TransUnion (TRU) DEF 14ADefinitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☑                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

TransUnion

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

March 30, 2022

Dear Fellow Stockholders:

I am pleased to invite you to join our Board of Directors and senior leadership for our 2022 Annual Meeting of Stockholders (Annual Meeting), which will be held on Wednesday, May 11, 2022, at 12:00 p.m. Central Daylight Time. Our Annual Meeting will be a virtual meeting of stockholders, which will be conducted via live audio webcast.

The attached Notice of Annual Meeting of Stockholders and proxy statement will serve as your guide to the business to be conducted at the meeting. We are mailing a Notice of Internet Availability of Proxy Materials (Notice) to our stockholders. We believe the Notice process allows us to provide our stockholders with the information they desire in a timely manner, while saving costs and reducing the environmental impact of our Annual Meeting. The Notice contains instructions on how to access our 2021 Annual Report (which includes our 2021 Form 10-K), proxy statement and proxy card over the Internet, as well as instructions on how to request a paper copy of the materials, if desired.

Your vote is very important to us. We encourage you to sign and return your proxy card and/or vote by telephone or via the Internet following the instructions on the Notice as soon as possible, so that your shares will be represented and voted at the Annual Meeting. Instructions on how to vote are on page 10.

We urge you to read the accompanying proxy statement carefully and to vote FOR the director nominees proposed by the Board of Directors and FOR the other proposals in accordance with the recommendations of the Board of Directors.

On behalf of your Board of Directors, thank you for your confidence in TransUnion. We look forward to your continued support.

Chris Cartwright

President and CEO

555 West Adams Street

Chicago, Illinois 60661

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on Wednesday, May 11, 2022

12:00 p.m. Central Daylight Time

The 2022 Annual Meeting of Stockholders of TransUnion (Annual Meeting) will be held at 12:00 p.m. Central Daylight Time on Wednesday, May 11, 2022. We believe that a virtual meeting provides expanded access, improved communication and cost savings for our stockholders and TransUnion. Stockholders will be able to attend and listen to the Annual Meeting live, submit questions and vote their shares electronically at the Annual Meeting from virtually any location around the world. In order to attend and vote at the Annual Meeting, please follow the instructions in the section titled “Questions and Answers About the Annual Meeting” beginning on page 7.

We are holding the Annual Meeting for the following purposes:

The close of business on March 17, 2022 is fixed as the record date for the determination of stockholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof. A complete list of such stockholders will be available for examination, by any stockholder, at our offices in Chicago, Illinois during normal business hours for a period of ten days before the Annual Meeting. Please contact our Corporate Secretary, Rachel W. Mantz, at (312) 985-2000 if you wish to inspect the list of stockholders before the Annual Meeting. The stockholder list will also be available during the virtual Annual Meeting for examination by any stockholder at www.virtualshareholdermeeting.com/TRU2022.

We are pleased to take advantage of the U.S. Securities and Exchange Commission’s “Notice and Access” rule that allows us to provide stockholders with notice of their ability to access proxy materials via the Internet. Under this process, on or around March 30, 2022, we will begin mailing a

Notice of Internet Availability of Proxy Materials (Notice) to certain of our stockholders informing them that our proxy statement, 2021 Annual Report (which includes our 2021 Form 10-K) and voting instructions will be available on the Internet as of the same date. The proxy statement will also be made available to all other stockholders on or around March 30, 2022. As more fully described in the Notice, all stockholders may choose to access our proxy materials via the Internet or may request printed materials.

By order of the Board of Directors,

Rachel W. Mantz

Senior Vice President, Deputy General

Counsel and Corporate Secretary

March 30, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

The Notice of the 2022 Annual Meeting, the proxy statement and our 2021 Annual Report

(which includes our 2021 Form 10-K) are available at: www.proxyvote.com

2022 Proxy Statement Contents

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TransUnion

555 West Adams Street

Chicago, Illinois 60661

(312) 985-2000

www.transunion.com

PROXY STATEMENT

For the 2022 Annual Meeting of Stockholders

We are furnishing you this proxy statement in connection with the solicitation of proxies by our Board of Directors (or “Board”) to be voted at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of TransUnion, a Delaware corporation, sometimes referred to as the “Company,” “we,” “us” or “our.” The Annual Meeting will be held on Wednesday, May 11, 2022 at 12:00 p.m. Central Daylight Time virtually, via live audio webcast. You will be able to attend and listen to the Annual Meeting live, submit questions and vote your shares electronically at the Annual Meeting. In order to attend and vote at the Annual Meeting, please follow the instructions in the section titled “Questions and Answers About the Annual Meeting” beginning on page 7.

In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), we are providing our stockholders access to our proxy materials and other Annual Meeting materials on the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be mailed to our stockholders on or about March 30, 2022, unless a stockholder has previously requested printed materials. Stockholders will have the ability to access the proxy materials and our 2021 Annual Report (which includes our 2021 Form 10-K) on a website referred to in the Notice or request a printed set of the proxy materials to be sent to them by following the instructions in the Notice. The Notice contains instructions on how you can vote on the Internet or by telephone. You will need the 16-digit control number provided on the Notice or your proxy card (if applicable) to vote.

The Notice also provides instructions on how to inform us to send future proxy materials to you electronically by e-mail or in printed form by mail. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail or mail will remain in effect until you terminate it.

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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 2021 Annual Report (which includes our 2021 Form 10-K) carefully before voting.

Annual Meeting of Stockholders

Time and Date:		Wednesday, May 11, 2022 at 12:00 p.m. Central Daylight Time
Virtual Meeting Access:		www.virtualshareholdermeeting.com/TRU2022
Record Date:		March 17, 2022
Voting:		Stockholders as of the record date are entitled to vote.
		Vote by Internet at http://www.proxyvote.com
		Vote by telephone at 1-800-690-6903
		Vote by completing and returning your proxy card or voter instruction card
		Vote your shares at www.virtualshareholdermeeting.com/TRU2022 on the day of and during the Annual Meeting
		We urge you to vote before the meeting.

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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:

Board of Directors – Key Facts

The following table provides summary information about each of our directors. More detailed information about each director’s background, skill set and experience can be found beginning on page 19.

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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:

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Strong Stockholder Support

Our most recent Say-on-Pay vote was held at our 2019 Annual Meeting of Stockholders, and received 98.3% support. We believe this strong Say-on-Pay vote outcome demonstrates stockholder support for our executive compensation program.

Executive Compensation Reflected our NEOs’ Strong Performance and the Company’s Performance During 2021

Target Compensation Mix is Linked to Company Performance and Aligned with Stockholders

CEO TARGET PAY MIX

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ALL OTHER NEOS’ TARGET PAY MIX

See “Compensation Discussion and Analysis” on page 41 and “Executive Compensation” on page 64 for additional details on our executive compensation programs.

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

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CORPORATE GOVERNANCE AND RELATED MATTERS

General

Our Board of Directors directs the management of our business and affairs, and also manages our business on behalf of our stockholders. The Board and management recognize that the interests of TransUnion are advanced by responsibly addressing the concerns of multiple constituencies, including employees, consumers, customers and the communities in which we operate. Our Corporate Governance Guidelines support the Board in its oversight role and in fulfilling its obligation to stockholders.

Our Corporate Governance Guidelines address, among other things:

The NCG Committee regularly reviews our Corporate Governance Guidelines and recommends modifications of these guidelines to the Board when appropriate, including when NYSE and SEC regulations require changes. In February 2022, our Board approved recommendations from the NCG Committee to modify our Corporate Governance Guidelines, including to specify the Board’s commitment to actively seek out highly qualified women and individuals from minority groups to include in the pool from which new Board candidates are chosen.

You can find our Corporate Governance Guidelines on our Investor Relations website, www.transunion.com/tru, on the “Leadership and Governance” page.

Company Structure; Board Composition

TransUnion was formed by affiliates of Goldman, Sachs & Co. LLC and Advent International Corporation on February 15, 2012. Our stock trades on the New York Stock Exchange under the ticker “TRU.”

Our Third Amended and Restated Certificate of Incorporation provides for a phased de-classification of our Board of Directors, which will be complete at our Annual Meeting. At the Annual Meeting, all director nominees elected by our stockholders will be elected to hold office for a term of one year, or until their successors are duly elected and qualified, thereby terminating the classification of our Board.

Board Leadership Structure and Role of Board in Risk Oversight

Our Board of Directors is currently led by Ms. Pamela Joseph, our Non-Executive Chairperson. Whenever the Chairperson of the Board is also the CEO or is a director who does not otherwise qualify as an “independent director,” the independent directors will elect from among themselves a Lead Director of the Board. Following nomination by the NCG Committee, each independent director will be given the opportunity, by secret ballot, to vote in favor of a Lead Director nominee or to write in a candidate of his or her own. The Lead Director will be elected by a plurality and will serve until the Board meeting immediately following the next annual meeting of stockholders, unless otherwise determined by the Board. Since the CEO position is currently separate from our Chairperson position, we do not have a Lead Director at this time.

