Julia A. Houston
EQUIFAXAbout Julia A. Houston
Executive Vice President and Chief Legal Officer at Equifax as of May 2025; previously EVP, Chief Strategy and Marketing Officer (2023), Chief Transformation Officer (since Oct 2017), and earlier SVP, U.S. Legal (from Oct 2013). Prior to Equifax, she was SVP, General Counsel and Corporate Secretary at Convergys (2011–2013) and held senior legal roles at Mirant (2004–2010) . Key governance context during her tenure includes Equifax’s record 2024 revenue ($5.68B), adjusted EBITDA margin of 32.3%, continued Equifax Cloud migration (~85% of revenue in the cloud), and a 12% New Product Vitality Index .
Company performance snapshot relevant for executive incentive context:
| Metric | FY 2024 |
|---|---|
| Revenue ($USD Millions) | $5,681.1 |
| Adjusted EBITDA Margin (%) | 32.3% |
| Revenue in Equifax Cloud (%) | ~85% |
| New Product Vitality Index (%) | 12% |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Equifax | EVP & Chief Legal Officer | 2025–present | Corporate secretary and legal oversight; signed major SEC filings and Articles of Amendment |
| Equifax | EVP, Chief Strategy & Marketing Officer | 2023 | Led strategy/marketing during cloud pivot and AI product acceleration period |
| Equifax | Chief Transformation Officer | 2017–2023 | Role aligned with Equifax Cloud and security transformation |
| Equifax | SVP, U.S. Legal | 2013–2017 | U.S. legal leadership |
| Convergys | SVP, General Counsel & Corporate Secretary | 2011–2013 | Public company GC |
| Mirant | SVP, General Counsel, CCO & Corporate Secretary (roles of increasing responsibility) | 2004–2010 | Corporate legal, compliance leadership |
External Roles
- None disclosed in latest filings .
Fixed Compensation
- Not a Named Executive Officer (NEO) in 2024; individual base salary and target/actual bonus amounts are not disclosed in the Summary Compensation Table (NEOs listed: CEO, CFO/COO, Borton, Horvath, Farshchi, Ploder) .
- Executive stock ownership guideline: 3x base salary for senior executives; all executive officers were in compliance as of the most recent measurement date .
Performance Compensation
Company program structure applicable to senior executives (design used for NEOs):
| Incentive vehicle | Metric/Design | Weighting/Design details | Vesting/Holding |
|---|---|---|---|
| Annual Incentive Plan (AIP) | Corporate Operating Revenue (constant FX) and Corporate Adjusted EPS (constant FX) plus individual non-financial strategic goals | Specific weightings by executive not disclosed; payouts for 2024 aligned 95–118% of target at NEO level | Annual cash after year-end |
| Performance Shares (LTI) | 3-year cumulative Relative TSR vs S&P 500; 3-year Adjusted EBITDA | CEO LTI 80% performance-based; other NEOs 75% performance-based; TSR payout capped at 100% if 3-yr TSR is negative | 3-year performance; 12-month post-vesting holding period on performance shares |
| Stock Options (LTI) | Market-priced stock options (NEOs other than CEO); CEO receives premium-priced options (110% and 120% tranches) | Mix defined for CEO in contract; option component part of LTI for others | As granted under plan; standard terms |
| Time-based RSUs (LTI) | Retention/alignment | Cliff vest at 3 years | 3-year cliff |
Notes:
- These are the company’s prevailing designs for senior executives; Houston’s specific award amounts/weightings were not disclosed as she was not an NEO in 2024 .
Equity Ownership & Alignment
- Beneficial ownership: Not individually listed in the “Securities Owned by Directors and Management” table (covers directors, NEOs, and group total); therefore, her precise share count and % are not disclosed .
- Rule 10b5-1 plan: Adopted May 21, 2025 to sell up to 5,500 shares through Nov 28, 2025, indicating a scheduled, pre-arranged selling program (limits opportunistic trading) .
- Anti-hedging/anti-pledging: Company policy prohibits hedging and pledging by directors, officers, and employees; listed shares for covered insiders were not pledged or hedged; executives may trade only under approved Rule 10b5-1 plans .
- Stock ownership guidelines: 3x base salary for senior executives; all executive officers were in compliance at last assessment .
Employment Terms
- Change-in-control (CIC) framework: The Company maintains a CIC Severance Plan for participating NEOs (Begor separately via employment agreement). For participating NEOs, a double-trigger CIC Qualifying Termination (within 6 months before to 24 months after CIC) provides: 2x base salary + target annual incentive, pro-rata target bonus for year of termination, cash for 24 months COBRA, and full vesting of unvested supplemental retirement benefits; benefits are subject to clawback and 280G cutback .
- Note: The proxy specifies coverage for participating NEOs; Houston’s participation is not explicitly disclosed in 2025 proxy materials .
- General severance plan: Company-wide severance provides weeks-of-pay based on service for position elimination/relocation or performance-related separation, subject to release of claims .
- Clawback policy: Broader-than-required clawback (financial restatement with/without misconduct; materially inaccurate performance metrics; misconduct causing significant financial or reputational harm, including supervisory failures) applies to equity and incentive awards; Company will disclose actions taken subject to legal constraints .
- Non-compete/non-solicit: Equity awards include restrictive covenants; violations can trigger cancellation or recoupment of gains .
- Insider trading controls: Senior executives may only transact under approved Rule 10b5-1 plans; enhanced escalation protocols for potential security incidents .
- Say-on-Pay: 2024 approval ~91% support; 2025 vote: 101,048,125 for; 8,737,307 against; 212,508 abstain; 4,818,311 broker non-votes .
Investment Implications
- Transparency: Houston was not a 2024 NEO, so precise pay levels and grant values are undisclosed, limiting granular “pay-for-performance” backtesting specific to her; analysis must rely on company-wide incentive design and governance controls .
- Selling pressure: Her Rule 10b5-1 plan (up to 5,500 shares over ~6 months) implies modest, programmatic selling; not indicative of discretionary de-risking; mitigates adverse signaling vs. open-market discretionary sales .
- Alignment/retention: Strict anti-hedging/pledging, stock ownership guidelines (3x salary) with full executive compliance, and an expansive clawback strengthen alignment and reduce governance red flags; RSU 3-year cliffs and multi-year PSU cycles support retention and longer-term orientation .
- Performance context: Equifax delivered record 2024 revenue, margin stability, and continued cloud migration/AI product progress—supportive of PSU frameworks tied to TSR and Adjusted EBITDA; however, macro-exposed metrics (mortgage/hiring) can add cyclicality to outcomes .
Overall: Limited individualized disclosure for Houston but strong corporate governance architecture (ownership rules, clawback, 10b5-1-only trading, anti-pledging) and multi-year equity design reduce misalignment risks. Scheduled sales appear modest and structured. Company fundamentals and execution on cloud/AI transformation underpin the incentive design tying pay to TSR and Adjusted EBITDA **[33185_0000033185-25-000054_efx-20250630.htm:41]** **[33185_0001104659-25-029348_tm2423995d11_def14a.htm:21]** **[33185_0001104659-25-029348_tm2423995d11_def14a.htm:85]** **[33185_0001104659-25-029348_tm2423995d11_def14a.htm:56]** **[33185_0000033185-25-000009_a2024q48-kexhibit991.htm:2]** **[33185_0000033185-25-000009_a2024q48-kexhibit991.htm:3]** **[33185_0001104659-25-029348_tm2423995d11_def14a.htm:2]** **[33185_0001104659-25-029348_tm2423995d11_def14a.htm:55]**.