DEF 14A 1 d257550ddef14a.htm DEF 14A DEF 14A
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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:

 

  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material Pursuant to § 240.14a-12

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):

 

  No fee required.
  Fee paid previously with preliminary materials.
  Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 


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LOGO

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.

 

 

LOGO

 

Chris Cartwright

President and CEO


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LOGO

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:

 

  1.

To elect each of 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 and Andrew Prozes to the Board of Directors for a term of one year;

 

  2.

To ratify the appointment of PricewaterhouseCoopers LLP as TransUnion’s independent registered public accounting firm for the fiscal year ending December 31, 2022;

 

  3.

To hold a non-binding advisory vote to approve the compensation of the Company’s named executive officers;

 

  4.

To hold a non-binding advisory vote on the frequency of non-binding advisory votes to approve the compensation of the Company’s named executive officers; and

 

  5.

To transact any other business that may properly come before the Annual Meeting or any adjournments or postponements of the Annual Meeting.

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


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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,

 

 

 

 

LOGO

 

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


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2022 Proxy Statement Contents

 

CEO LETTER TO STOCKHOLDERS

  

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

  

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

  

PROXY STATEMENT SUMMARY

     2  

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

     7  

CORPORATE GOVERNANCE AND RELATED MATTERS

     13  

General

     13  

Company Structure; Board Composition

     13  

Board Leadership Structure and Role of Board in Risk Oversight

     13  

Director Independence

     14  

Mandatory Retirement

     15  

No Term Limits

     15  

Stockholder Engagement

     15  

Communications with Directors

     15  

Meetings and Meeting Attendance

     15  

Sustainability Overview

     16  

Considerations for Board Nominees

     18  

Background and Experience of Directors

     19  

Board Committees

     25  

Code of Business Conduct

     29  

Related Person Transactions

     29  

Compensation Committee Interlocks and Insider Participation

     30  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     31  

Delinquent Section 16(a) Reports

     32  

PROPOSAL 1:        ELECTION OF DIRECTORS

     33  

Director Compensation

     33  

PROPOSAL 2:        RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     36  

Ratification of Appointment of PricewaterhouseCoopers LLP

     36  

Audit and Related Fees

     36  

Audit and Compliance Committee Report

     37  

PROPOSAL 3:        NON-BINDING ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

     39  

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

     40  

 

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COMPENSATION DISCUSSION AND ANALYSIS

   41

Executive Summary

   41

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

   46

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

   48

Overview of 2021 Target Compensation Mix

   48

Key Executive Compensation Components

   50

Market Analysis and Benchmarking

   51

2021 Executive Compensation Program

   52

COMPENSATION COMMITTEE REPORT

   63

EXECUTIVE COMPENSATION

   64

Summary Compensation Table — 2021

   64

Detailed Analysis of “All Other Compensation” Column

   65

Grants of Plan-Based Awards — 2021

   66

Outstanding Equity Awards at Fiscal Year-End — 2021

   68

Options Exercised and Stock Vested — 2021

   69

Nonqualified Deferred Compensation — 2021

   70

Payments upon Termination and Change in Control — 2021

   72

PAY RATIO DISCLOSURE

   77

RISK ASSESSMENT IN COMPENSATION PROGRAMS

   77

EQUITY COMPENSATION PLAN INFORMATION

   78

OTHER INFORMATION

   79

Other Business

   79

Proxy Solicitation

   79

Stockholder Proposals for 2023 Annual Meeting and Director Nominations

   79

Additional Information Available

   79

APPENDIX A

   A-1

 

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LOGO

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.

 

ELECTION TO RECEIVE ELECTRONIC DELIVERY OF FUTURE ANNUAL MEETING MATERIALS.

You can expedite delivery and avoid costly mailings by confirming in advance your preference for electronic

delivery. For further information on how to take advantage of this cost-saving service, please see page 12

of the proxy statement.

