TransUnion
For the period ended May 2, 2024. Filed Mar 21, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 2, 2024 · Filed Mar 21, 2024
Contents
PROXY STATEMENT SUMMARY
This proxy statement summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement and our 2023 Annual Report (which includes our 2023 Form 10-K) carefully before voting.
Annual Meeting of Stockholders
| Time and Date: Thursday, May 2, 2024 at12:00 p.m. Central Daylight Time | Record Date: March 7, 2024 | Virtual Meeting Access: www.virtualshareholdermeeting.com/TRU2024 |
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Voting: Stockholders as of the record date are entitled to vote. We urge you to vote before the meeting.
| Vote by Internet at http://www.proxyvote.com | Vote by telephone at 1-800-690-6903 |
| Vote by mail by completing and returning your proxy card or voter instruction card | Vote your shares during the Annual Meeting at www.virtualshareholdermeeting.com/TRU2024 |
Voting Matters
| Agenda Item | Board VoteRecommendation | PageReference |
|---|---|---|
| 1. Election of Directors The Board recommends the election of each of the eleven director nominees for a one-year term. | FOR each Director Nominee | 37 |
| 2. Ratification of Appointment of PricewaterhouseCoopers LLP as TransUnion’s Independent Registered Public Accounting Firm The Board is asking stockholders to ratify the selection of PricewaterhouseCoopers LLP as TransUnion’s Independent Registered Public Accounting Firm for fiscal year 2024. | FOR | 40 |
| 3. Advisory Vote to Approve the Compensation of TransUnion’s Named Executive Officers The Board is asking stockholders to approve, on a non-binding advisory basis, the compensation of TransUnion’s named executive officers as disclosed in this proxy statement. | FOR | 43 |
| 4. Approval of TransUnion Second Amended and Restated 2015 Omnibus Incentive Plan The Board is asking stockholders to approve the amendment and restatement of TransUnion’s Amended and Restated 2015 Omnibus Incentive Plan (the “Amended 2015 Plan”) to, among other things, increase the number of shares authorized for issuance by 4 million shares and extend the term of the plan through the tenth anniversary of the effective date of such amendment and restatement. | FOR | 44 |
| 5. Approval of an Amendment to the TransUnion 2015 Employee Stock Purchase Plan, as Amended and Restated The Board is asking stockholders to approve an amendment to TransUnion’s 2015 Employee Stock Purchase Plan, as Amended and Restated (the “ESPP”), to increase the number of shares authorized for issuance by 3 million shares. | FOR | 54 |
Submitting Questions During the Annual Meeting
We are committed to ensuring, to the extent possible, that stockholders will be afforded the ability to participate at the virtual meeting similarly to how they would participate at anin-person meeting. As part of the Annual Meeting, we will answer questions following the presentation of each proposal to be voted on at the Annual Meeting, and will hold a live, online Q&A session, during which we intend to answer questions submitted before or during the Annual Meeting, as time permits. Questions must be confined to matters properly before the Annual Meeting and of general Company concern. We reserve the right to edit profanity or other inappropriate language, or to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. We kindly ask stockholders not to ask more than two questions in order to allow us to answer questions from as many stockholders as possible. Questions may be submitted during the Annual Meeting throughwww.virtualshareholdermeeting.com/TRU2024.
Technical Assistance During the Annual Meeting
If you encounter any difficulties accessing the virtual meeting during thecheck-in or meeting time, please call the technical support number that will be posted on the login page atwww.virtualshareholdermeeting.com/TRU2024. Please check in beginning at 11:45 a.m. Central Daylight Time on May 2, 2024, the day of the Annual Meeting, so we may address any technical difficulties before the Annual Meeting.
Corporate Governance Highlights
The Board is responsible for overseeing our assets and business affairs in an honest, fair and ethical manner driven by comprehensive corporate governance principles, including the following:
| Governance Highlights | |
|---|---|
| Majority voting for directors Declassified Board of Directors No supermajority voting provisions Clawback policy Stock ownership guidelines for executives and directors 9 of 11 director nominees are independent 45% of director nominees self-identify as women or from traditionally underrepresented racial/ethnic groups | No poison pill Independent Audit, Compensation and Nominating and Corporate Governance (“NCG”) Committees Mandatory retirement age of 75 for directors (subject to waiver) No pledging or hedging of TransUnion stock Active stockholder engagement Robust director nominee selection process Bylaws include proxy access provision |
Director Nominees – Key Facts
The following table provides summary information about each director nominee. More detailed information about each director nominee’s background, skill set and experience can be found beginning on page 22.
| Name and Occupation · Age(1) · DirectorSince · Independent · Committee Membership · Other PublicCompany Boards | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| A · C · N · M · R · T · E | |||||||||||
| George M. Awad Principal, Gibraltar Capital Corporation | 63 | 2013 | ☑ | ● | C | ● | — | ||||
| William P. (Billy) Bosworth Operating Managing Director, Vista Equity Partners | 54 | 2020 | ☑ | ● | C | — | |||||
| Christopher A. Cartwright President & Chief Executive Officer, TransUnion | 58 | 2019 | ● | — | |||||||
| Suzanne P. Clark President and CEO, U.S. Chamber of Commerce | 56 | 2017 | ☑ | ● | C | AGCO Corporation | |||||
| Hamidou Dia VP, Global Head of Generative AI, Google Cloud | 59 | 2022 | ☑ | ● | ● | — | |||||
| Russell P. Fradin Operating Partner, Clayton, Dubilier & Rice | 68 | 2018 | ☑ | C | C | ● | ● | Hamilton Insurance Group, Ltd. | |||
| Charles E. Gottdiener CEO, Anaplan, Inc. | 59 | 2022 | ● | ● | ● | — | |||||
| Pamela A. Joseph CEO and Executive Chair, Xplor Technologies | 65 | 2015 | ☑ | ● | ● | ● | C | Paychex, Inc. Adyen N.V. | |||
| Thomas L. Monahan, III CEO, Heidrick and Struggles, Inc. | 57 | 2017 | ☑ | C | ● | ● | Heidrick and Struggles, Inc. | ||||
| Ravi Kumar Singisetti(2) CEO, Cognizant Technology Solutions Corporation | 52 | 2022 | ☑ | ● | ● | Cognizant Technology Solutions Corporation | |||||
| Linda K. Zukauckas Former CFO, Nielsen Holdings | 62 | 2023 | ☑ | ● | — | ||||||
| (1) The age indicated for each director is as of March 7, 2024. (2) Mr. Singisetti is also interchangeably referred to herein as “Ravi Kumar” or “Mr. Kumar”. | Key: A – Audit Committee C – Compensation Committee N – Nominating and Corporate Governance Committee M – Mergers, Acquisitions and Integration Committee R – Risk and Compliance Committee T – Technology Committee E – Executive Committee C – Committee Chairperson ● – Committee Member |
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Executive Compensation Highlights
Executive Compensation Philosophy
Our executive compensation program is based on a philosophy that aligns the interests of our executives and stockholders. The following are key objectives of our compensation philosophy:
| • | Attract, motivate and retain highly experienced executives who are vital to our short- and long-term success, profitability and growth; |
| • | Align the focus of our executives with the interests of our stockholders by rewarding executives for the achievement of strategic goals that successfully drive our strategy, operations and business performance, thereby enhancing stockholder value; |
| • | Differentiate rewards based on actual individual performance while also rewarding executives for our overall results; and |
| • | Discourage unnecessary and excessive risk-taking. |
Strong Stockholder Support
Our most recent Say-on-Pay vote was held at our 2023 Annual Meeting of Stockholders, and received 95.7% stockholder support. We believe this strong Say-on-Pay vote outcome demonstrates stockholder support for our executive compensation program.
Executive Compensation Payouts are Aligned with our Named Executive Officers’ (“NEOs”) and the Company’s Performance During 2023
| • | Our NEOs’ 2023 annual incentive payouts were between 38.0%-57.5% of target resulting from below target performance achievement on all three performance measures: Defined Consolidated Adjusted EBITDA, Defined Consolidated Revenue and Defined Adjusted Diluted Earnings per Share. |
| • | Our 2021 PSU (as defined below) performance total weighted payout was 100.0% of target resulting from above target performance achievement on Cumulative Adjusted EBITDA (30% weighting) and Cumulative Revenue (20% weighting) and below target performance on Relative TSR (as defined below) (50% weighting). |
Target Compensation Mix is Linked to Company Performance and Aligned with Stockholders’ Interests
| • | 91% of our CEO’s 2023 target compensation and 81% of our other NEOs’ 2023 target compensation is “at-risk” based on Company and share price performance. |
| • | 77% of our CEO’s 2023 target compensation and 62% of our other NEOs’ 2023 target compensation is based on long-term incentives aligned with stockholders. |
| CEO TARGET PAY MIX | ALL OTHER NEOS’ TARGET PAY MIX |
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See “Compensation Discussion and Analysis” on page 58 and “Executive Compensation” on page 79 for additional details on our executive compensation programs.
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