We believe that the separation of the Chairperson and the CEO roles is appropriate for us at this time. The Board believes that this leadership structure is appropriate because it strikes an effective balance between management

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and independent director participation in the Board process. The Non-Executive Chairperson role allows our President and CEO to focus on his management responsibilities in leading the business, setting our strategic direction and optimizing our performance and operations. At the same time, the Non-Executive Chairperson can focus on Board leadership, provide guidance to the CEO, and focus on corporate governance and our overall business strategy. The Board believes that the separation of functions between the CEO and the Non-Executive Chairperson of the Board provides independent leadership of the Board in the exercise of its oversight responsibilities, increases the accountability of the CEO and creates transparency into the relationship among executive management, the Board and our stockholders.

The Board of Directors has extensive involvement in the oversight of risk management related to TransUnion and our business and accomplishes this oversight through regular reporting to the Board by the Audit and Compliance and TPC Committees. The Audit and Compliance Committee represents the Board by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the oversight of administrative and financial and disclosure controls, and our compliance with legal and regulatory requirements. Through its regular meetings with management, including the finance, legal, compliance and internal audit functions, the Audit and Compliance Committee reviews and discusses all significant areas of our business and summarizes for the Board areas of compliance risk and appropriate mitigating factors. The TPC Committee advises the Board with respect to our information and cybersecurity profile, vulnerabilities, mitigants and related risks. In addition, our Board receives periodic detailed operating performance reviews from management.

Director Independence

Our Board of Directors has affirmatively determined that each of Mses. Clark and Joseph, Dr. Awad and Messrs. Bosworth, Fradin, Monahan and Prozes has no material relationship with the Company and qualifies as an independent director under the standards established by NYSE, as currently in effect.

In making that determination, the Board considered all relevant facts and circumstances, including the director’s commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, and applied the following standards under NYSE rules, which provide that a director will not be considered independent if he or she:

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The purpose of the independence review by our Board is to determine whether any such relationships or transactions were material and, therefore, inconsistent with a determination that the director or director nominee is independent. Mr. Kermit R. Crawford, who served as a director until his resignation, effective December 31, 2021, and Mr. Siddharth N. (Bobby) Mehta, who served as a director until his resignation, effective December 31, 2021, were each deemed to be independent under the NYSE rules. As a result of its review of our nominees for director, the Board determined that Mses. Clark and Joseph, Dr. Awad and Messrs. Bosworth, Fradin, Monahan and Prozes are independent under NYSE rules. There are no family relationships between any of the nominees for director or between any nominee and any executive officer of our Company.

Mandatory Retirement

Any director who reaches age 75 while in office must resign when he or she reaches the age of 75. A director elected to the Board before his or her 75th birthday may continue to serve until the later of (1) the expiration of the director’s then-current term and (2) the annual stockholders’ meeting coincident with or next following his or her 75th birthday. On the recommendation of the NCG Committee, the Board may waive this requirement as to any director if it deems such waiver to be in the best interests of the Company. On the recommendation of the NCG Committee, the Board approved a one-year waiver of the Board’s mandatory retirement policy to permit Mr. Prozes’ nomination at the 2022 Annual Meeting of Stockholders to serve an additional term as a director.

No Term Limits

The Board believes we benefit from the service of directors who have developed, through valuable experience over time, an increasing insight into the Company and its operations. The NCG Committee will review periodically the appropriateness of each director’s continued service.

Stockholder Engagement

We employ a broad stockholder engagement program that provides management and our Board with valuable insight and feedback from investors throughout the year. During 2021, senior management engaged with stockholders representing more than 55% of our outstanding common stock and with more than 70% of actively managed shares. Throughout the year, we also reached out to some of our largest stockholders to specifically understand their environmental, social and governance-related expectations.

Communications with Directors

We have established a process for communications with directors. All interested parties (including our stockholders) who would like to communicate with, or otherwise make his or her concerns known directly to the chairperson of any of our Board committees, or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to the Executive Vice President, Chief Legal Officer (Heather Russell, heather.russell@transunion.com), 555 West Adams Street, Chicago, Illinois 60661, who will forward such communications to the appropriate party. Such communications may be made confidentially or anonymously.

Meetings and Meeting Attendance

During 2021, each of our directors attended at least 75% of the Board and Board committee meetings on which he or she served (held during the period that such director served). Our Board of Directors met 13 times during 2021. Directors are expected to attend our annual stockholders’ meeting. For our 2021 Annual Meeting of Stockholders, all members of our Board who were then-serving attended the meeting.

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Sustainability Overview

We are dedicated to making meaningful, positive contributions to the world and the communities we serve. We are making an impact through our commitments in advancing underrepresented people, enabling life-changing access to credit in mature and emerging markets, and using trended data to help consumers improve their access to credit.

Sustainability Oversight

The NCG Committee oversees our Sustainability Program. The NCG Committee meets on a quarterly basis to evaluate environmental, social and governance (“ESG”) issues and progress, among other matters. Our leadership’s vision on sustainability, in turn, guides the strategic direction of our sustainability program.

Determining Materiality

We focus our ESG efforts on issues that are most important to our business and to our key stakeholders. In 2021, we conducted our first global ESG materiality assessment, which confirmed the importance of cybersecurity, privacy, and corporate governance to the continued success of our business. The assessment also confirmed the importance of TransUnion continuing to focus efforts on enhancing financial inclusion, employee wellness, diversity, equity and inclusion, and climate change.

Sustainability Program

We maintain a sustainability program on the ESG issues most material to our business and measure our progress in these areas.

Financial Inclusion

Our business, at its core, is grounded in increasing financial inclusion and economic opportunity. As a pioneer in alternative and trended credit data, TransUnion leverages the data assets it stewards to help create a more robust picture of consumers whose credit risk can be difficult to accurately assess using only traditional methods. We also foster consumer empowerment, engagement, and education through our various partnerships, credit monitoring tools, and charitable contributions. We underpin our financial inclusion efforts with policy advocacy.

Security, Governance & Compliance

We maintain robust security, governance and compliance programs to ensure alignment with the requirements of our industry and to uphold our high standards.

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People, Social Innovation & Communities

Our passionate, highly trained employees bring their experience, perspective and creativity to their teams around the world. We support our employees by providing competitive benefits and development opportunities. This year continued to present challenges for our employees and communities, but we further expanded our programming to meet growing demands to address racial inequity and the effects of the COVID-19 pandemic. Our workforce is comprised of approximately 10,200 knowledgeable and passionate employees around the world.

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We value our people and communities, and work diligently to provide expanded opportunities in and outside the workplace. We are dedicated to providing a welcoming, diverse, inclusive and growth-oriented work environment that enables all our people to reach their full potential. We also strive to expand just and equitable economic inclusion of all communities, providing the foundation for enhanced quality of life.

Environmental Footprint

We are committed to reducing our environmental impact through efficiency and resource use reduction. The greatest impact we have on the environment comes from our data centers and resources consumed for our offices.

We seek to limit our environmental footprint and support responsible resource use. Reducing our energy and resource use lowers our operational costs and climate change impact, helping to ensure the well-being of our communities and our associates. More information on our sustainability practices is available in our 2021 Annual Report and our forthcoming 2021 Sustainability Report.

Considerations for Board Nominees

When considering whether directors and nominees have the experience, qualifications, attributes and skills to enable our Board of Directors to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focused primarily on each person’s background and experience as reflected in the information discussed below in the section titled “Background and Experience of Directors” and each of the directors’ individual biographies. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

While the Board has not established mandatory minimum qualifications that a potential director nominee must possess, our Corporate Governance Guidelines were recently amended to reflect the NCG Committee’s and the Board’s commitment to actively seeking out highly qualified women and individuals from minority groups to include in the pool from which new Board candidates are chosen. Each individual will be evaluated in the context of the Board as a whole, with the objective of recommending a group that can best perpetuate the success of our business. The NCG Committee will evaluate the effectiveness of this policy by continuing to review the makeup of our Board, including women and ethnically and racially diverse directors and nominees. As part of our commitment to diversity, our Board of Directors has made a formal commitment to nominate, prior to December 31, 2022, at least one racially or ethnically diverse director to serve as a member of the Board.

The NCG Committee also considers diversity broadly to include differences of professional experience, viewpoint, individual characteristics, qualities and skills, resulting in naturally varying perspectives among the directors. Important individual qualifications for our directors include strength of character, mature judgment,

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familiarity with our business and industry, independence of thought and an ability to work collegially. The NCG Committee considers candidates with demonstrated skills or experience in the following areas, among others: business or regulatory acumen, industry knowledge and experience, relevant technical skills, relevant career experience, financial experience, and local or community ties.

In identifying qualified candidates for our Board, our NCG Committee reviews candidates’ existing commitments to other businesses and potential conflicts of interest with other pursuits. The NCG Committee evaluates legal considerations, such as antitrust issues, corporate governance background, financial and accounting background, executive compensation background and the size, composition and combined expertise of the existing Board. Our NCG Committee will consider director candidates from many sources, including stockholders. Stockholder recommendations must follow certain procedures under SEC rules and regulations and our bylaws. Any such recommendations must be in writing and delivered to the NCG Committee at the following address: Corporate Secretary, 555 West Adams Street, Chicago, Illinois 60661. The NCG Committee will evaluate all candidates for the Board in the same manner, including those candidates proposed by stockholders.

Background and Experience of Directors

Our director nominees reflect a wide range of diverse backgrounds, skills and experiences, ranging from senior governmental experience to several current and former CEOs from varying industries. We believe that identifying the primary skills of our directors provides a meaningful representation of the balance of skills of our Board as a whole. Our directors’ diverse viewpoints and unique experiences enhance the quality of our Board’s discussions and the ability to execute on our business strategy.

The table below, which is current as of March 17, 2022, highlights the experience and skills that we believe are material to the success of TransUnion and are based on the findings from our ongoing stockholder engagement efforts.

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Director Biographies

The specific experience and qualifications of each our director nominees is described below. If a skill is not listed for an individual director that does not necessarily signify a director’s lack of qualification or experience in a particular area. The age indicated for each of our director nominees is as of March 17, 2022. All nine directors will be seeking election at our Annual Meeting. See “Proposal 1: Election of Directors” for more information.

Qualification Highlights

Dr. George M. Awad is the founder and principal of Gibraltar Capital Corporation, which he founded in 2011. Gibraltar Capital Corporation is a wealth management and advisory firm providing investment and business advice to wealthy, internationally-based families. He is a highly accomplished executive with exceptional operating experience in running large, global businesses across the full suite of consumer financial services products, including senior leadership roles with GE Capital from 1988 to 2006 and Citigroup, Inc. from 2006 to 2011, with a focus on domestic and global markets. Most recently, Dr. Awad served as CEO, Consumer Finance for Citigroup, with prior positions as CEO, North America Cards and CEO, Global Consumer Group EMEA. Dr. Awad acted as the interim CEO and President of Walter Investment Management Corp. from June to September 2016. He served on its board of directors from June 2016 until 2019 and as the Chairman of the Board from June 2016 through February 2018.

Dr. Awad earned his B.S. from the American University of Beirut, his M.B.A. from the University of Pittsburgh - Katz Graduate School of Business and his Doctorate in Management from Case Western Reserve University.

Qualification Highlights

William P. (Billy) Bosworth has served as the CEO of Dremio Corporation, a privately held company in the data analytics market, since February 2020, and has also served on Dremio Corporation’s board of directors since August 2019. Prior to joining Dremio, Mr. Bosworth served as the CEO of DataStax, Inc., a data management company, from 2011 to 2019. Under his leadership, DataStax was the primary backer of the open source Apache Cassandra project and provider of a mission-critical database to some of the largest brands in the world. From 2005 to 2011, he was a General Manager overseeing the database division at Quest Software, a leading provider of software management solutions. Mr. Bosworth frequently writes and speaks on topics such as data autonomy, open source software, data analytics, and cloud infrastructures. Mr. Bosworth served on the board of directors of Tableau Software, Inc. from 2015 until its acquisition by Salesforce in 2019.

Mr. Bosworth earned his B.S. in Information Science and Data Processing from the University of Louisville.

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Qualification Highlights

Christopher A. Cartwright has served as the President and Chief Executive Officer of TransUnion since May 2019. He joined the Company in August 2013, previously serving as Executive Vice President—U.S. Information Services, where he helped drive TransUnion’s transformation into a global information and insights company as the head of the largest business unit, including providing consumer reports, risk scores, analytical services and decision technology to customers in the U.S. across the financial services, insurance, tenant and employment screening and public sector industries.

Prior to joining TransUnion, Mr. Cartwright was the Chief Executive Officer of Decision Insight Information Group, a portfolio of independent businesses providing real property information, software and services to insurance, finance, legal and real estate professionals in the United States, Canada and Europe. Mr. Cartwright also spent almost 14 years at Wolters Kluwer, a global information services and workflow solutions company, where he held a variety of executive positions of increasing responsibility. Prior to Wolters Kluwer, he was Senior Vice President, Strategic Planning & Operations for Christie’s Inc. and Strategy Consultant for Coopers and Lybrand.

Mr. Cartwright earned his bachelor’s degree in business administration and his master’s in public accountancy from The University of Texas at Austin.

Qualification Highlights

Suzanne P. Clark is currently the President and Chief Executive Officer of the U.S. Chamber of Commerce, where she focuses on strategy, government relations and market innovation in support of the Chamber’s more than 3 million member companies internationally. Ms. Clark was appointed Chief Executive Officer of the U.S. Chamber of Commerce in March 2021, and has served as its President since June 2019. Ms. Clark served as Senior Executive Vice President from January 2017 until June 2019 and as Executive Vice President of the U.S. Chamber of Commerce from September 2014 until January 2017. She was previously the Chief Executive Officer of Potomac Research Group from 2010 through September 2014. Prior to that, she held senior leadership roles with Atlantic Media Company (President of National Journal Group) and American Trucking Associations (Chief of Staff). She has served on the board of AGCO Corporation (NYSE:AGCO) and on its Talent and Compensation Committee (Chair) since April 2017. Ms. Clark also serves on the board of So Others Might Eat, and she previously served on the board of St. Patrick’s Episcopal Day School. She is the former President of International Women’s Forum (Washington chapter), has been honored by Washingtonian Magazine as one of the “100 Most Powerful Women in Washington” and was recognized by Barron’s in the “100 Most Influential Women in U.S. Finance” list.

Ms. Clark earned her B.A. and her M.B.A. from Georgetown University.

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Qualification Highlights

Russell P. Fradin became an operating partner with the private investment firm Clayton, Dubilier & Rice, Inc. (“CD&R”) in 2016. Prior to joining CD&R, Mr. Fradin served as President and CEO at SunGard Data Systems, from 2011 until the company’s acquisition by FIS in 2015. He previously served as the Chairman and CEO of Aon Hewitt, a global leader in human resource solutions. During his tenure, Mr. Fradin oversaw the successful 2010 merger between Aon Consulting and Hewitt Associates, having been CEO of Hewitt since 2006. Additional former roles include CEO of the BISYS Group, and senior executive positions at Automatic Data Processing and McKinsey & Company. He served on the board of Best Buy Co., Inc. from April 2013 until June 2020. Mr. Fradin also serves on the board of Hamilton Insurance Group, Ltd.

Mr. Fradin earned his B.S. in economics from the Wharton School at the University of Pennsylvania and his M.B.A. from Harvard Business School.

Qualification Highlights

Charles E. Gottdiener served as President & Chief Executive Officer of Neustar, Inc. from 2018 until December 2021, following completion of TransUnion’s acquisition of Neustar. Mr. Gottdiener is serving as an Executive Advisor to Mr. Cartwright through March 2022. As President and CEO of Neustar, Mr. Gottdiener helped transform Neustar into a leading global information services and technology company. He has a decades-long track record of leading information services and technology companies, driving innovation in client solutions, increasing revenue and profitability and scaling operations.

Prior to joining Neustar, Mr. Gottdiener served as a Managing Director with Providence Equity Partners where he was Head of Portfolio Operations beginning in 2010, and Chief Operating Officer from 2014 to 2018. He also served as an interim CEO or Board member of several Providence portfolio companies including Blackboard, SRA International, Altegrity, Survey Sampling, VRAD and Ascend Learning. Previously, Mr. Gottdiener spent seven years with Dun & Bradstreet, where he served in a number of strategy and operating leadership roles including as President of the global risk, analytics and internet solutions business. Prior to Dun & Bradstreet, he held several leadership positions in consulting with Boston Consulting Group, CSC Index, Ernst & Young Consulting and Cap Gemini Ernst & Young.

Mr. Gottdiener earned his B.A. in Psychology from Grinnell College, where he also served as a trustee of the College, and his M.B.A. from the Wharton School of the University of Pennsylvania.

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Qualification Highlights

Pamela A. Joseph has served as Chairperson of our Board since May 2020. Ms. Joseph currently serves as the Executive Chair of Xplor Technologies, a cloud-based payment processing platform company, which was created following the merger of Clearent, LLC and Transaction Services Group in 2021. She is also an Operating Partner for Advent International. Ms. Joseph previously served as the Chief Executive Officer of Clearent, a payments processing company, beginning in September 2019.

Ms. Joseph served as the President and Chief Operating Officer of Total System Services, Inc. from May 2016 until September 2017. Ms. Joseph was previously the Vice Chairman of U.S. Bancorp Payment Services and Chairman of Elavon (formerly NOVA Information Systems, Inc.), a wholly-owned subsidiary of U.S. Bancorp, a position she held from 2004 until June 2015. Ms. Joseph serves on the board of directors of Paychex, Inc., a payroll provider (NASDAQ; PAYX), and also serves on its Investment Committee (Chair) and Governance and Compensation Committee. Ms. Joseph also serves on the board of directors of Adyen, N.V., a Netherlands-based payment processor (ADYEN.AS), and serves on its Audit Committee. Ms. Joseph served on the board of directors of TSYS from May 2016 to September 2017.

Ms. Joseph earned her B.S. from the University of Illinois at Urbana-Champaign.

Qualification Highlights

Thomas L. Monahan, III currently serves as the President and CEO of DeVry University, beginning in August 2020. He also founded Norton Street Capital in 2017 and currently serves as Managing Partner. He served as Chairman and Chief Executive Officer of CEB, Inc. (formerly NYSE: CEB) from 2008 until April 2017, and served as CEO beginning in 2005. CEB is a research and analytics firm, which provides data and insights to help people work more effectively. In his 21 years at CEB, Mr. Monahan led significant global growth and digitization of product delivery. Previously, he worked at Deloitte and Andersen Consulting. He is a former member of the CEB board and served as a member of the board of Convergys Corporation (NYSE:CVG) from 2008 through 2018.

Mr. Monahan earned his B.A. from Harvard University and his M.B.A. from New York University.

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Qualification Highlights

Andrew Prozes served as the Chief Executive Officer of LexisNexis and on the board of directors of Reed Elsevier PLC from 2000 until December 2010. Prior to joining Reed Elsevier, Mr. Prozes served as Executive Vice President and Chief Operating Officer of West Group, part of the Thomson Reuters Corporation, from 1997 to 2000. From 1988 to 1996, he served as President of Southam’s City Newspapers and was responsible for thirteen daily newspapers and Southam’s business information. Mr. Prozes served as a director of Cott Corporation from 2005 until May 2018 and chaired its Human Resources and Compensation Committee. He is the Executive Chairman of Mistplay and currently serves on the board of directors of Scribestar Limited, Fiizy, Prove (formerly known as Payfone), nanopay, CombateaFraude, Pipl, JusBrasil, and a number of other private for-profit and not-for-profit boards. Mr. Prozes is a past Chairman of The U.S. Information Industry Association and has served on the boards of the Information Technology Association of Canada and the Canadian Newspaper Association. He is a board trustee of Freedom House in Washington, D.C.

Mr. Prozes earned his B.A. from the University of Waterloo and his M.B.A. from York University.

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Board Committees

The standing committees of our Board of Directors consist of an Audit and Compliance Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, a Technology, Privacy and Cybersecurity Committee, a Mergers and Acquisitions Committee and an Executive Committee. In September 2021, our Board established the M&A Committee to review potential strategic transactions involving the Company and to make recommendations to the Board regarding such transactions.

The Board has adopted written charters for each of its committees, which can be found on our Investor Relations website, www.transunion.com/tru, on the “Leadership and Governance” page. Listed below are the members of each of the six standing committees as of March 17, 2022.

I = Independent

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I = Independent

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I = Independent

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I = Independent

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I = Independent

Code of Business Conduct

We have adopted a Code of Business Conduct that applies to all directors, officers and employees. You can find our Code of Business Conduct on our Investor Relations website, www.transunion.com/tru, on the “Leadership and Governance” page, and a copy of the Code of Business Conduct may also be obtained free of charge upon a request directed to TransUnion, 555 West Adams Street, Chicago, Illinois 60661, Attn: Corporate Secretary.

In the event that the Company amends or waives any of the provisions of the Code of Business Conduct that applies to the Company’s Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer or Controller, and other senior financial officers performing similar functions, the Company intends to disclose the relevant information on its website.

Related Person Transactions

Our Board of Directors has adopted a written Related Person Transaction Policy, which provides that any “Related Person Transaction” must be reviewed and approved or ratified in accordance with specified procedures. The term “Related Person Transaction” includes any transaction, arrangement or relationship, or series of similar transactions, arrangements or relationships, in which (1) the aggregate dollar amount involved exceeds $120,000 in any fiscal year, (2) the Company is, or is proposed to be, a participant, and (3) any person who is or was (since the beginning of the last fiscal year) a director, a nominee for director, an executive officer or a beneficial owner of more than five percent of any class of our voting securities, or a member of the immediate family of any such person, had, has or will have a direct or indirect interest (other than solely as a result of being a director or being less than a 10 percent beneficial owner of another entity).

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Our policy requires each director, nominee and executive officer to notify the Executive Vice President, Chief Legal Officer in writing of any Related Person Transaction in which the director, nominee, executive officer or an immediate family member has or will have an interest and to provide specified details of the transaction. The Executive Vice President, Chief Legal Officer will deliver a copy of the notice to the Audit and Compliance Committee, which will then review the material facts of each proposed Related Person Transaction and approve, ratify or disapprove the transaction.

The vote of a majority of disinterested members of the Audit and Compliance Committee is required for the approval or ratification of any Related Person Transaction. The Audit and Compliance Committee may approve or ratify a Related Person Transaction if the Audit and Compliance Committee determines, in its business judgment, based on the review of all available information, that the transaction is fair and reasonable to the Company, that there is a business or corporate interest supporting the Related Person Transaction, and that the Related Person Transaction is in the best interests of the Company.

In making this determination, the Audit and Compliance Committee will consider, among other things:

The policy also contains categories of pre-approved transactions that the Board has identified as not having a significant potential for an actual or potential conflict of interest or improper benefit.

In any case where the Audit and Compliance Committee determines not to approve or ratify a Related Person Transaction, the matter will be referred to the Executive Vice President, Chief Legal Officer for review and consultation regarding the appropriate disposition of such transaction, arrangement or relationship including, but not limited to, termination of the transaction or rescission or modification of the transaction in a manner that would permit it to be ratified and approved.

Software License Agreement

We purchase and use software produced by Dremio Corporation (“Dremio”) as part of our shared analytics ecosystem and also as a backend for our external offering, PRAMA. Mr. Bosworth has served as the Chief Executive Officer of Dremio since February 2020. We renewed our license with Dremio during the fourth quarter of 2021 and paid a total of approximately $170,000 to Dremio for software licenses and support services during the year. This transaction was approved by the Audit and Compliance Committee pursuant to our Related Person Transaction Policy.

Compensation Committee Interlocks and Insider Participation

Messrs. Prozes (Chairperson), Monahan and Bosworth and Ms. Joseph were members of the Compensation Committee during 2021. None of these individuals is or has been an officer or employee of the Company or is serving or has served as a member of the compensation committee of another entity that has an executive officer serving on our Compensation Committee. None of our executive officers serves on the board of directors or as a member of the compensation committee of another entity at which a member of our Compensation Committee or Board of Directors serves as an executive officer.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our common stock as of March 17, 2022, by:

The information below is based on a total of 192,399,602 shares of our common stock outstanding as of March 17, 2022.

To our knowledge, unless otherwise disclosed in the footnotes to this table, and subject to applicable community property laws, we believe that the persons named in the table have sole voting and investment power with respect to their beneficially owned common stock.

Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof, or has the right to acquire such powers within 60 days. Shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 17, 2022 are deemed to be outstanding for calculating the percentage ownership of the person holding the options, but are not deemed outstanding for the purposes of calculating the percentage ownership of any other person. Unless otherwise indicated in the table or footnotes below, the address for each beneficial owner is c/o TransUnion, 555 West Adams Street, Chicago, Illinois 60661.

* Less than 1%.

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Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act and the rules of the SEC require our directors, executive officers and persons who own more than 10% of our common stock to file reports of their ownership and changes in ownership of our common stock with the SEC. As a practical matter, we assist our directors and officers by monitoring transactions and completing and filing Section 16 reports on their behalf. Based solely on our review of the reports filed during 2021 and related written representations, we determined that no director, executive officer, or beneficial owner of more than 10% of our common stock failed to file a report on a timely basis during 2021, except that with respect to one transaction, Suzanne Clark filed one late Form 4.

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PROPOSAL 1: ELECTION OF DIRECTORS

Upon the recommendation of the Nominating and Corporate Governance Committee, our Board has nominated the nine people named below for election as directors at our Annual Meeting. Each of the nominees for director has agreed to be named in this proxy statement and to serve as a director if elected.

Nominees:

Dr. George M. Awad

William P. (Billy) Bosworth

Christopher A. Cartwright

Suzanne P. Clark

Russell P. Fradin

Charles E. Gottdiener

Pamela A. Joseph

Thomas L. Monahan, III

Andrew Prozes

If elected, each of the nine director nominees will serve a term of one year on our Board, until our 2023 Annual Meeting of Stockholders or until their successors are duly elected and qualified in accordance with our bylaws.