 

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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.
  LOGO Vote by Internet at http://www.proxyvote.com
  LOGO Vote by telephone at 1-800-690-6903
  LOGO Vote by completing and returning your proxy card or voter instruction card
  LOGO 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.

 

Voting Matters

Agenda Item

  

Board Vote

Recommendation

   Page
Reference

1.     Election of Directors

The Board recommends the election of each of the nine director nominees for a one-year term.

   FOR each
Director
Nominee
   33

2.     Ratification of Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm

The Board is asking stockholders to ratify the selection of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for fiscal year 2022.

   FOR    36

3.     Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

The Board is asking stockholders to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in this proxy statement.

   FOR    39

4.     Advisory Vote to Determine Frequency of Votes on Executive Compensation

The Board is asking stockholders to recommend, on a non-binding advisory basis, every year as the frequency of non-binding advisory votes to approve the compensation of the Company’s named executive officers.

   1 YEAR    40

 

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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:

 

      Governance      

Highlights

 

 

☑  Majority voting for directors

 

☑  Declassified Board of Directors

 

☑  No supermajority voting provisions

 

☑  Clawback policy

 

☑  Stock ownership guidelines for executives and directors

 

☑  7 of 9 directors are independent

 

☑ Independent Audit and Compliance, Compensation, Nominating and Corporate Governance (“NCG”), Technology, Privacy and Cybersecurity (“TPC”) and Mergers and Acquisitions (“M&A”) Committees

 

☑  Mandatory retirement age of 75 for directors (subject to waiver)

 

☑  No poison pill

 

☑  No pledging or hedging of TransUnion stock

 

☑  Active stockholder engagement

 

☑  Robust director nominee selection process

 

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.

 

Name

 

 

Age(1)  

 

 

Director  

Since  

 

 

Independent  

 

 

Occupation

 

 

Committee
Memberships

 

 

Other Public
Company Boards

 

             

 

George M.

Awad

 

 

61

 

 

2013

 

 

 

 

Principal,
Gibraltar Capital
Corporation

 

 

•  Audit and Compliance

•  M&A (Chairperson)

•  TPC

 

None    

             

 

William P. (Billy) Bosworth

 

 

52

 

 

2020

 

 

 

 

CEO,
Dremio Corporation

 

•  Compensation

•  TPC (Chairperson)

•  Executive

 

None    

             

 

Christopher A.

Cartwright

 

 

56

 

 

2019

   

 

President and
CEO, TransUnion

 

•  Executive

 

None    

             

 

Suzanne P.

Clark

 

 

54

 

 

2017

 

 

 

 

President and CEO,
U.S. Chamber of
Commerce

 

•  Audit and Compliance

•  TPC

 

•  AGCO Corporation (NYSE: AGCO)

 

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Name

 

 

Age(1)  

 

 

Director  

Since  

 

 

Independent  

 

 

Occupation

 

 

Committee
Memberships

 

 

Other Public
Company Boards

 

             

Russell P.

Fradin

  66   2018     Operating Partner,
Clayton, Dubilier
& Rice
 

 

•  M&A

•  NCG (Chairperson)

•  TPC

•  Executive

 

None    

             
Charles E. Gottdiener   57   2022(2)    

Former President and CEO,

Neustar, Inc.

 

None    

 

None    

             

Pamela A.

Joseph

  63   2015    

Executive Chair,

Xplor Technologies

 

•  Compensation

•  M&A

•  NCG

•  Executive (Chairperson)

 

 

•  Adyen N.V. (ADYEN.AS)

•  Paychex, Inc. (NASDAQ: PAYX)

             

Thomas L.

Monahan, III

  55   2017     President and CEO,
DeVry University
 

 

•  Audit and Compliance (Chairperson)

•  Compensation

•  Executive

 

None    

             

Andrew

Prozes

  76(3)   2014     Former CEO,
LexisNexis
 

 

•  Compensation (Chairperson)

•  NCG

•  Executive

 

None    

 

(1)

The age indicated for each director is as of March 17, 2022.

