Mark W. Begor
EQUIFAXAbout Mark W. Begor
Mark W. Begor, age 66, has served as Equifax’s CEO and a director since April 2018 (7 years at Equifax as of year-end 2024). Under his tenure, Equifax revenue increased from ~$3.4B in 2018 to a record $5.68B in 2024 (≈9% CAGR), with 2024 free cash flow of ~$813M and a 12% Vitality Index for new products; approximately 85% of revenue is now delivered from the Equifax Cloud, and 36 data centers have been decommissioned to date . Long-term incentives rely on Relative TSR vs S&P 500 and Adjusted EBITDA; the 2022 performance share cycles vested below target (TSR 68.61%, Adj. EBITDA 61.7%), reflecting macro headwinds despite record revenues .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| General Electric (GE) – GE Energy Management | President & CEO | 2014–2016 | Led multibillion-dollar business; operating and leadership experience |
| GE – GE Capital Real Estate | President & CEO | 2011–2014 | Ran a large global real estate finance unit |
| GE – GE Capital Retail Finance (Synchrony Financial) | President & CEO | 2002–2011 | Led retail finance lender; perspective of a credit bureau customer |
| Warburg Pincus | Managing Director, Industrial & Business Services | 2016–2018 | Private equity operating/transactional experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| NCR Atleos Corporation | Director | Current | Current public company directorship |
| Fair Isaac Corporation (FICO) | Director | 2016–2018 | Industry peer board experience |
Fixed Compensation (CEO – 2024)
| Item | Value |
|---|---|
| Base salary | $1,500,000 |
| Target bonus (% of salary) | 120% |
| Actual AIP payout (% of target) | 95.1% |
| Actual AIP payout ($) | $1,712,415 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Outcome (CEO)
| Metric | Weighting | Target | Actual | Payout % |
|---|---|---|---|---|
| Corporate Adjusted EPS | 81.25% | $7.350 | $7.309 | 96% |
| Corporate Operating Revenue | 18.75% | $5.728B | $5.686B | 92% |
CEO’s AIP is 100% tied to Company financial goals; individual objectives do not affect payout .
Long-Term Incentive (LTI) Design (CEO – ongoing)
| Component | Weight | Performance metric(s) | Key terms |
|---|---|---|---|
| Performance Shares | 60% | Relative TSR vs S&P 500; Adjusted EBITDA | 3-year performance; PS subject to 12-month post-vesting holding; negative TSR cap at 100% |
| Premium-priced Stock Options | 20% | N/A | Two equal tranches at 110% and 120% of grant-date FMV; 7–8 year term |
| Time-based RSUs | 20% | N/A | Cliff vest at 3 years |
Long-Term Incentive – Realized Performance (most recent vesting)
| Grant year | Metric | Performance period | Payout vs target | Vesting timing |
|---|---|---|---|---|
| 2022 | Relative TSR vs S&P 500 | 3 years ending Dec 31, 2024 | 68.61% | Feb 2025 |
| 2022 | Adjusted EBITDA (3 annual goals) | 2022–2024 | 61.7% | 2025 |
Equity Ownership & Alignment (as of Mar 7, 2025)
| Item | Amount / Policy |
|---|---|
| Shares owned | 132,284 |
| Exercisable stock options | 229,244 |
| Deferred share equivalents | 78,096 |
| % of shares outstanding | <1% (denoted “*” in proxy) |
| Hedging/Pledging | Prohibited by policy; none of the reported shares were pledged or hedged |
| CEO ownership guideline | 6x base salary requirement |
| CEO equity deferrals | Voluntarily elected to defer 100% of RSUs and PSUs (2021–2024); >$61M value at Mar 7, 2025 (assumes PSUs at 100%); paid only in EFX stock over 10 years, starting 5 years (2021 grants) or 7 months (2022–2024 grants) after departure |
Deferrals and anti-hedging/pledging materially reduce near‑term selling pressure and increase long-dated alignment .
Employment Terms (CEO)
| Term | Detail |
|---|---|
| Employment start (CEO) | April 2018; 7 years at Equifax as of FY2024 |
| Base salary (contract) | $1.5M; subject to increase, not decrease |
| Target annual incentive | 120% of salary; determined exclusively by Company financial goals |
| Target LTI value & mix | $10.1M; 60% PS, 20% premium-priced options (110%/120%), 20% RSUs |
| Clawback | Enhanced clawback includes financial and reputational harm standard; applies to CEO awards |
| Change-in-control (CIC) cash | 3x (salary + target bonus) upon double‑trigger termination (6 months before to 2 years after CIC) |
| CIC equity treatment | Full vesting (performance awards settle per plan metrics) |
| Estimated CIC total | $74,334,203 (includes equity values as of 12/31/24 and other benefits) |
| Non‑CIC termination | No cash severance shown; equity vests per award terms |
| Retirement treatment | CEO RSUs immediately vest; premium‑priced options continue to vest and remain exercisable for remaining 7–8 year term; PS remain eligible to vest |
| Trading policy | Only via approved Rule 10b5‑1 plans; strict incident escalation; anti‑hedging/pledging |
| Say‑on‑Pay support (2024) | 91% approval |
Board Governance at EFX (dual-role implications)
- Role and tenure: CEO and director since 2018; not independent .