The affirmative vote of a majority of votes (meaning the number of shares voted “FOR” a nominee must exceed the number of shares voted “AGAINST” such nominee) cast virtually or represented by proxy and entitled to vote at the Annual Meeting will elect each of the nine nominees for a one-year term. If any nominee for director receives a greater number of votes “AGAINST” his or her election than votes “FOR” such election, our Corporate Governance Guidelines provide that such person shall tender to the Board his or her resignation as a director. Unless instructions to the contrary are given, all properly delivered proxies will be voted “FOR” the election of these nine nominees as directors.

In the event that any nominee for any reason is unable to serve, or for good cause will not serve, the proxies will be voted for such substitute nominee as our Board may determine. We are not aware of any nominee who will be unable to serve, or for good cause will not serve, as a director.

The relevant experiences, qualifications, attributes and skills of each nominee that led our Board to recommend each of the above persons as a nominee for director are described in the section entitled “Background and Experience of Directors.”

The Board of Directors recommends a vote “FOR” each of the foregoing nominees to serve as a director for a one-year term.

Director Compensation

The following table discusses the compensation earned by our non-employee directors in 2021. During 2021, all of our non-employee directors were independent. Mr. Cartwright, our President and CEO, is not included in the table below because he did not receive any additional compensation for his service on the Board. Mr. Cartwright’s 2021 compensation is presented in the “Summary Compensation Table—2021” found on page 64. Mr. Gottdiener is not included in the table below because he did not serve on the Board in 2021. Mr. Gottdiener will not receive any additional compensation for his service on the Board until April 1, 2022, the date on which Mr. Gottdiener will no longer be a TransUnion employee. After April 1, 2022, Mr. Gottdiener will be compensated in accordance with TransUnion’s standard compensation policies and practices for the non-employee members of the Board.

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The Compensation Committee annually reviews non-employee director compensation with its independent compensation consultant, FW Cook, to confirm that pay is aligned with the market and that of our comparator companies used for executive compensation benchmarking, but is not excessive.

After its annual compensation review in May 2021, the Compensation Committee did not make any changes to our non-employee director compensation program.

In 2021, our non-employee directors were eligible for the annualized compensation amounts described below. The non-employee directors are paid on a quarterly basis for their service on our Board of Directors and Committees:

In addition, in 2021, our non-employee directors received restricted stock grants with a target grant value of $170,000 under our Amended and Restated 2015 Omnibus Incentive Plan, which vest on the one-year anniversary of the grant date. The restricted stock grants provide the directors with the same rights as stockholders generally, including the right to receive dividends paid on our common stock.

The total compensation earned by our non-employee directors in 2021 is shown in the table below. As discussed above, the Board established its M&A Committee in September 2021. The fees shown in the table below reflect the compensation amounts earned by the members of the M&A Committee, which have been prorated for their service on the committee in the Fourth Quarter of 2021.

Non-Employee Director Compensation Table – 2021

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Stock Ownership Requirements

We maintain a formal stock ownership policy requiring all non-employee directors to hold TransUnion common stock, which includes unvested restricted stock, in an amount equal to five times the Board of Directors’ annual retainer. To attain the desired multiple, each director must retain 75% of the after-tax value of his or her shares received pursuant to any equity grant after January 1, 2016, until such multiple is achieved. All applicable directors have met their stock ownership requirements as of December 31, 2021, except for Mr. Bosworth who was appointed to the Board in 2020.

Business Expenses

The non-employee directors are reimbursed for their business expenses related to their attendance at our meetings, including room, meals and transportation to and from Board and committee meetings. On rare occasions, a director’s spouse may accompany a director when traveling on TransUnion business.

Director and Officer Liability (“D&O”) Insurance

D&O insurance insures our individual directors and officers against certain losses that they are legally required to bear as a result of their actions while performing duties on our behalf. Our D&O insurance policy does not break out the premium for directors versus officers and, therefore, a dollar amount cannot be assigned to the coverage provided for individual directors.

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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit and Compliance Committee of our Board has appointed the independent registered public accounting firm of PricewaterhouseCoopers LLP to audit our consolidated financial statements for the year ending December 31, 2022. We are not required under SEC regulations to submit this proposal. However, the Board believes it is appropriate and a good corporate governance practice to do so.

In 2020, the Audit and Compliance Committee (i) dismissed Ernst & Young LLP and (ii) engaged PricewaterhouseCoopers LLP as our independent registered public accounting firm in 2020. For additional information about our change in independent registered public accounting firms, see Appendix A.

Ratification of Appointment of PricewaterhouseCoopers LLP

The ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2022 will be approved if a majority of the shares present or represented at the Annual Meeting and entitled to vote on the proposal are cast “FOR” the proposal. Unless instructions to the contrary are given, all properly delivered proxies will be voted “FOR” ratification.

If the appointment is not ratified by the stockholders, the Audit and Compliance Committee will consider the appointment of a different independent registered public accounting firm.

A representative of PricewaterhouseCoopers LLP is expected to be present at the virtual Annual Meeting, will be offered the opportunity to make a statement if such representative desires to do so and will be available to respond to appropriate questions.

The Board of Directors recommends a vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2022.

Audit and Related Fees

The following table sets forth fees for audit services rendered by PricewaterhouseCoopers LLP for the audit of our annual financial statements and fees billed for other services for the years ended December 31, 2021 and 2020:

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Our Audit and Compliance Committee has established guidelines to approve services and fees for any non-audit services to be provided by our independent registered public accounting firm, all in accordance with applicable laws, regulations and rules. The Audit and Compliance Committee may delegate authority to one or more independent members of the Audit and Compliance Committee to grant pre-approvals of audit and permitted non-audit services, provided that any such pre-approvals shall be presented to the full Audit and Compliance Committee at its next scheduled meeting.

Notwithstanding the foregoing, pre-approval is not necessary for minor non-audit services if: (i) the aggregate amount of all such non-audit services provided constitutes not more than five percent of the total amount of revenue paid by TransUnion to our independent auditor during the fiscal year in which the non-audit services are provided; (ii) such services were not recognized by TransUnion at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Audit and Compliance Committee and approved prior to the completion of the audit by the Audit and Compliance Committee or by one or more members of the Audit and Compliance Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Audit and Compliance Committee.

Audit and Compliance Committee Report

The Audit and Compliance Committee of our Board of Directors currently consists of the directors whose names appear below. Each member of the Audit and Compliance Committee is “independent” and meets the financial literacy requirements of NYSE’s listing standards. The primary purposes of the Audit and Compliance Committee are to assist the Board in monitoring:

The Audit and Compliance Committee is responsible for appointing, retaining and terminating our independent registered public accounting firm and also performs the specific functions set forth in its charter, which is available on our website.

The Audit and Compliance Committee has reviewed and discussed with TransUnion’s management and PricewaterhouseCoopers LLP, TransUnion’s independent registered public accounting firm, the audited financial statements of TransUnion included in its Annual Report on Form 10-K for the year ended December 31, 2021.

The Audit and Compliance Committee has discussed with TransUnion’s independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. The Audit and Compliance Committee also has received and reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit and Compliance Committee concerning independence, and has discussed with PricewaterhouseCoopers LLP such independent registered public accounting firm’s independence.

Based on the review and discussions referred to above, the Audit and Compliance Committee recommended to our Board of Directors that the audited financial statements be included in TransUnion’s Annual Report on Form 10-K for the year ended December 31, 2021 for filing with the SEC.

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This report is submitted on behalf of the Audit and Compliance Committee.

Thomas L. Monahan, III, Chairperson

George M. Awad, Committee Member

Suzanne P. Clark, Committee Member

The foregoing Audit and Compliance Committee Report is not soliciting material, is not deemed filed with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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PROPOSAL 3: NON-BINDING ADVISORY VOTE TO APPROVE

NAMED EXECUTIVE OFFICER COMPENSATION

As discussed in the section titled “Compensation Discussion and Analysis,” which begins on page 41 of this proxy statement, the Board believes that our long-term success depends largely on the talents of our employees. Our compensation program plays a significant role in our ability to attract, retain, and motivate the highest quality employees. The Board believes that our current compensation program directly links executive compensation to performance and the achievement of strategic goals, and aligns the interests of our executive officers with those of our stockholders.

This proposal provides stockholders with the opportunity to cast a non-binding advisory vote to approve the compensation program. This non-binding advisory vote is commonly referred to as a “say-on-pay” vote. The “say-on-pay” vote is being provided pursuant to SEC regulations. While the vote does not bind the Board to any particular action, the Board values the input of the stockholders, and will take into account the outcome of this vote in considering future compensation arrangements.

