-Frank Compensation Reco v ery Policy.

101.INS Inline XBRL Instance Document.

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/s/ Robert D.

/s/ Robert W.

/s/ Melissa D.

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Audrey Boone Tillman

/s/ Heather H.

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures