John W. Gamble, Jr.
EQUIFAXAbout John W. Gamble, Jr.
John W. Gamble, Jr. (age 62) is Executive Vice President, Chief Financial Officer and Chief Operations Officer of Equifax, serving as CFO since May 2014 and assuming the combined CFO/COO role in February 2021 (11 years at Equifax as of year-end 2024) . In 2024, Equifax delivered record revenue of $5.68B and a 12% Vitality Index; 2022-vintage performance shares tied to relative TSR and Adjusted EBITDA vested in 2025 at 68.61% and 61.7% of target, respectively—evidence of below-target long-term outcomes amid macro headwinds and disciplined goal-setting . For 2024, Gamble’s annual incentive tied to Corporate Adjusted EPS and Operating Revenue (plus individual objectives) paid at 116.1% of target, reflecting outperformance versus plan on certain elements despite softer macro (mortgage and hiring) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Equifax Inc. | Corporate VP & CFO (then CFO/COO from Feb 2021) | May 2014–present | Led finance during multi-year cloud/data transformation; added COO remit in 2021 . |
| Lexmark International, Inc. | EVP & CFO | Sep 2005–May 2014 | Public-company CFO experience across hardware/software/services portfolio . |
External Roles
- None disclosed for John W. Gamble, Jr. in the referenced filings .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 750,000 | 794,231 | 800,000 |
| Target Bonus (% of Salary) | — | — | 120% |
| Actual Annual Incentive ($) | 318,206 | 650,955 | 1,114,630 |
Performance Compensation
2024 Annual Incentive Plan (AIP) – Structure and Outcomes (Gamble)
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout vs Target | Dollar Payout Component |
|---|---|---|---|---|---|---|---|
| Corporate Adjusted EPS | 65% (enterprise weight; Gamble’s AIP: 80% financial overall) | $6.62 | $7.35 | $7.62 | $7.309 | 96% | $597,715 |
| Corporate Operating Revenue | 15% (enterprise weight; Gamble’s AIP: 80% financial overall) | $5.318B | $5.728B | $5.929B | $5.686B | 92% | $132,915 |
| Individual Strategic Objectives | 20% | — | $192,000 target | — | Distinguished | 200% | $384,000 |
| Total AIP Outcome | — | — | — | — | — | 116.1% of target | $1,114,630 |
Key individual achievements included ~$130M cost reductions, $650M debt refinancing, and integration support for acquisitions, alongside talent development within finance .
Long-Term Incentives (LTI) – 2024 Grant Design and Amounts (Gamble)
- Mix: 25% TSR Performance Shares (PS), 25% Adjusted EBITDA PS, 25% market-priced stock options (10-year term, vest ratably over 3 years), 25% time-based RSUs (3-year cliff) .
- 12-month post-vesting holding period for performance shares .
| Element | 2024 Target/Grant | Vesting/Terms |
|---|---|---|
| Target LTI Value | $4,000,000 | Annual cycle |
| TSR Performance Shares (target #) | 4,391 shares | 3-year performance vs S&P 500; 0–200% payout; negative TSR capped at 100% |
| Adjusted EBITDA PS (target #) | 4,391 shares | 3-year, annual goals; average of yearly multipliers; 0–200% payout |
| Stock Options (#) | 12,904 (market-priced) | 10-year term; vest 1/3 annually over 3 years |
| RSUs (#) | 4,014 | Cliff vest at 3 years |
Vesting results of 2022 grants (vested in Feb 2025):
- TSR PS payout: 68.61% of target (avg quarterly percentile vs S&P 500 across last four quarters) .
- Adjusted EBITDA PS payout: 61.7% of target (three-year average of annual outcomes) .
Upcoming Vesting and Potential Supply (Gamble)
| Award Type | Vesting Date | Shares |
|---|---|---|
| RSUs | Feb 11, 2025 | 3,688 |
| RSUs | Feb 10, 2026 | 4,914 |
| RSUs | Feb 9, 2027 | 4,037 |
Additional performance share overhang (unearned as of 12/31/24): 2023 TSR (max 8,376), 2023 EBITDA (max 11,194), 2024 TSR (target 4,416), 2024 EBITDA (target 4,416) .
Equity Ownership & Alignment
| As of March 7, 2025 | Value |
|---|---|
| Shares Owned | 53,259 |
| Exercisable Stock Options | 76,634 |
| Deferred Share Equivalent Units | 0 |
| Ownership as % of O/S | <1% |
| Shares Pledged/Hedged | None; pledging and hedging prohibited, and proxy confirms none pledged/hedged |
| Executive Stock Ownership Guideline | 3x base salary; all executives in compliance |
Trading/realization signals:
- 2024 value realized on option exercises: $9,332,088 (79,109 shares exercised) .
- Value realized on 2024 vesting: RSUs $645,333; performance shares $1,470,735 .
Employment Terms
- Standard Severance (non-CIC): Under the broad-based plan, estimated severance payment of $369,231 for a termination without cause/for good reason as of 12/31/2024 .