The Board encourages you to review carefully the sections titled “Compensation Discussion and Analysis” beginning on page 41 and “Executive Compensation” beginning on page 64, and to cast a non-binding advisory vote to approve our executive compensation programs through the following resolution:

“RESOLVED, that the compensation paid to TransUnion’s named executive officers, as disclosed in the 2022 proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

As discussed in Proposal below, the Board is recommending that our stockholders vote for “1 YEAR” as the frequency of our future say-on-pay votes. Unless the Board modifies its determination on the frequency of future “say-on-pay” advisory votes, the next say-on-pay vote will be held at the annual meeting of stockholders in 2023.

The compensation of our named executive officers as disclosed in this proxy statement will be approved, on a non-binding advisory basis, if a majority of the shares present or represented at the Annual Meeting and entitled to vote on the proposal are cast “FOR” the proposal. Unless instructions to the contrary are given, all properly delivered proxies will be voted “FOR” the approval of the compensation of our named executive officers.

The Board of Directors recommends that you vote “FOR” the approval, on a non-binding advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement.

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PROPOSAL 4: NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

As discussed in Proposal 3, the Board values the input of stockholders regarding our executive compensation practices. Stockholders are also invited to express their views on how frequently non-binding advisory votes on executive compensation will occur. This non-binding advisory vote is commonly referred to as a “say-on-frequency” vote. Under this proposal, our stockholders may cast a non-binding advisory vote on whether they would prefer to have a vote to approve the compensation of our named executive officers every year, every two years, or every three years, or they may abstain from voting.

Since this is an advisory vote, it is not binding on the Board. However, the Board will take the results of the vote into account when deciding when to call for the next advisory vote on executive compensation. A non-binding advisory vote on frequency similar to this will occur at least once every six years.

The Board recommends that the non-binding advisory vote on executive compensation be held every year. When our stockholders last voted on the frequency of the say-on-pay vote in 2016, the Board recommended that the vote be held every three years, which stockholders supported with 85.39% of votes cast. After considering the benefits and consequences of each alternative, the Board recommends that the non-binding advisory vote on the compensation of our NEOs be submitted to the stockholders every year. In formulating its recommendation, the Board considered that an annual advisory vote on executive compensation will allow stockholders to provide direct input on the Company’s compensation philosophy, policies and practices every year. We believe an annual vote promotes accountability and transparency and is in-line with the continuing evolution of our business.

Stockholders are not being asked to approve or disapprove of the Board’s recommendation, but rather to indicate their own choice among the frequency options. Please mark on the proxy card your preference as to the frequency of holding stockholder non-binding advisory votes on executive compensation, as “1 YEAR,” “2 YEARS” or “3 YEARS,” or you may mark “ABSTAIN” on this proposal. Unless instructions to the contrary are given, all properly delivered proxies will be voted for the option of holding a vote on executive compensation every year.

The frequency option (every one, two or three years) receiving the vote of a majority of the shares present or represented at the Annual Meeting and entitled to vote on the proposal will be considered the frequency recommended by stockholders. In the event that no option receives a majority of such votes, the Board will consider the frequency option that receives the most votes to be the frequency selected by the stockholders.

The Board of Directors recommends that you vote for the option of “1 YEAR” as the preferred frequency for non-binding advisory votes on executive compensation.

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COMPENSATION DISCUSSION AND ANALYSIS

The information contained in this Compensation Discussion and Analysis (“CD&A”) describes the material elements of compensation paid or awarded to our principal executive officer, principal financial officer, the other three most highly compensated executive officers, and two former executive officers (collectively, our “named executive officers” or “NEOs”) for the twelve months ended December 31, 2021.

For 2021, our NEOs were:

In the Executive Summary section of this CD&A, we highlight our:

In the remainder of this CD&A, we describe:

Executive Summary

2021 Business Results

TransUnion is a leading global information and insights company that makes trust possible between businesses and consumers, working to help people around the world access opportunities that can lead to a higher quality of life. That trust is built on TransUnion’s ability to deliver safe, innovative solutions with credibility and consistency. We call this Information for Good.

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After a challenging year in 2020 as a result of the COVID-19 pandemic, in 2021, we delivered a year of excellent financial performance with double-digit revenue and Adjusted EBITDA growth as well as continued margin expansion, as compared to 2020, which is summarized as follows:

This strong performance was broad-based and the result of executing on our growth strategy, which is driven by our core business, new solutions, and faster growing verticals and geographies. Additionally, we are enabling further investment in strategic growth initiatives that should continue to drive diversified top-line growth and strengthen our competitive position globally.

Our consolidated financial statements contained in our 2021 Annual Report on Form 10-K are prepared in conformity with generally accepted accounting principles (“GAAP”). Adjusted Revenue, Adjusted EBITDA and Adjusted Diluted Earnings per Share (“EPS”) are non-GAAP financial measures that we use as supplemental measures of our operating performance. For a more detailed explanation of how we calculate these non-GAAP measures, please refer to our Annual Report on Form 10-K, filed with the SEC on February 22, 2022, under the heading “Results of Operations—Twelve Months Ended December 31, 2021, 2020 and 2019,” and Exhibit 99.1 of our Current Report on Form 8-K, filed with the SEC on February 22, 2022, under the heading “Non-GAAP Financial Measures.” Further, the year-over-year constant currency percentage changes above assume that foreign currency exchange rates are consistent between years. This allows financial results to be evaluated without the impact of fluctuations in foreign currency exchange rates.

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2021 Annual Incentive Plan Performance

The following highlights the corporate financial performance results for our 2021 annual incentive plan. Overall, our Defined Corporate Adjusted EBITDA was $1,150.1 million, resulting in a maximum payout of 200% of target, our Defined Corporate Revenue was $2,906.8 million resulting in a maximum payout of 200% of target and our Adjusted Diluted EPS was $3.44, resulting in a maximum payout of 200% of target. For Mr. Cartwright, Mr. Cello, Mr. Dhar and Mr. Martin, Defined Corporate Adjusted EBITDA has a 50% weighting and Defined Corporate Revenue has a 20% weighting. For our other NEOs, Defined Corporate Adjusted EBITDA has a 20% weighting. For all NEOs, Adjusted Diluted EPS has a 20% weighting. Our 2021 annual incentive plan, including the business unit level financial objectives, individual objectives, applicable weightings and achievement is discussed in greater detail beginning on page 52 in the section titled “2021 Executive Compensation Program—Annual Incentive Plan.”

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2019-2021 Performance Share Unit Performance

The following highlights the performance results for our 2019-2021 Performance Share Units (“PSUs”) granted in February 2019 with a performance period of January 1, 2019 to December 31, 2021. Overall, our cumulative Adjusted EBITDA was $3,151.6 million resulting in a payout of 94%, our cumulative Revenue was $7,739.9 million resulting in a payout of 129% and our Relative Total Shareholder Return (“TSR”) was in the 74^th percentile resulting in a payout of 181%. For our 2019 PSUs, cumulative Adjusted EBITDA has a 45% weighting, cumulative Revenue has a 20% weighting, and Relative TSR has a 35% weighting resulting in an overall weighted payout of 131%. Our PSU performance is discussed in greater detail beginning on page 59 in the section titled “2021 Executive Compensation Program—Long-Term Incentive Plan—2019-2021 Performance Share Unit Performance.”

2021 Executive Compensation Program Actions, Results and Changes

We took the following actions with respect to our NEOs and executive compensation program in 2021:

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2021 Executive Departures

On December 17, 2021, TransUnion completed the divestiture of our Healthcare business, including the sale of all of the outstanding securities of TransUnion Healthcare, Inc. to nThrive, Inc. (the “Healthcare Divestiture”). In connection with the closing of the Healthcare Divestiture, Mr. Wojczynski’s employment with TransUnion was terminated and he did not become an employee of nThrive, Inc. As a result of such termination, pursuant to the terms of his Severance and Restrictive Covenant Agreement with TransUnion, Mr. Wojczynski became entitled to certain severance payments and benefits upon such termination, as set forth in the “Summary Compensation Table—2021” on page 64, and further discussed in “Executive Compensation—Payments upon Termination and Change in Control—2021.”

On October 21, 2021, Mr. Wojczynski entered into a Transaction Incentive Agreement with Trans Union LLC (the “Healthcare Incentive Agreement”), which required certain payments to be made in connection with the Healthcare Divestiture, based upon the final purchase price for the transaction and the 2021 Healthcare business financial performance through November 30, 2021. See “2021 Executive Compensation Program—Annual Incentive Plan—Mr. Wojczynski’s Transaction Incentive Bonus” for additional details.

The Compensation Committee also approved a modification to the outstanding long-term incentive awards held by employees who worked for the Company’s Healthcare business, including Mr. Wojczynski, whose modification was approved by the Section 16b Subcommittee. Under the terms of the award agreements, an employee who was terminated in connection with the Healthcare Divestiture would have forfeited all of his or her outstanding long-term incentive awards. The Compensation Committee approved an amendment to such terms, which resulted in all outstanding Restricted Stock Units (“RSUs”) for such employees vesting in-full on December 17, 2021. In addition, outstanding PSUs for the relevant employees will remain outstanding and eligible to vest upon completion of the original performance period based on actual Company performance, rather than being forfeited by such employees. See “2021 Executive Compensation Program—Long-Term Incentive Plan—Modified Restricted Stock Units and Performance Share Units” for additional details.