(2)

On January 25, 2022, Mr. Gottdiener was appointed by the Board of Directors as a Class I director, effective as of February 1, 2022, to fill a vacancy on the Board and to serve as a Class I director for the balance of the term expiring at the 2022 Annual Meeting of Stockholders. Mr. Gottdiener’s nomination was recommended to the Board by Mr. Cartwright. Mr. Gottdiener joined TransUnion in December 2021 as part of its acquisition of Neustar, Inc. (“Neustar”), where Mr. Gottdiener served as President and Chief Executive Officer since 2018. Mr. Gottdiener will serve as an Executive Advisor to Mr. Cartwright until March 31, 2022. The Board has not yet determined Mr. Gottdiener’s committee assignments.

(3)

The Board, upon the recommendation of the NCG Committee, 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. For more information, please see “Corporate Governance and Related Matters – Mandatory Retirement.”

Executive Compensation Highlights

Executive Compensation Philosophy

Our executive compensation program is based on a philosophy that aligns the interests of our executives and stockholders. The following are key objectives of our compensation philosophy:

 

   

Attract, motivate and retain highly experienced executives who are vital to our short- and long-term success, profitability and growth;

   

Align the focus of our executives with the interests of our stockholders by rewarding executives for the achievement of strategic goals that successfully drive our strategy, operations and business performance and, thereby, enhance stockholder value;

 

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Differentiate rewards based on actual individual performance while also rewarding executives for our overall results; and

   

Discourage unnecessary and excessive risk-taking.

Strong Stockholder Support

Our most recent Say-on-Pay vote was held at our 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

 

   

Our Named Executive Officers’ (“NEOs”) 2021 annual incentive payout was 200% of target resulting from above target performance achievement on all three performance measures: Defined Corporate Adjusted EBITDA, Defined Revenue and Adjusted Diluted EPS.

   

Our 2019-2021 Performance Share Unit total weighted payout was 131% of target resulting from above target performance achievement on two of our three performance measures: Cumulative Revenue (20% weighting) and Relative TSR (35% weighting). We did not achieve target performance on Cumulative Adjusted EBITDA (45% weighting).

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

 

   

90% of our CEO’s target compensation and 77% of our other NEOs’ target compensation is “at-risk” based on Company and share price performance.

   

75% of our CEO’s target compensation and 54% of our other NEOs’ target compensation is based on long-term incentives aligned with stockholders.

CEO TARGET PAY MIX

 

 

LOGO

 

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ALL OTHER NEOS’ TARGET PAY MIX

 

 

LOGO

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

 

Q:

Where and when is the Annual Meeting?

 

A:

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 may access the virtual meeting as follows: www.virtualshareholdermeeting.com/TRU2022. There will be no physical meeting location. The meeting will only be conducted via an audio webcast.

 

Q:

Why are we holding a virtual Annual Meeting?

 

A:

We will continue using the latest technology to provide expanded access, improved communication and cost savings for our stockholders and the Company while providing stockholders the same rights and opportunities to participate as they would have at an in-person meeting. Furthermore, we believe that hosting a virtual meeting is in the best interest of the Company and its stockholders and enables increased stockholder attendance and participation because stockholders can participate from any location around the world.

 

Q:

Who is entitled to vote at the Annual Meeting?

 

A:

Only stockholders of record at the close of business on March 17, 2022, the record date for the Annual Meeting, are entitled to receive notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof. The record date is established by our Board. Stockholders are entitled to one vote for each share of our common stock that they owned as of the record date. On the record date, we had 192,399,602 shares of our common stock outstanding and entitled to vote at the Annual Meeting.

Q:

What do I need to do to attend and participate in the Annual Meeting virtually?

 

A:

Both stockholders of record and stockholders whose shares are held in street name (defined below) will be able to attend the Annual Meeting via live audio webcast, submit their questions during the meeting and vote their shares electronically at the Annual Meeting by visiting www.virtualshareholdermeeting.com/TRU2022. To participate in the Annual Meeting, you will need the control number included on your Notice or proxy card.

 

  

We have designed our virtual format to enhance your access, participation and communication. The virtual format allows stockholders to submit questions during the Annual Meeting to our Board or management. Questions must be confined to matters properly before the Annual Meeting and of general Company concern. We will try to answer as many stockholder-submitted questions as time permits that comply with the meeting rules of conduct. However, we reserve the right to edit profanity or other inappropriate language, or to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate.

 

  

The Annual Meeting live audio webcast will begin promptly at 12:00 p.m. Central Daylight Time on Wednesday, May 11, 2022. We encourage you to access the meeting prior to the start time. Online check-in will begin at 11:45 a.m. Central Daylight Time, and you should allow ample time for the check-in procedures.

 

Q:

What is the difference between holding shares as a registered stockholder and as a beneficial owner or in “street name?”

 

A:

If your shares were registered directly in your name as of the record date with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered the

 

 

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  “registered stockholder” of those shares. As a stockholder of record, we will mail the Notice, or if requested, copies of the proxy materials directly to you.

 

  

If your shares are held in a stock brokerage account or by a bank or other nominee (“street name”), you are considered the “beneficial owner” of the shares that are registered in street name. In this case, the Notice or, if requested, printed proxy materials and our 2021 Annual Report were forwarded to you by your broker, bank, or other nominee. As the beneficial owner, you have the right to direct your broker, bank, or other nominee how to vote your shares by following the voting instructions included in the materials. However, because a beneficial owner whose shares are held in street name is not the stockholder of record, you may not vote your shares of our common stock virtually at the Annual Meeting unless you follow your broker, bank or other nominee’s procedures for obtaining a legal proxy.

 

Q:

What is a proxy?

 

A:

A proxy is your legal designation of another person, called a proxy holder, to vote the shares that you own. If you designate someone as your proxy holder in a written document, that document is called a proxy. We have designated Heather J. Russell, Executive Vice President, Chief Legal Officer and Rachel W. Mantz, Senior Vice President, Deputy General Counsel and Corporate Secretary, to act as proxy holders at the virtual Annual Meeting as to all shares for which proxies are returned or voting instructions are provided by Internet or telephonic voting.

 

Q:

What routine matters will be voted on at the Annual Meeting?

 

A:

The ratification of the independent registered public accounting firm is a routine matter on which brokers may vote in their discretion on behalf of customers who have not provided voting instructions; however, certain brokers will not vote on such matters unless they have received voting instructions from their customers.

Q:

What non-routine matters will be voted on at the Annual Meeting?

 

A:

The election of directors, the non-binding advisory vote on our NEOs’ compensation and the non-binding advisory vote on the frequency of non-binding advisory votes to approve our NEOs’ compensation are each non-routine matters on which brokers are not allowed to vote unless they have received voting instructions from their customers. Brokers who do not receive voting instructions will only be allowed to vote on the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2022, provided such brokers provide discretionary voting.

 

Q:

Could other matters be decided at the Annual Meeting?

 

A:

We are not aware of any matters that will be considered at the Annual Meeting other than those described in this proxy statement. However, if any other matters properly arise at the Annual Meeting, the persons named in your proxy will vote in accordance with their best judgment.

 

Q:

How does the Board recommend that I vote?

 

A:

The Board recommends that you vote:

 

    FOR” the election of each of the nine director nominees named in this proxy statement as a director for a one-year term.

 

    FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2022.

 

    FOR” the approval, on a non-binding advisory basis, of our NEO compensation.

 

    1 YEAR” regarding the frequency of non-binding advisory votes on our NEO compensation.

 

Q:

What is the vote required for each proposal?

