Karen L. Fichuk
EQUIFAXAbout Karen L. Fichuk
Independent director at Equifax since 2023; age 59; tenure 2 years as of the 2025 proxy. Former CEO of Randstad North America (2019–2023) and long-tenured Nielsen executive (25+ years) with global data/analytics leadership roles. Advisor/investor in startup technology and AI companies; completed Northwestern University’s AI Applications for Growth certification; nonprofit leadership includes USCIB trustee, CEO Council for Global Business Alliance member, and CSU College of Business Global Leadership Council .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Randstad North America | Chief Executive Officer | 2019–2023 | Executive Board member; led U.S./Canada operations and global strategy/oversight |
| Nielsen Holdings PLC | President, Developed Markets; President, North America; Global Managing Director for Kraft & Mondelez; other roles | ~25 years | Led global data/analytics transformation; extensive consumer intelligence leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| USCIB | Trustee | Not disclosed | Nonprofit governance |
| Global Business Alliance | CEO Council member | Not disclosed | Business policy engagement |
| Colorado State University College of Business | Global Leadership Council member | Not disclosed | Academic advisory role |
| Startup technology & AI companies | Advisor and investor | Current | Technology/AI focus; no public company boards disclosed in proxy biography |
Board Governance
- Independence: Board determined Ms. Fichuk is independent under NYSE/SEC/Equifax guidelines; 9 of 10 nominees are independent .
- Committee assignments: Audit Committee member (Chair: G.T. Hough; members: Fichuk, Larson, McGregor, McKinley); 9 meetings held in 2024. Not listed on Compensation, Governance, or Technology Committees .
- Attendance: All director nominees attended ≥75% of aggregate Board/committee meetings in 2024; all directors then serving attended the 2024 Annual Meeting . Board held 4 meetings; committees held 29 meetings in 2024 (including joint Audit/Technology and Governance/Compensation sessions) .
- Risk oversight: Audit Committee oversees financial reporting integrity, compliance, internal audit, and—coordinated with Technology Committee—cybersecurity risk oversight .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 91,890 | 105,000 |
| Stock Awards ($) | 400,183 | 200,030 |
| All Other Compensation ($) | 5,000 | 5,000 |
| Total ($) | 497,073 | 310,030 |
- Cash retainer structure: Annual base retainer $90,000; Audit Committee member retainer $15,000; no meeting fees. Chair retainers: Audit $30,000; Compensation $25,000; Governance $20,000; Technology $30,000; Independent Chairman $150,000. Effective Jan 1, 2025, base retainer increased to $100,000 .
Performance Compensation
| Grant Date | Award Type | Shares (#) | Grant Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Feb 10, 2023 | Initial RSU (new director) | 971 | 200,000 | 3 years | Dividend equivalent units accrue; accelerated vesting on death, disability, retirement, or change in control |
| May 4, 2023 | Annual RSU | 1,014 | 200,000 | 1 year | Dividend equivalent units accrue; accelerated vesting terms as above |
| May 2, 2024 | Annual RSU | 891 | 200,030 | 1 year | Dividend equivalent units accrue; accelerated vesting terms as above; annual grant value increases to $220,000 effective Jan 1, 2025 |
- Director equity program: One-time $200,000 RSU upon joining; annual RSU ~$200,000 at each annual meeting; vesting as above; dividend equivalents accrue .
Other Directorships & Interlocks
- Public company boards: None disclosed in proxy biography for Ms. Fichuk .
- Interlocks: Compensation Committee members (Marcus, Feidler, Hough, Smith) had no relationships requiring disclosure; no cross-compensation committee interlocks reported for 2024 .
- Outside board service limit: Outside directors limited to service on three other public company boards .
Expertise & Qualifications
- Data & Analytics and Technology: Decades leading data/analytics businesses at Nielsen; transformation experience applicable to Equifax’s data strategy .
- International Business: Led operations across North America and Developed Markets; global strategy and compliance experience .
- CEO Experience & HR Services: Ran Randstad North America; relevant to Workforce Solutions oversight .
- Board matrix confirms depth in relevant skills; tenure 2 years; age 59; gender F .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares owned | 930 | Includes 415 shares held in a trust; sole voting/investment power where applicable |
| Deferred Share Equivalent Units | 907 | Under director stock deferral programs; track common stock; no voting rights; payable in shares |
| Unvested RSUs | 1,878 | Unvested RSUs excluded from “shares owned” count; no voting rights |
| Exercisable Stock Options | 0 | None |
| % of shares outstanding | <1% | Based on 124,798,692 shares outstanding as of Mar 7, 2025 |
| Hedging/Pledging | Prohibited | Directors prohibited from hedging or pledging Equifax stock |
- Ownership guidelines: Directors must own ≥5x annual cash retainer; new directors have 5 years to meet requirement. Ms. Fichuk was elected Feb 2, 2023, implying a compliance window through 2028 .
- Deferral programs: Equifax Board of Directors Deferred Compensation Plan (effective Nov 4, 2021) permits deferral of up to 100% of stock-based and/or cash retainer into deferred stock; paid in shares; dividend equivalents credited; flexible distribution options .
Governance Assessment
-
Strengths
- Independent Audit Committee member with explicit cybersecurity risk oversight mandate; Board conducts joint Audit/Technology sessions—a positive signal for risk governance .
- Attendance and engagement: ≥75% meeting attendance; presence at annual meeting; Board self-evaluations and refreshment documented .
- Alignment mechanisms: Annual/time-based RSUs with dividend equivalents; robust prohibition on hedging/pledging; director ownership guideline of 5x retainer; deferral plan promotes long-term alignment .
- Conflicts monitoring: No related person transactions in 2024; pre-approval policy for auditor services; independence affirmed .
-
Watch items
- Ownership level appears modest as of Mar 7, 2025 (930 shares plus 907 deferred units) relative to guideline; however, she remains within the five-year window to achieve compliance (through 2028) .
- Increase in director pay levels effective Jan 1, 2025 (cash retainer to $100k; annual RSU to $220k) elevates fixed/guaranteed components; monitor balance of cash vs equity and implications for alignment over time .
-
Red flags
- None disclosed regarding related-party transactions, pledging/hedging, or Section 16(a) delinquencies for directors in 2024 (one late Form 4 referenced was for an executive, not directors) .
Overall, Ms. Fichuk brings relevant CEO, data/analytics, and international experience; serves on the Audit Committee with cybersecurity oversight; exhibits satisfactory attendance and independence. Ownership alignment should be monitored against the 5x retainer guideline during the remaining compliance window .