On August 9, 2021, Mr. Neenan notified us of his intent to retire from the Company in January 2022. On August 12, 2021, the Company and Mr. Neenan entered into a Retirement and Transition Agreement (the “Retirement Agreement”) in connection with Mr. Neenan’s transition and retirement from the Company. Pursuant to the Retirement Agreement, beginning on August 16, 2021, Mr. Neenan served as Executive Vice President, Strategic Advisor, International, providing specified transition services and reporting to the Company’s President and Chief Executive Officer, through January 7, 2022, on which date he retired from the Company. Mr. Neenan did not receive an adjustment to his base salary at the time and continued to be eligible to receive an annual incentive bonus for 2021. Mr. Neenan was retirement eligible under the terms of the long-term incentive plan and received prorated vesting treatment for all his outstanding awards upon his retirement on January 7, 2022 as detailed under “Executive Compensation—Payments upon Termination and Change in Control—2021.”

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Executive Compensation Philosophy and Governance Practices Align with Stockholders and Reflect Best Practices, Discouraging and Mitigating Excessive Risk Taking

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Executive Compensation Philosophy & Practices

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, which are used to guide the Compensation Committee in making compensation decisions. These objectives are evaluated to confirm the appropriateness of each objective in light of the overall corporate strategy and market practices.

In support of this philosophy, the Compensation Committee:

Most Recent Say-on-Pay Voting Results

At our 2016 Annual Meeting of Stockholders, the stockholders approved, on a non-binding advisory basis, holding a non-binding advisory vote to approve the executive compensation of the NEOs every three years (the “Say-on-Pay vote”). Our most recent Say-on-Pay vote was held at our 2019 Annual Meeting of Stockholders, and received 98.3% support. We believe this strong Say-on-Pay vote outcome shows support for the program and no changes have been made to the current program design as a result of the most recent Say-on-Pay vote. As discussed in this proxy statement, at our Annual Meeting, we will be conducting a non-binding Say-on-Pay vote and a non-binding vote to determine the frequency of our Say-on-Pay votes.

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Role of Compensation Committee, Management and Compensation Consultant in Compensation Decisions

Pursuant to its charter, the Compensation Committee is responsible for overseeing our executive compensation program, developing and reviewing our executive compensation philosophy, and approving decisions regarding executive compensation.

The Compensation Committee is ultimately responsible for making the compensation decisions with respect to our CEO and other NEOs and creating appropriate programs for the CEO and the other NEOs. The Compensation Committee seeks and considers input from senior management and an independent compensation consultant in connection with its duties. In 2021, the Compensation Committee engaged FW Cook as a consultant on executive compensation matters.

FW Cook’s engagement includes reviewing and advising on executive compensation matters principally related to the CEO, the executive officers, our senior executives and outside directors. For 2021, FW Cook assisted the Compensation Committee by (a) recommending a comparator group for benchmarking purposes and (b) providing comparator group data on compensation levels and design, including an analysis of target total compensation (base salary, annual incentives and long-term incentives). FW Cook also assisted the Compensation Committee in reviewing general market practices and management compensation proposals.

FW Cook performs services solely on behalf of the Compensation Committee and does not provide any other services to us. The Compensation Committee assessed the independence of FW Cook and concluded no conflicts of interest exist that would prevent FW Cook from independently representing the Compensation Committee.

Executive management regularly participates in the compensation decision-making process in the following specific respects:

Overview of 2021 Target Compensation Mix

The Compensation Committee annually reviews the CEO’s and other NEOs’ compensation. In performing this exercise, the Compensation Committee evaluates all elements of target total compensation against a pre-determined group of companies (as described below in the section titled “Market Analysis and Benchmarking”). As noted in the following section, there is a significant emphasis on performance-based components of compensation. For additional detail on each compensation component, please see the sections below titled “2021 Executive Compensation Program—Base Salary,” “2021 Executive Compensation Program—Annual Incentive Plan” and “2021 Executive Compensation Program—Long-Term Incentive Plan.”

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Target Compensation Mix

There is a significant emphasis on the elements that comprise performance-based pay (annual and long-term incentive awards). As illustrated in the following charts, a significant percentage of our CEO’s and all other NEOs’ target total compensation (i.e., target annual incentive, RSUs and PSUs) is linked to Company performance and aligned with the interests of our stockholders and considered “at-risk”: 90% for the CEO and 77% for our other NEOs.

CEO 2021 TARGET PAY MIX⁽¹⁾

ALL OTHER NEOS’ 2021 TARGET PAY MIX⁽¹⁾

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Key Executive Compensation Components

The key components of our executive compensation program for NEOs are base salary, annual incentive, employee benefits (health, welfare, retirement and perquisites) and long-term incentive (“LTI”) awards, which consist of time-vested RSUs and PSUs subject to a three-year performance period.

These elements are illustrated in greater detail below:

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Market Analysis and Benchmarking

As described below, we use various tools and methods, including benchmarking, to evaluate whether each NEO’s level of pay is appropriate. For 2021, the benchmarking process for all of our NEOs is described below.

Benchmarking

The Compensation Committee benchmarks against the median for each pay component (i.e., base salary, target annual incentive and target LTI grants) and total compensation to guide our compensation objectives. We utilize the median as a point of reference and not necessarily the definitive compensation level. Consequently, our NEOs’ compensation may be positioned at a level less than or greater than the median based on time in position, experience and competitive pay objectives, as well as other factors.

Comparator Group

The Compensation Committee, with input from FW Cook and management, annually approves a company comparator group (the “Custom Comparator Group”) to be used in reviewing and benchmarking various pay components in addition to the use of general industry data.

Selection of the Custom Comparator Group begins with an initial list of potential organizations and is then filtered using various selection criteria to determine our final list of comparator companies. The following outlines the process the Compensation Committee used in selecting the Custom Comparator Group for benchmarking executive compensation in 2021.

Based on the above methodology, the evaluation resulted in the following year-over-year changes to our Custom Comparator Group:

Weighing each of the quantitative criteria described above equally for our Custom Comparator Group, our composite percentile ranking was 47%—near the median of the group. While not receiving a greater weight than any other factor, the median annual net revenue of the Custom Comparator Group at the time of benchmarking was approximately $2.8 billion, compared with our approximate 2020 revenue of $2.7 billion and 2021 revenue of $2.96 billion.

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2021 Executive Compensation Program

Base Salary

Each NEO receives an annual base salary as compensation for services rendered in the NEO’s position during the year. The Compensation Committee annually evaluates the performance of the CEO and determines his base salary in light of his goals and objectives, individual performance and competitive market data. The Compensation Committee also, at least annually, reviews each other NEO’s base salary based on a recommendation from the CEO, with input from our EVP, Chief Human Resources Officer, and adjusts the NEO’s base salary when appropriate. In general, the CEO recommends a base salary increase for the other NEOs when supported by additional responsibilities, strong individual performance or changes in competitive market data.

In April 2021, as part of the annual compensation review process, Mr. Cartwright received a base salary increase to reflect strong performance and to better align his pay with executives holding comparable positions with the Custom Comparator Group. In April 2021, as part of the annual compensation review process, Mr. Dhar, Mr. Chaouki, Mr. Martin and Mr. Wojczynski each received a base salary increase to reflect strong performance and to better align their pay with executives holding comparable positions with the Custom Comparator Group. Mr. Cello and Mr. Neenan did not receive a base salary increase in 2021.

The following table illustrates the NEO’s 2021 annualized base salary compared to 2020 annualized base salary.

Annual Incentive Plan

The annual incentive plan is designed to motivate and reward our NEOs based on financial and individual performance. Financial targets are approved by the Compensation Committee at the beginning of the performance period with individual and other qualitative goals designed to successfully drive our operations and business results and to achieve our overall corporate strategy. Each NEO’s annual incentive is determined by multiplying the applicable NEO’s target annual incentive percentage by the NEO’s eligible base salary and then multiplying this result by the percentage achievement with respect to the applicable financial and individual goals, provided the threshold level of performance is achieved.

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Target Levels

Each NEO has a target annual incentive expressed as a percentage of his or her eligible base salary. The target is determined by the Compensation Committee after consideration of several factors, including the NEO’s duties and responsibilities and competitive market data. Mr. Cartwright received an increase in his target annual incentive in 2021 from 130% of base salary to 150% of base salary to better align his pay with his peers in the Custom Comparator Group. Mr. Cello also received an increase in his target annual incentive in 2021 from 100% of base salary to 110% of base salary to better align his pay with his peers in the Custom Comparator Group.