 

A:

For Proposal 1, Election of Directors, to be elected, each director nominee must receive a

 

 

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  majority of the votes cast (the number of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee). Any incumbent director who fails to receive the required number of votes for re-election is required to promptly tender his or her resignation, and the NCG Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. Taking into account the recommendation of the NCG Committee, the Board will determine whether to accept or reject any such resignation, or what other action should be taken, within 90 days from the date of the certification of election results. We will publicly disclose any such decision by the Board with regard to any director’s resignation. If you hold your shares in street name and do not give your broker specific voting instructions, your shares will not be voted and will not be counted in the election of the director nominees. Abstentions and broker non-votes will have no effect on the outcome of Proposal 1.

 

  

For Proposal 2, Ratification of Appointment of Independent Registered Public Accounting Firm, the proposal 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. As Proposal 2 is advisory and non-binding, the Board will review the voting results on this proposal and take the results into account when making future decisions regarding this matter. Broker non-votes (described below) may be voted at the discretion of the broker or other nominee with respect to Proposal 2. Abstentions will have the effect of a vote against Proposal 2.

 

  

For Proposal 3, Non-Binding Advisory Vote to Approve Named Executive Officer Compensation, the proposal 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. As Proposal 3 is advisory and non-binding, the Board will review the voting results on this proposal and take the results into account when making future decisions regarding this matter. Broker non-votes will have no effect on the outcome of Proposal 3. Abstentions will have

  the effect of a vote against Proposal 3.

 

  

For Proposal 4, Non-Binding Advisory Vote on the Frequency of Votes to Approve Named Executive Officer Compensation, the frequency that is selected by a majority of the shares present or represented at the Annual Meeting and entitled to vote on the proposal will be deemed to be the frequency that has been selected by stockholders. In the event that none of the frequency alternatives receives a majority of such votes, we will consider the option that receives the most votes to be the frequency selected by stockholders. However, because Proposal 4 is advisory and non-binding, our Board may decide that it is in our stockholders’ best interests to hold an advisory vote on executive compensation more or less frequently than the option selected by our stockholders. Broker non-votes will have no effect on the outcome of Proposal 4. Abstentions will have the effect of a vote against each frequency option.

 

Q:

What is a broker non-vote?

 

A:

The New York Stock Exchange (“NYSE”) permits brokers to vote their customers’ stock held in street name on routine matters when the brokers have not received voting instructions from their customers. NYSE does not, however, allow brokers to vote their customers’ stock held in street name on non-routine matters unless they have received voting instructions from their customers. In such cases, the uninstructed shares for which the broker is unable to vote are called “broker non-votes.” For purposes of determining the outcome of any proposal as to which the broker has physically indicated on the proxy that it does not have, or chooses not to exercise, discretionary authority to vote, if allowed, these shares will be treated as not present and not entitled to vote with respect to that proposal, even though those shares are considered entitled to vote for quorum purposes.

 

Q:

What is the effect of an abstention?

 

A:

A stockholder who abstains on some or all matters is considered present for purposes of determining if a quorum is present at the Annual Meeting.

 

 

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Q:

What constitutes a quorum?

 

A:

A majority of the aggregate voting power of the common stock entitled to be voted at the Annual Meeting is a quorum, which is required for holding and transacting business at the Annual Meeting. The shares may be present virtually or represented by proxy at the Annual Meeting. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum.

 

Q:

Who is soliciting my vote?

 

A:

Our Board is soliciting your vote for the Annual Meeting.

 

Q:

How do I vote?

 

A:

LOGO Virtual Meeting. Stockholders of record may attend the virtual meeting by visiting www.virtualshareholdermeeting.com/TRU2022, where you may vote and submit questions during the Annual Meeting. Please have your Notice or proxy card in hand when you visit the website. For more information on how to attend and vote at the Annual Meeting, please see the section titled “Questions and Answers About the Annual Meeting” beginning on page 7. You may also vote by any of the following methods (please vote as soon as possible):

 

  

LOGO Internet. Vote at http://www.proxyvote.com, the website for Internet voting. Follow the instructions on the Notice, or if you received a proxy card by mail, follow the instructions on the proxy card and you can confirm that your vote has been properly recorded. If you vote on the Internet, you can request electronic delivery of future proxy materials. Internet voting for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. (Eastern Daylight Time) on May 10, 2022.

 

  

LOGO Telephone. Vote by telephone by calling 1-800-690-6903. Follow the instructions on the Notice, or if you received a proxy card, by following the instructions on the proxy card. Easy-to-follow voice prompts allow you to vote your stock and confirm that your vote has been properly recorded. Telephone voting for

  stockholders of record will be available 24 hours a day and will close at 11:59 p.m. (Eastern Daylight Time) on May 10, 2022.

 

  

LOGO Mail. If you received a proxy card by mail, vote by mail by completing, signing, dating and returning your proxy card in the pre-addressed, postage-paid envelope provided. If you vote by mail and your proxy card is returned unsigned, then your vote cannot be counted. If you vote by mail and the returned proxy card is signed without indicating how you want to vote, then your proxy will be voted as recommended by the Board. If mailed, your completed and signed proxy card must be received by May 10, 2022.

 

  

If you hold your TransUnion shares in a brokerage account, your ability to vote over the Internet or by telephone depends on your broker’s voting process. Please carefully follow the directions on your proxy card or the voter instruction card from your broker.

 

  

Voting by Internet, telephone or mail will not limit your right to vote virtually at the Annual Meeting if you later decide to change your vote while attending the virtual Annual Meeting. Even if you plan to attend the virtual Annual Meeting, the Board recommends that you submit a proxy in advance via the Internet, by telephone or by mail.

 

Q:

Can I vote my stock by filling out and returning the Notice?

 

A:

No. The Notice will provide instructions on how to vote by Internet, by telephone, by requesting and returning a paper proxy card via mail, or by submitting a ballot electronically during the Annual Meeting.

 

Q:

If I vote by telephone or Internet and received a proxy card in the mail, do I need to return my proxy card?

 

A:

No.

 

Q:

Can I change my vote?

 

A:

Yes. You may revoke or change a proxy before the vote is taken at the Annual Meeting by:

 

   

giving notice of the revocation in writing to

 

 

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our Corporate Secretary at 555 West Adams Street, Chicago, Illinois 60661;

 

    submitting another valid proxy by mail, telephone or over the Internet that is later dated and if mailed, is properly signed, or if submitted by telephone or over the Internet, is received by 11:59 p.m. (Eastern Daylight Time) on May 10, 2022; or

 

    if you have instructed your broker or other nominee to vote your shares, by following the directions received from your broker or nominee to change those instructions.

 

Q:

Who will tabulate and certify the vote?

 

A:

Broadridge Financial Solutions, Inc., an independent third party, will tabulate and certify the vote, and will have a representative to act as the independent inspector of elections for the Annual Meeting.

 

Q:

What if I have technical difficulties during the check-in time or during the Annual Meeting?

 

A:

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the login page at www.virtualshareholdermeeting.com/TRU2022. Please be sure to check in beginning at 11:45 a.m. Central Daylight Time on May 11, 2022, the day of the Annual Meeting, so we may address any technical difficulties before the Annual Meeting live audio webcast begins.

 

Q:

Where can I find the voting results of the Annual Meeting?

 

A:

We will announce the preliminary voting results at the Annual Meeting and disclose the final voting results in a Current Report on Form 8-K filed with the SEC within four business days of the date of the Annual Meeting, unless only preliminary voting results are available at that time. If necessary, we will file an amended Current Report on Form 8-K to disclose the final voting results within four business days after the final voting results are known. You may access

  or obtain a copy of this report and other reports free of charge on our Investor Relations website, www.transunion.com/tru, on the Financials page, or by contacting our Investor Relations department at 312-985-2860. Also, the Form 8-K and other reports we file with the SEC are available to you on the Internet at the SEC’s website at http://www.sec.gov.

