Mark L. Feidler
EQUIFAXAbout Mark L. Feidler
Independent Chairman of the Board at Equifax (EFX), age 68, director since 2007. Founding Partner of MSouth Equity Partners (since Feb 2007) with prior senior operating roles at BellSouth and Cingular Wireless, and earlier experience in investment banking and corporate law. Core credentials include executive leadership, M&A/strategy, and deep telecom data familiarity relevant to Equifax’s NCTUE data asset; he serves on the Compensation Committee and chairs the Governance Committee, and is designated as independent under NYSE/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MSouth Equity Partners | Founding Partner | Since Feb 2007 | Private equity expertise supporting strategy, acquisitions |
| BellSouth Corporation | President & COO; Director | 2005–Jan 2007 | Operating, regulatory, legal experience; executive leadership |
| BellSouth Corporation | Chief Staff Officer | 2004 | Senior corporate operations |
| Cingular Wireless | Chief Operating Officer | 2001–2003 | Telecom operations; later Board Director (2005–Jan 2007) |
| BellSouth subsidiaries | President, various operating subs; Head of Corporate Development | 1991–2000 | Corporate development and M&A |
| The Robinson-Humphrey Company | Investment Banking | 1986–1990 | Transactional finance background |
| King & Spalding LLP | Corporate Attorney | 1981–1986 | Corporate law foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New York Life Insurance Company | Director | ~20 years | Listed under “Other Public Directorships” in proxy biography |
| MSouth Equity Partners | Founding Partner | Since Feb 2007 | Ongoing private equity leadership |
Board Governance
- Independent Chairman since 2017, separate from CEO; responsibilities include setting board agendas, presiding at board/shareholder meetings, facilitating director-CEO communication, leading executive sessions, and engaging directly with shareholders .
- Committees: Compensation Committee member; Governance Committee Chair; Board affirms his independence; all standing committees comprised solely of independent directors .
- Attendance: All director nominees attended at least 75% of aggregate Board/committee meetings in 2024; Board met 4 times and committees held 29 meetings (including joint Audit–Technology sessions) .
- Shareholder engagement: Following the 2024 meeting, directors (including the Independent Chair and Compensation Committee Chair) met with investors representing ~50% of shares; overall management engaged with ~65%; Board responded with added disclosures and governance actions (e.g., proposal to eliminate supermajority voting) .
Fixed Compensation
| Component | Amount | Vesting/Timing | 2025 Change |
|---|---|---|---|
| Annual cash retainer (director) | $90,000 (2024) | Annual | Increased to $100,000 effective Jan 1, 2025 |
| Independent Chairman additional cash retainer | $150,000 (2024) | Annual | Not separately disclosed as changed |
| Committee chair retainers | Audit Chair $30,000; Compensation Chair $25,000; Governance Chair $20,000; Technology Chair $30,000 (2024) | Annual | N/A |
| Committee membership retainers | Audit $15,000; Compensation $12,500; Governance $10,000; Technology $15,000 (2024) | Annual | N/A |
| Feidler 2024 cash fees | $272,500 | Annual | Breakdown aligns with $90k base + $150k Chair + $20k Governance Chair + $12.5k Compensation member |
- Director compensation is via retainers (no per-meeting fees) to reflect advisory role vs attendance; directors with added responsibilities receive higher cash compensation .
Performance Compensation
| Equity Award | Grant Value | Grant Date/Type | Vesting | 2025 Change |
|---|---|---|---|---|
| Annual RSU grant (independent directors) | $200,030 (May 2, 2024; 891 RSUs) | Annual meeting | Vests 1 year after grant; accrues dividend equivalents | Increased to $220,000 effective Jan 1, 2025 |
| Initial RSU grant for new directors | $200,000 | Upon joining Board | Vests 3 years after grant; accrues dividend equivalents |
- Directors do not receive performance-based option/PSU awards; however, as Compensation Committee member, Feidler oversees executive pay metrics: AIP based on Corporate Operating Revenue (constant FX) and Corporate Adjusted EPS (constant FX) plus individual strategic goals; LTI performance shares based on 3-year relative TSR (with negative TSR cap at 100%) and 3-year Adjusted EBITDA (year-level thresholds; any year below threshold = $0 for that year) .
- 2022 executive performance share outcomes (vested in 2025): TSR PSUs paid 68.6% of target; Adjusted EBITDA PSUs paid 61.7% of target, reflecting macro headwinds; AIP payouts for NEOs ranged 95%–118% of target for 2024 .
Other Directorships & Interlocks
| Entity | Type | Role | Interlocks/Conflicts |
|---|---|---|---|
| New York Life Insurance Company | Public (per proxy listing) | Director | No disclosed related-party transactions with Equifax in 2024 |
| MSouth Equity Partners | Private equity | Founding Partner | No disclosed related-party transactions with Equifax in 2024 |
- Compensation Committee interlocks: Committee members (including Feidler) had no relationships requiring related-party disclosure; no reciprocal executive/director interlocks in 2024 .
Expertise & Qualifications
- Executive leadership and operations, M&A/transactional expertise, strategy development (MSouth and BellSouth/Cingular experience) .
- Equifax industry knowledge via telecom data experience (NCTUE) .
- Corporate governance experience as long-tenured director and Board Chair; risk oversight via committee leadership .
Equity Ownership
| Holder | Shares Owned | Deferred Share Equivalent Units | Exercisable Options | % of Outstanding | Notes |
|---|---|---|---|---|---|
| Mark L. Feidler | 24,035 | 5,899 | 0 | * (less than 1%) | Includes 7,823 shares held in a 501(c)(3) family foundation in which he has no pecuniary interest |
- Unvested RSUs (excluded from owned shares): 894 for Feidler as of Mar 7, 2025 .
- No shares pledged or hedged; insider trading policy prohibits hedging/pledging and requires Rule 10b5-1 plans for senior executives (policy applies company-wide) .
- Director stock ownership guideline: 5x annual cash retainer; new directors have 5 years to comply .
- Section 16(a) compliance: All 2024 filings timely except one late Form 4 for a different executive; no late filings noted for Feidler .
Governance Assessment
- Strengths: Independent Chairman role separate from CEO with robust responsibilities; active investor engagement led by Independent Chair; independent committee leadership (Governance Chair; Compensation member); strong governance practices (anti-hedging/pledging; clawback with reputational harm standard; director ownership guideline; proposal to eliminate supermajority voting) .
- Alignment: Director equity grants and ownership guidelines promote alignment; director pay mix weighted to equity via annual RSUs; executive pay metrics emphasize TSR and Adjusted EBITDA over multi-year periods under Compensation Committee oversight; 2024 Say-on-Pay approval ~91% indicates shareholder support .
- Attendance/engagement: At least 75% meeting attendance; significant Board/committee workload including cybersecurity oversight in joint Audit–Technology sessions .
- Conflicts/related-party: No related-party transactions in 2024; no compensation committee interlocks; outside board service limits in place and compliant .
- RED FLAGS: None disclosed for Feidler. Watch items include increased director cash/equity retainers in 2025 (cost governance optics), and ongoing monitoring of private equity role for potential related-party exposure—mitigated by Board policy and 2024 disclosure of no such transactions .
Overall, Feidler’s independent Chair role, committee leadership, and lack of conflicts support board effectiveness and investor confidence. Director compensation structure changes for 2025 (higher retainers/equity) should be viewed in context of market benchmarking and continued alignment through ownership guidelines and equity grants .