Chad M. Borton
EQUIFAXAbout Chad M. Borton
Executive Vice President and President, Workforce Solutions at Equifax since May 6, 2024; 1 year of tenure by year-end 2024 . Previously President of SoFi Bank and EVP of SoFi Lending; earlier roles include President of USAA Bank (and Vice Chairman of the Bank’s board), EVP/Head of Consumer & Business Banking at Fifth Third, CFO of JPMorgan’s Consumer Bank, McKinsey, and active duty U.S. Army; BS (Indiana University) and MBA (Harvard Business School) . In 2024, he led Workforce Solutions to $2.43B revenue (+5% YoY) with ~52% Adjusted EBITDA margin and 15% Vitality Index, expanding The Work Number to 188M active records (+12%) and extending a U.S. Social Security Administration verification contract ($500M potential over five years) . Company-wide 2024 revenue was a record $5.68B (+8% reported and organic constant currency), with ongoing Equifax Cloud migration and AI-driven product innovation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SoFi Bank | President; EVP, SoFi Lending | — | Grew bank to >$26B assets and $21B deposits |
| USAA Bank | President; Vice Chairman of Bank’s Board | — | Led ~10,000 employees serving >9M members; ~$100B assets and ~$6B annual revenue |
| Fifth Third Bank | EVP, Head of Consumer & Business Banking | — | Led retail, business banking, mortgage, indirect auto, consumer credit ops, controls |
| JPMorgan Chase | CFO, Consumer Bank | — | Executive roles in consumer banking finance |
| McKinsey & Company | Consultant | — | Served financial services clients |
| U.S. Army | Active Duty | — | Military service |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| USAA Bank | Vice Chairman of the Bank’s Board | — | Governance and oversight of large U.S. bank operations |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary ($) | $460,096 | Prorated from $725,000 annual for partial-year; incentive calculated on full-year salary |
| Target Bonus (% of Salary) | 110% | AIP target |
| Actual AIP Payout ($) | $818,367 | Earned 102.6% of target |
| Perquisites | Up to $10,000 financial planning ($12,500 for first-year), annual physical; standard employee benefits | Company-wide policy for NEOs |
Performance Compensation
Annual Incentive Plan (AIP) – Structure and Outcomes (2024)
| Metric | Weighting | Target | Actual | Payout (% of target) | Payout ($) |
|---|---|---|---|---|---|
| Corporate Adjusted EPS | 30% | $7.350 | $7.309 | 96% | $229,172 |
| Workforce Solutions Operating Revenue | 30% | $2.503B | $2.434B | 72% | $173,149 |
| Workforce Solutions Operating Income | 20% | $1.129B | $1.083B | 61% | $97,047 |
| Individual Strategic Objectives (MBOs) | 20% | — | — | 200% | $319,000 |
| Total AIP | — | $797,500 | — | 102.6% | $818,367 |
Notes:
- AIP design for NEOs: 80% financial goals, 20% individual goals; CEO’s AIP is 100% financial .
- Corporate financial goal thresholds/targets were set ex-FX in constant dollars .
2024 Long-Term Incentive (LTI) Program – Grants and Terms
| Element | Grant Date | Count/Value | Vesting / Term | Performance Linkage |
|---|---|---|---|---|
| Performance Shares – TSR (Annual) | 5/6/2024 | 2,217 shares | 3-year performance; 12-month post-vesting holding | Relative TSR vs S&P 500; if 3-yr cumulative TSR negative, payout capped at 100% |
| Performance Shares – Adjusted EBITDA (Annual) | 5/6/2024 | 2,217 shares | Earned annually over 3-year period; 12-month holding | 3-year Adjusted EBITDA; $0 payout for any year below threshold |
| RSUs (Annual) | 5/6/2024 | 4,053 units | Cliff vest at end of 3 years; dividend equivalents accrue | Retention/alignment |
| Stock Options (Annual, market-priced) | 5/6/2024 | 12,097 options | 10-year term; strike $231.34; expire 5/7/2034 | Value only if stock appreciates |
| New Hire Performance Shares – TSR | 5/6/2024 | 3,548 target shares | 3-year performance; 12-month holding | Make-whole for forfeited prior employer awards |
| New Hire Performance Shares – Adjusted EBITDA | 5/6/2024 | 3,548 target shares | 3-year performance; 12-month holding | Make-whole |
| New Hire RSUs | 5/6/2024 | 12,968 units ($3.0M GV) | Vests in 3 equal annual tranches starting first anniversary | Make-whole retention |
Compensation best-practices: double-trigger change-in-control vesting, capped performance awards, clawback with financial and reputational harm standard, anti-hedging/anti-pledging, 10b5-1-only trading for senior executives; no option repricing .
Equity Ownership & Alignment
| Ownership Metric (as of Mar 7, 2025) | Amount |
|---|---|
| Shares Beneficially Owned | 0 |
| Exercisable Options | 4,033 |
| Unvested RSUs (excludes deferred) | 21,543 |
| % of Common Stock Outstanding | <1% (“Less than one percent”) |
| Shares Pledged as Collateral | None; insider anti-pledging policy in place |
| Stock Ownership Guidelines | Senior executives required to own ≥3x base salary; CEO ≥6x |
Notes:
- Options outstanding include 12,097 unexercisable options from 2024 annual grant, strike $231.34, expiring 5/7/2034 .