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Financial and Individual Objectives, Targets, and Potential Payouts

The following table defines the various financial and individual objectives applicable for the 2021 annual incentive plan. The actual payout ranges between 0% and 200% of target for each objective depending on actual performance. The objectives of Defined Corporate Adjusted EBITDA, Defined Corporate Revenue and Adjusted Diluted EPS are to incent our NEOs to drive the achievement of overall Company financial performance. Similarly, at the business unit level, Defined Adjusted EBITDA and Defined Revenue are designed to incent specific business unit financial performance. The Strategic Individual Objectives are quantitative and qualitative measures aligned to specific strategic objectives and are set individually for each NEO in a manner that would significantly advance their strategic objectives, if delivered. Additionally, these goals are designed to provide NEOs with the opportunity to achieve above target payouts only upon robust performance. Beginning in 2021, the Strategic Individual Objectives were subject to a modifier based on Company performance against specific Diversity, Equity and Inclusion objectives. For 2021, our defined incentive plan measures excluded the impact of the recent Neustar and Sontiq acquisitions.

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The following table provides threshold, target and maximum targets for the financial objectives described above. It also provides actual 2021 results and the achievement as a percentage of target. For each financial objective, at threshold performance, the NEO receives a 25% payout, at target performance, a 100% payout and, at maximum performance, a 200% payout. The payout for performance between percentages is interpolated on a straight-line basis and performance below threshold results in a 0% payout for that financial objective. Following a review of market practices, including those of our Custom Comparator Group, the Company increased the payout at threshold performance from 20% to 25% of target for 2021.

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2021 Annual Incentive Payouts

The following table summarizes each NEO’s 2021 annual incentive plan objectives described above, including the applicable weighting, achievement as a percentage of target and payout. The weightings for each NEO are determined based on the NEO’s role, duties, and responsibilities and are designed to strengthen the link between pay and performance. Payments based on the 2021 annual incentive plan ranged from 167% of target to 198% of target.

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For the Strategic Individual Objectives, the Board (for the CEO) and the CEO (for the remaining NEOs) evaluated each of the other NEOs in conjunction with such NEO’s self-evaluation, with the Compensation Committee approving the final performance. In 2021, Strategic Individual Objectives were introduced for Mr. Cartwright and Mr. Cello. Mr. Cartwright earned a 175% payout on his Strategic Individual Objectives by leading the Company to significant growth in 2021 and by making the Company’s largest acquisition to date, Neustar. Mr. Cello earned a 150% payout on his Strategic Individual Objectives by ensuring the Company delivered on its aggressive growth agenda in 2021 and leading the Company’s on-going global transformation. Mr. Dhar earned a 175% payout on his Strategic Individual Objectives by advancing Global Technology risk management and delivering further progress on the Company’s Technology transformation. Mr. Chaouki earned a 150% payout on his Strategic Individual Objectives by integrating the Consumer Interactive business into his organization and advancing key growth initiatives in Media, Diversified Markets and Insurance. Mr. Martin earned a 125% payout on his Strategic Individual Objectives by further aligning the Solutions organization to the global operating model and executing the Company’s strategy in Digital Marketing and Fraud, as well as for playing a key role in the acquisition of Neustar. Mr. Neenan earned a 125% payout on his Strategic Individual Objectives by successfully transitioning his role to the incoming President, International. Mr. Wojczynski’s Strategic Individual Objectives were paid out at target performance in accordance with the terms of his severance arrangement.

Additionally, beginning in 2021, a modifier based on certain diversity and inclusion measures was incorporated into our annual incentive plan. The modifier reduces the NEOs’ Strategic Individual Objectives performance achievement as a percent of target by 100 percentage points should the Company not increase the year-year-over representation of underrepresented minorities in director and above positions within the United States and the year-over-year representation of females at the vice president level or above globally. In 2021, a year-over-year increase in both areas was achieved; therefore, no modification was made to the final Strategic Individual Objectives.

2022 Annual Incentive Plan

Beginning in 2022, the NEOs will continue to be measured against our progress on year-over-year growth in representation of underrepresented minorities in director and above positions within the United States and the year-over-year representation of women at the vice president level and above globally. This measure will be a weighted metric equaling 5% of each NEO’s target bonus. Additionally, we will introduce a modifier based on our performance against certain operational standards and risk management objectives. This modifier will apply to each NEO’s strategic individual objectives. In connection with the development of this metric, the Company engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”), as an executive compensation consultant. The Company assessed the independence of Pearl Meyer and concluded no conflicts of interest exist that would prevent Pearl Meyer from independently representing the Company.

Mr. Wojczynski’s Transaction Incentive Bonus

On October 21, 2021, Mr. Wojczynski entered into the Healthcare Incentive Agreement, which agreement was designed to ensure that Mr. Wojczynski continued to advocate for the best outcome for the Healthcare business, while also maintaining its financial performance through the closing of the Healthcare Divestiture. The final payout was based on the final purchase price for the transaction and the 2021 Healthcare financial performance through November 30, 2021.

The transaction bonus was calculated using the following scale. The payout for performance between values was interpolated on a straight-line basis.

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The final transaction value was $1.735 billion which resulted in a payout to Mr. Wojczynski of $2,443,125.

Additionally, the above amount was subject to a modification of up to 75% of the calculated value if the Healthcare business did not achieve Adjusted EBITDA and Revenue performance relative to the forecasted growth in June 2021. The final Healthcare Adjusted EBITDA and Revenue met the threshold performance; therefore no modification was made to the final payout of $2,443,125.

Long-Term Incentive Plan

2021 Annual LTI Grants

Our NEOs receive annual LTI grants, which are linked directly to the creation of stockholder value over a multi-year term. In 2021, 75% of the target total compensation opportunity provided to our CEO and 54% of the target total compensation opportunity provided to all other NEOs was equity-based and directly correlated to the Compensation Committee’s view that there should be a strong connection between an NEO’s rewards and stockholder value creation.

As noted previously, 50% of the 2021 target LTI grant value was delivered in the form of time-vested RSUs that vest ratably over a three-year period where 33% vests on each of the first and second anniversaries of the grant date and 34% vests on the third anniversary of the grant date. The remaining 50% of the 2021 target LTI grant value was delivered in the form of PSUs that vest following a three-year performance period starting January 1, 2021 and ending December 31, 2023. When dividends are paid on our common stock, unvested RSUs accrue dividend equivalents that are paid out in cash based on the number shares that vest. Similarly, for PSUs, dividend equivalents accrue during the performance period and are paid out in cash based on the number of shares that vest as a result of actual Company performance.

Given the uncertainty moving into 2021 and difficulty setting financial targets, the Compensation Committee revised the weighting of the three performance components we have historically used to increase the weighting of the Relative TSR metric from 35% to 50%. The PSU grants made in 2021 have the following three performance components and weightings with the actual payout ranging between 0% and 200% of target for each performance component depending on actual Company performance:

Additionally, if our actual TSR during the performance period is negative, then the maximum payout for the Relative TSR performance component is 100%, regardless of actual performance against the Relative TSR Peer Group.

The Compensation Committee sets our financial performance targets for the cumulative Adjusted EBITDA and cumulative Revenue components taking into consideration our long-term strategic plan. We do not publicly disclose specific financial performance targets on a prospective basis. Prospectively disclosing these specific targets would provide competitors and others with insights into our confidential planning process and strategies and potentially harm us competitively. We design our financial performance targets to be challenging. There is a risk we will not achieve threshold or target performance resulting in either no shares or shares awarded below target.

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The performance components in our PSUs are cumulative Adjusted EBITDA and cumulative Revenue, which differ from the Defined Corporate Adjusted EBITDA and Defined Corporate Revenue financial components in our 2021 annual incentive plan. Each are independent financial components intended to drive different behavior. The performance targets for the annual incentive financial components are based on our annual internal operating targets and designed to incent our annual performance, while the performance targets for the PSU components are based on our long-term strategic plan and designed to incent long-term performance.

To determine the 2021 target LTI grant value for each NEO, the Compensation Committee considered target total compensation data from our Custom Comparator Group for comparable executive positions, the strategic direction of the Company and business units, and the NEO’s scope of authority and responsibility.

The table below reflects the 2021 target LTI grant value for each NEO with respect to the annual LTI grant made on February 19, 2021.

2019-2021 Performance Share Unit Performance

In January 2022, the Compensation Committee approved the results for the PSU grants made to the NEOs on February 20, 2019 for the performance period of January 1, 2019 through December 31, 2021, which vested on February 20, 2022 (the “2019 PSUs”). The PSUs were tied to cumulative Adjusted EBITDA, cumulative Revenue and our Relative TSR against the Relative TSR Peer Group.

The chart below details the applicable performance measures, weightings, targets and the certified performance achievement as a percentage of target. The payout for performance between percentages is interpolated on a straight-line basis and performance below threshold results in a 0% payout for that performance measure. The Compensation Committee did not exercise any discretion to adjust the final performance achievement for the 2019 PSUs.