- Change-in-Control (CIC) Plan (double-trigger): 2x base salary + target annual bonus; pro-rata target AIP; 24 months COBRA; full vesting of unvested supplemental retirement; equity acceleration per plan; subject to clawback; no excise tax gross-up .
- Restrictive Covenants: Confidentiality, non-competition, non-solicitation; benefits contingent on executing release and compliance .
CFO scenario values as of 12/31/2024 (illustrative):
| Scenario | Key Cash/Benefits | Equity/Options | Total |
|---|---|---|---|
| CIC Qualifying Termination | Severance $3,520,000; COBRA $34,379 | RSUs/PS $9,701,245; Options $718,906 | $20,141,050 |
| Voluntary/For Cause | — | — | $6,166,520 (pension value + deferrals) |
| Death | Life insurance $1,250,000; survivor healthcare $4,500 | RSUs/PS $10,117,588; Options $718,906 | $14,981,114 |
| Disability | Disability PV $493,600; healthcare $14,900 | RSUs/PS $10,117,588; Options $718,906 | $17,511,514 |
Retirement/Deferred/Pension:
- SERP present value (CFO) at 12/31/2024: $5,906,200 .
- Non-qualified deferred compensation balance: $250,320; 2024 aggregate earnings $17,562 .
Clawback/Trading Policies:
- Robust clawback covering restatements (with/without misconduct), materially inaccurate metrics, and misconduct causing financial/reputational harm; applies to current/former employees and incentives over preceding three years .
- Mandatory Rule 10b5-1 plans for senior executive trading; anti-hedging and anti-pledging across directors/officers/employees .
Multi-Year Compensation (Summary Compensation Table)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 750,000 | 794,231 | 800,000 |
| Bonus | 0 | 0 | 0 |
| Stock Awards | 2,437,902 | 3,000,373 | 3,299,235 |
| Option Awards | 812,138 | 999,658 | 999,995 |
| Non-Equity Incentive Plan Comp | 318,206 | 650,955 | 1,114,630 |
| Change in Pension Value & NQDC Earnings | 134,600 | 650,500 | 47,300 |
| All Other Compensation | 17,150 | 18,888 | 23,006 |
| Total | 4,469,995 | 6,114,604 | 6,284,167 |
Perquisites detail (2024): $12,656 perqs; $10,350 company contributions; no tax gross-ups except standard relocation policy .
Performance & Track Record
- 2024 enterprise outcomes: record $5.68B revenue; 12% Vitality Index; 95% of new models built with AI/ML; ~85% of revenue in Equifax Cloud .
- 2024 CFO contributions: ~$130M cost actions; successful $650M public debt offering; acquisition integration and complex tax/finance matters; finance talent development .
- Long-term incentives: 2022 PS payouts below target (TSR 68.61%, EBITDA 61.7%), consistent with challenging macro and stringent targets .
Compensation Structure Analysis
- Mix and risk: Heavy performance-based pay—AIP tied to revenue and EPS; LTI equally split across TSR PS, EBITDA PS, options, and RSUs (options/PS amplify at-risk exposure) .
- Governance best practices: Double-trigger CIC; broad clawback; no tax gross-ups other than limited relocation; anti-hedging/pledging; executive stock ownership guidelines (3x salary for senior execs) .
- Shareholder feedback and Say-on-Pay: 2024 approval ~91%; 2023 feedback led to commitment to avoid one-time awards absent extraordinary circumstances; 2025 program unchanged .
Compensation Peer Group (Benchmarking)
- 2024/2025 compensation peer group includes ADP, FISV, Moody’s, S&P Global, TransUnion, Workday, among others—reflecting competition for talent across tech-enabled data/analytics and HCM ecosystems .
Governance & Risk Indicators
- Related party transactions: None in 2024 beyond standard compensation arrangements .
- Trading controls: Executive trades only via approved Rule 10b5-1 plans .
- Section 16 compliance: All timely in 2024 except one late Form 4 for another executive; no issues cited for CFO .
Employment Terms (Additional Details)
- CIC vesting: Equity generally accelerates on double-trigger; SERP funded via rabbi trust on CIC (no double-trigger for trust funding) .
- AIP treatment on separation: Pro-rata payout for death, disability, retirement, job elimination; forfeit upon voluntary resignation (no good reason) or termination for cause .
Investment Implications
- Alignment: Strong—meaningful unvested PS/RSUs and options, 3x salary ownership guideline (in compliance), anti-hedge/pledge, and a comprehensive clawback reduce agency risk .
- Retention: Material unvested equity through 2027 plus SERP value bolster retention; CIC benefits are standard and double-triggered; ordinary-course severance modest under broad plan .
- Near-term selling pressure: Watch 2025–2027 RSU cliffs and ongoing PS cycles; 2024 option exercise realizations ($9.33M) show potential liquidity events, though trades occur under Rule 10b5-1 .
- Pay-for-performance: Below-target payouts on 2022 PS cycles (TSR/EBITDA) demonstrate rigor; 2024 AIP above target for CFO balanced against enterprise shortfalls, supported by individual execution .