- RSUs and performance shares have a mandatory 12-month post-vesting holding period (PS), with dividend equivalents accruing on earned shares (RSUs/PS) .
Employment Terms
- Appointment: Succeeded Rudy Ploder as EVP, President, Workforce Solutions effective May 6, 2024 .
- Deferred Compensation/Supplemental Retirement: Participates in Supplemental Contribution Program (10% of base plus AIP), with registrant contribution of $127,846 for 2024 and an aggregate balance of $127,846; not a SERP participant .
- Severance and Change-in-Control Economics (illustrative values, as of Dec 31, 2024):
- Termination without cause / good reason: total estimated value $7,016,793; includes RSU/PS vesting value $6,951,024; options vesting value $0; severance payments $55,769; healthcare benefits $48,201; perqs $10,000 .
- Termination following change in control (double trigger): total $12,565,370; includes RSU/PS vesting value $9,177,769; options vesting $284,400; severance $3,045,000; healthcare $48,201; perqs $10,000 .
- Disability: total $11,603,251; includes RSU/PS vesting $10,257,705; options vesting $284,400; disability benefits PV $893,500; healthcare PV $29,800; perqs $10,000 .
- Death: total $10,934,451; includes RSU/PS vesting $10,257,705; options vesting $284,400; life insurance $250,000; healthcare PV $4,500; perqs $10,000 .
- Change-in-control policy: double-trigger cash severance and equity vesting; RSUs/performance shares generally accelerate upon death, disability, or termination following change-in-control (subject to grant-specific terms) .
- Clawback: financial and reputational harm standard; applies to executives, including supervisory capacity .
- Tax gross-ups: none beyond certain relocation or foreign tax expenses .
- Trading restrictions: anti-hedging/-pledging; senior executives trade only via approved Rule 10b5-1 plans .
Performance & Track Record (2024 Highlights)
- Delivered Workforce Solutions revenue of $2.43B (+5% YoY) with ~52% Adjusted EBITDA margin in challenging mortgage and hiring markets .
- Expanded The Work Number database to 188M active records (+12% YoY), signed 15 strategic partnerships, and achieved a nearly 15% Vitality Index .
- Secured an extension of the U.S. Social Security Administration verification contract (potential ~$500M over five years) .
- Advanced customer-centric engagement and Only Equifax initiatives in Workforce Solutions .
Compensation Structure Analysis
- Mix emphasizes at-risk pay: NEOs average ~85% variable at target; Borton’s package includes performance shares (TSR, Adjusted EBITDA), RSUs, and market-priced options; no option repricing and mandatory PS post-vesting holds reinforce alignment .
- New hire “make-whole” equity grant of $6.2M (RSUs $3.0M, PS $3.2M) supports retention through multi-year vesting; annual LTI on top indicates continued performance linkage .
- AIP tied to EPS and business-unit revenue/income plus strategic MBOs; 2024 payout at 102.6% reflects balanced accountability amid headwinds .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; none of Borton’s shares pledged; trading limited to 10b5-1 plans, which reduces opportunistic selling risk .
- Related party transactions: none reported for executives in 2024 beyond disclosed compensation .
- Say-on-pay: 2024 approval at ~91% indicates shareholder support for program design; no shareholder rights plan (“poison pill”) .
Equity Ownership & Vesting Pressure Details
| Instrument | Status | Key Terms | Potential Selling Pressure Indicators |
|---|---|---|---|
| RSUs (New Hire) | Unvested; 3 annual tranches | 12,968 units vest equally at 1-, 2-, 3-year anniversaries; dividend equivalents accrue | Step-up vest events could create periodic liquidity; 10b5-1 and post-vesting policies mitigate |
| RSUs (Annual) | Unvested; cliff | 4,053 units vest after 3 years; dividend equivalents accrue | Single cliff vest event; post-vesting hold applies to PS (not RSUs) |
| PS – TSR | In performance | 2,217 annual + 3,548 new-hire target; 3-year measurement; 12-month holding | Payout contingent on TSR; holding period slows immediate sales |
| PS – Adj. EBITDA | In performance | 2,217 annual + 3,548 new-hire target; annual tranches; 12-month holding | $0 payout for any year below threshold; post-vesting hold |
| Stock Options | Unexercisable/exercisable mix | 12,097 granted 5/6/2024, strike $231.34, expiry 5/7/2034; 4,033 currently exercisable across portfolio | Exercise tied to stock appreciation; 10-year runway |
Investment Implications
- Alignment: Heavy performance equity (TSR and EBITDA) plus mandatory post-vesting holds on PS align pay with long-term value creation; anti-hedging/-pledging and 10b5-1-only trading reduce adverse signaling risk .
- Retention: The sizable 2024 make-whole RSUs (multi-tranche) and multi-year performance shares create staggered vesting that lowers near-term attrition risk; supplemental retirement contributions add stickiness .
- Execution leverage: Borton’s 2024 BU results and pipeline (SSA contract, partnerships, data assets growth) support Workforce Solutions’ high-margin profile, a key driver of EFX’s EBITDA expansion and free cash flow targets disclosed for 2025 and beyond .
- Change-in-control economics: Double-trigger protections and equity acceleration could lead to outsized payouts upon a transaction; investors should factor potential dilution/settlement impacts, though policies cap certain awards and disallow option repricing .