Equifax Inc. Charter of the Compensation, Human Resources and Management Succession Committee of the Board of Directors
[Amended as of May 2, 2013]
The primary function of the Compensation, Human Resources and Management Succession Committee (the "Committee") is to assist the Board (the "Board") of Directors (of Equifax Inc. (the "Company") in fulfilling its oversight responsibility with respect to (A) determining and evaluating the compensation of the Chief Executive Officer (the "CEO"); (B) approving and monitoring the executive compensation plans, policies and programs of the Company; (C) reviewing and discussing with the Company's management the Compensation Disclosure and Analysis "CD&A" to be included in the Company's annual proxy statement and determine whether to recommend to the Board that the CD&A be included in the proxy statement; and (D) advising management on succession planning and other significant human resources matters.
The Committee shall consist of three or more directors as determined and elected by the Board. Each member of the Committee must satisfy such criteria of independence as the Board may establish and such additional regulatory or listing requirements as the Board may determine to be applicable or appropriate. Accordingly, all members shall meet the independence requirements of the New York Stock Exchange (the "NYSE") for members of a listed company compensation committee of the board of directors and Rule 10C-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). It is intended that at least two of the members will meet the definitions of "non-employee director" under Exchange Act Rule 16b-3 and "outside director" under Section 162(m) of the Internal Revenue Code, as amended (the "Code").
The following are skills useful for members of this Committee: broad management experience, general familiarity with executive compensation programs, knowledge of and/or experience with corporate performance measurement and incentive approaches and ability to assert opinions independent from those of management.
1. The Committee shall meet at least quarterly or more frequently as circumstances dictate as determined by the Chair of the Committee, or a majority of the committee members.
2. The Board may appoint a Chair of the Committee. The Chair will preside, when present, at all meetings of the Committee. A majority of the members shall constitute a quorum for the transaction of business. A majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee. The Committee may meet by telephone or videoconference and may take action by written consent.
3. The Committee will report its activities and findings to the Board on a regular basis.
IV. Responsibilities and Duties
The specific duties and responsibilities of the Committee include:
A. Executive Compensation Matters
1. Review and approve corporate goals and objectives relevant to compensation of the CEO. The Committee shall evaluate the CEO's performance in light of these goals and objectives and shall determine and set the CEO's compensation level based on such evaluation.
2. Oversee the evaluation of and make determinations regarding compensation for all other executive officers and any other corporate officers who are subject to the provisions of Section 16 of the Exchange Act (or any successor rule(s) to the same effect) (the "Section 16 Officers").
3. In determining or recommending the long-term incentive component of CEO and Section 16 Officer compensation, the Committee will generally consider the Company's performance and relative shareholder return, the value of similar incentive awards to the CEO and other Section 16 Officers at comparable companies, and the awards given to the Company's CEO and Section 16 Officers in past years.
4. Authorize and approve any employment, severance, change-in-control or similar termination agreement, award or payment proposed to be made with or to any current or former Section 16 Officer.
5. Approve equity compensation awards for the CEO and other Section 16 Officers.
6. Determine the Company's policy with respect to the application of Code Section 162(m), and the deductibility of executive compensation for federal income tax purposes.The Committee will approve goals and awards under the compensation plans of the Company as required by Section 162(m).
7. Prepare a report annually on executive compensation for inclusion in the Company's proxy statement, in accordance with all applicable rules and regulations.
8. The Committee may delegate responsibility for the day-to-day management of the Company's executive compensation programs.
9. Conduct an annual risk assessment of the Company's compensation programs.
B. Plan Matters
1. Create, authorize, approve, amend and/or terminate any new or existing executive officer and employee compensation and benefit plans.
2. Determine and set the Company's discretionary matching contributions to the Company's 401(k) Plan (the "Plan") and take any other actions required of it under the Plan.
3. Appoint the members of the Company's Group Plans Administrative Committee (the "Administrative Committee") whose members shall be responsible for oversight and administrative duties regarding the plans as determined by the Committee.
4. Annually receive a presentation regarding the effectiveness and funded status of the Company's compensation and qualified benefit plans from the Group Plans Administrative Committee.
C. Plan Funding
1. Create, authorize, approve, amend and/or terminate any funding mechanisms or trusts for new or existing compensation and benefit plans, and add or delete investment alternatives to plans that provide such alternatives, provided however that the issuance of shares of Company stock for such purposes will require approval of the Board.
2. Designate or replace those persons identified in certain funding mechanisms as having the authority to amend (or approve amendments to) those mechanisms, subject to the terms of the relevant plan or other documents.
3. Monitor the effectiveness and funded status of the Company's U.S. Retirement and 401(k) Plans.
4. The Committee may delegate the powers and functions described under these subheadings "Plan Matters" and "Plan Funding" to the Administrative Committee or to the respective Plan Administrators, or other appropriate committees or individuals, if such delegation is consistent with the Company's overall compensation policies; provided, however, that the Committee may not (i) delegate the power to: create, authorize, approve, amend and/or terminate any new or existing incentive compensation or equity-based plan in which Section 16 Officers or directors participate; or (ii) terminate, or substantially reduce or freeze benefits or future accruals under, any plan other than welfare benefit plans.
D. Human Resources and Management Succession Matters
1. Review CEO and other management development and succession plans at least annually with the CEO, and ensure that they are reviewed with the Board at least annually, including succession of the CEO in the event of an emergency.
2. Advise and consult with management on other significant human resources matters, as appropriate.
V. General Provisions
1. The Committee may establish such subcommittees of its members as it deems appropriate to assist it in its duties, provided that it retains ultimate responsibility for such matters as prescribed by the applicable regulatory or listing requirements.
2. The Committee shall have the sole authority to select, retain, obtain the advice of and terminate any compensation consultant, independent legal counsel or other adviser (each, a "Consultant") (including the sole authority to approve the Consultant's fees and other retention terms) it deems necessary for the fulfillment of its responsibilities. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any such Consultant retained by the Committee. The Company shall provide for appropriate funding as determined by the Committee for payment of reasonable compensation to any such Consultant retained by the Committee.
The Committee may select a Consultant to the Committee only after taking into consideration all factors relevant to that Consultant's independence from the Company and its management, including the following:
- The provision of other services to the Company by the Consultant or the person that employs the Consultant;
- The amount of fees received from the Company by the person that employs the Consultant, as a percentage of the total revenue of such employer;
- The policies and procedures of the person that employs the Consultant that are designed to prevent conflicts of interest;
- Any business or personal relationship of the Consultant with a member of the Committee;
- Any stock or other voting equity securities of the Company owned by the Consultant; and
- Any business or personal relationship of the Consultant (or the person employing the Consultant) with a Section 16 Officer.
The Committee shall conduct the independence assessment with respect to any Consultant that is expected to provide advice to the Committee, other than the Company's in-house legal counsel.
3.The Committee shall conduct an annual performance self-evaluation to ensure that the Committee is fulfilling its responsibilities in a manner that effectively serves the interests of the shareholders of the Company.
Reliance on Others. Nothing in this Charter is intended to preclude or impair the protection provided in Section 14-3-830 of the Georgia Business Corporation Code for good faith reliance by members of the Committee on reports or other information provided by others.