- Leadership structure: Board separates CEO and Chair roles; Independent Chairman is Mark L. Feidler; 9 of 10 nominees are independent (mitigates CEO/Chair dual-role concerns) .
- Committees: CEO serves on no committees; all standing committees are fully independent; Compensation Committee: Robert D. Marcus (Chair), Mark L. Feidler, G. Thomas Hough, Melissa D. Smith .
- Attendance: All directors attended at least 75% of Board and committee meetings in 2024 .
- Outside boards policy: CEO limited to two other public boards; he serves on one (NCR Atleos) .
Performance & Track Record (selected metrics)
| Metric | 2018 | 2024 | Notes |
|---|---|---|---|
| Revenue | ~$3.4B | $5.68B | Record revenue in 2024; ~9% CAGR since 2018 |
| Free Cash Flow | — | ~$813M | 2024 FCF; +58% YoY |
| Vitality Index (NPIs) | — | 12% | Above 10% long-term target |
| Cloud delivery | — | ~85% of revenue | Cloud migrations enabled decommissioning of 36 data centers |
Compensation Structure Analysis (alignment signals)
- Pay mix: 89% of CEO’s 2024 target total direct compensation was variable/at‑risk; 80% of LTI is performance‑based (PS and options); RSUs vest after 3 years, PS subject to 12‑month post‑vest holding .
- Metrics rigor: CEO AIP tied 100% to corporate financials (Adjusted EPS, Operating Revenue); PS tied to Relative TSR vs S&P 500 and multi‑year Adjusted EBITDA; TSR cycle capped at 100% if absolute TSR < 0 .
- Outcomes: Below‑target PS payouts for 2022 cohorts (TSR 68.61%, EBITDA 61.7%) demonstrate down‑side sensitivity when performance lags broader market .
- Best practices: No tax gross‑ups (other than limited relocation/foreign tax), double‑trigger CIC, anti‑hedging/pledging, enhanced clawback including reputational harm .
- Shareholder feedback: Program stability and alignment affirmed by 91% Say‑on‑Pay support in 2024; core design retained for 2024/2025 .
Risk Indicators & Red Flags
- Related-party transactions: None reported for 2024 beyond standard compensation arrangements .
- Hedging/pledging: Prohibited; none reported .
- Option repricing: Not permitted .
- CIC economics: Material equity acceleration drives scenario value; estimated CIC total $74.3M at 12/31/24 (driven largely by equity) .
- Trading controls: Rule 10b5‑1 plan requirements and incident escalation procedures in place .
Equity Overhang/Vesting Schedules (select data)
- CEO 2024 option grants: premium‑priced options at 110% and 120% of $249.18 (Feb 9, 2024 close) .
- Outstanding/exercisable options: 229,244 exercisable as of Mar 7, 2025 .
- RSU vesting: Annual LTI RSUs cliff‑vest at three years .
- Retirement treatment (CEO): RSUs immediately vest; premium‑priced options continue to vest for remaining term; PS remain eligible .
Employment & Contracts (retention risk)
- Non‑CIC termination: Table shows no cash severance; equity treatment per award agreements—reduces “cash parachute” outside CIC .
- CIC protection: 3x salary+target bonus with full equity vesting (double‑trigger), which can be retention‑supportive through transaction uncertainty .
- Non‑compete/non‑solicit: Not specifically disclosed in the cited excerpts; equity and deferral features provide meaningful retention hooks .
Investment Implications
- Alignment and reduced near‑term selling pressure: CEO maintains significant skin‑in‑the‑game with 132k+ owned shares, 229k+ exercisable options, and >$61M of deferred PSUs/RSUs payable only in stock over a decade post‑tenure; anti‑hedging/pledging and RSU/PS holding policies further align interests .
- Pay for performance linkage: AIP purely financial and PS tied to Relative TSR and multi‑year EBITDA led to below‑target vesting on 2022 awards (TSR 68.61%, EBITDA 61.7%), demonstrating downside sensitivity when relative performance lags, despite record revenue growth .
- Governance mitigants to dual-role risks: Independent Chair structure, fully independent committees, and CEO’s absence from committees reduce governance risk from CEO’s board seat; broad director independence (9/10) supports oversight .
- Retention vs. parachute balance: Outside CIC, no cash severance is shown and equity vests per plan; in CIC, double‑trigger 3x cash and full equity vesting provide stability in strategic events. Combined with long‑dated equity deferrals, retention risk appears moderate near term but CIC outcomes can be sizable due to equity acceleration .
- Execution track record: Revenue grew from ~$3.4B (2018) to $5.68B (2024), with cloud migration (~85% of revenue) and innovation (12% Vitality Index). Continued macro sensitivity (mortgage/hiring) and below‑target TSR PSU outcomes underscore execution risk relative to market benchmarks .
Citations: All bracketed references are to Equifax Inc. 2025 DEF 14A (published 2025-03-28).