Melissa D. Smith
EQUIFAXAbout Melissa D. Smith
Independent director of Equifax since 2020; age 56. Chair and CEO of WEX Inc. (CEO since 2014; Chair since 2019) with prior decade as WEX CFO; began career at Ernst & Young LLP. Serves on Equifax’s Compensation and Governance Committees; independence affirmed by the Board under NYSE and SEC standards . All director nominees (including Smith) attended at least 75% of Board/committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WEX Inc. | Chief Executive Officer | 2014–present | Led strategic growth, major acquisitions, technology investments, global expansion |
| WEX Inc. | Board Chair | 2019–present | Oversees board governance and strategic direction |
| WEX Inc. | Chief Financial Officer | 10 years (prior to CEO) | Spearheaded IPO; deep finance leadership |
| Ernst & Young LLP | Auditor | Early career (pre‑1997) | Audit and financial foundations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| WEX Inc. (NYSE: WEX) | Chair & CEO | Chair since 2019; CEO since 2014 | Other public company directorship listed for Equifax bio |
| MaineHealth | Board of Trustees | Current | Non‑profit governance |
Board Governance
- Committee assignments: Compensation Committee member and Governance Committee member .
- Committee activity (2024): Compensation Committee held 6 meetings; Governance Committee held 6 meetings; full Board held 4 meetings (Smith attended ≥75% of applicable meetings) .
- Independence: Board determined all nominees other than the CEO are independent under NYSE/SEC and company guidelines .
- Shareholder engagement: Post‑2024 AGM, Equifax engaged investors representing ~65% of shares; directors met with investors representing ~50% of shares; Independent Chair and Compensation Chair led several meetings .
- Governance structures supporting effectiveness: Independent Board Chair; annual board/committee self‑evaluations; director orientation and continuing education (including annual cybersecurity updates) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Increased to $100,000 effective Jan 1, 2025 |
| Compensation Committee member fee | $12,500 | Applies to non‑chair members |
| Governance Committee member fee | $10,000 | Applies to non‑chair members |
| Total cash paid to Melissa D. Smith (2024) | $112,500 | Matches retainer + committee fees |
- No per‑meeting fees; Equifax compensates via retainers to emphasize advisory role and judgment .
Performance Compensation
| Equity Award | Grant Date | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU (director LTI) | May 2, 2024 | $200,030 | Vests one year after grant | RSUs accrue dividend equivalents; annual value generally $200k (increased to $220k effective Jan 1, 2025) |
- New director one‑time RSU grant is $200,000, vesting after three years; not applicable to Smith in 2024 (applied to Barbara Larson) .
- Deferred compensation elections for directors are available under the Board of Directors Deferred Compensation Plan (2022) for cash/stock retainer fees; paid in deferred stock with dividend equivalents and flexible distribution schedules .
Other Directorships & Interlocks
| Company | Relationship to Equifax | Potential Interlock/Conflict |
|---|---|---|
| WEX Inc. | Smith is Chair & CEO | Equifax disclosed no related person transactions ≥$120,000 in 2024; Board independence affirmed |
- Outside board service limits: Equifax policy limits outside directors to three other public company boards, mitigating overboarding risk .
Expertise & Qualifications
- Executive leadership and operations: Long‑tenured CEO and Chair with multi‑year revenue growth track record at WEX .
- Strategy, data & analytics: Led technology investments and international expansion; data‑driven fintech background .
- Accounting & finance: Former CFO for a decade; initial audit training at EY .
Equity Ownership
| Holding Type | Amount | Notes |
|---|---|---|
| Shares owned | 5,420 | Includes 1,586 shares in a trust |
| Exercisable stock options | 0 | |
| Deferred share equivalent units | 0 | |
| Unvested RSUs (excluded from “owned”) | 894 | Annual director grant contingent rights; no voting rights |
| % of outstanding shares | <1% | Star indicates less than one percent |
- Ownership guidelines: Each independent director must own Equifax stock equal to ≥5x annual cash retainer; new directors have five years to comply .
- Alignment safeguards: Anti‑hedging and anti‑pledging policy for directors; none of the reported shares were pledged or hedged .
Governance Assessment
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Strengths
- Independent director with deep CEO/CFO experience; serves on Compensation and Governance committees overseeing executive pay, succession, board evaluations, and shareholder engagement .
- Strong attendance; Board conducts rigorous self‑evaluation and director education, including cybersecurity training .
- Robust shareholder rights and engagement (e.g., proposal to eliminate supermajority voting; extensive outreach) .
- Alignment policies: 5x retainer ownership guideline; anti‑hedging/pledging; no related‑party transactions disclosed for 2024 .
-
Watch items
- Sitting CEO role at WEX implies significant external demands; Equifax mitigates overboarding risk via a cap of three other public company boards for outside directors .
- Monitor for any future Equifax–WEX transactions; 2024 disclosed none meeting related‑party thresholds .
-
Compensation context signal
- 2024 Say‑on‑Pay support ~91%, indicating investor comfort with compensation governance overseen by the Compensation Committee (of which Smith is a member) .
- Compensation Committee disclosed use of an independent consultant and performance‑oriented pay philosophy for executives (committee report lists Smith as a member) .
-
Compliance
- Section 16(a) filings: Company believes 2024 filings were timely for directors, with one late Form 4 for an executive (Todd Horvath) due to administrative error; no late filings noted for Smith .