 

Q:

Why did I receive a Notice of Internet Availability of Proxy Materials instead of printed proxy materials?

 

A:

Most stockholders received a Notice instead of a full set of printed proxy materials. The Notice provides access to proxy materials in a fast and efficient manner via the Internet. This reduces the amount of paper necessary to produce these materials, as well as the costs associated with mailing these materials to stockholders. On or around March 30, 2022, we will begin mailing the Notice to certain stockholders of record as of the close of business on March 17, 2022, and we will post our proxy materials on the website referenced in the Notice. As more fully described in the Notice, stockholders may choose to access our proxy materials on the website or may request to receive a printed set of our proxy materials. The Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by e-mail for the Annual Meeting and on an ongoing basis. Stockholders who previously requested printed proxy materials or electronic materials on an ongoing basis will receive those materials in the format requested.

 

Q:

How can I access the proxy materials over the Internet?

 

A:

The Notice, this proxy statement and our 2021 Annual Report are available at www.proxyvote.com prior to the day of the Annual Meeting or at www.virtualshareholdermeeting.com/TRU2022 on the day of and during the Annual Meeting. Your Notice or proxy card will contain instructions on how to view these materials. Our proxy materials are also available on our Investor Relations website, www.transunion.com/tru, on the Financials page.

 

 

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Q:

What does it mean if I receive more than one proxy card or Notice?

 

A:

If you receive more than one proxy card or Notice, your shares may be registered in more than one name or in different accounts. Please follow the instructions on each proxy card and/or Notice to ensure that all of your shares are voted.

 

Q:

Who pays for the proxy solicitation related to the Annual Meeting?

 

A:

We will bear the entire cost of this solicitation, including the preparation, assembly, printing, the mailing of the Notice and any mailing of this proxy statement, the proxy card, and any additional information furnished to stockholders. In addition to using the mail, proxies may be solicited by directors, executive officers, and other employees of TransUnion, in person or by telephone. No additional compensation will be paid to our directors,

  executive officers, or other employees for these services. We have retained Georgeson LLC to assist us with the solicitation of proxies for an estimated fee of $10,000 plus expenses. We also will reimburse banks, nominees, fiduciaries, brokers and other custodians for their costs of sending the proxy materials to the beneficial owners of our common stock.

 

Q:

Can I choose to receive proxy statements and annual reports on the Internet instead of receiving them by mail?

 

A:

Yes. If you are a registered stockholder or beneficial owner, you can elect to receive future annual reports and proxy statements on the Internet only and not receive copies in the mail by following the instructions on your proxy card or voting instruction form. Your request for electronic transmission will remain in effect for all future annual reports and proxy statements, unless withdrawn.

 

 

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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 composition and responsibilities of the Board,

   

director independence and qualification standards,

   

Board meeting requirements,

   

management succession planning,

   

compensation of non-management directors, and

   

communications with Board members.

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:

 

   

is currently an employee of the Company or has an immediate family member who is one of our executive officers;

   

has been a Company employee within the past three years or has an immediate family member who has been an executive officer within the past three years;

   

has, or has an immediate family member who has, received within the past three years more than $120,000 during any twelve-month period in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), and other than a family member’s compensation for service as a non-executive employee;

   

is a current partner or employee of a firm that is our internal or external auditor; has an immediate family member who is a current partner of such a firm; has an immediate family member who is a current employee of such firm and personally works on our audit; or was, or has an immediate family member who was within the last three years, a partner or employee of such a firm and personally worked on our audit within that time;

   

has, or has an immediate family member who has, been employed as an executive officer of another company where any of our present executives have served on the other company’s compensation committee during the past three years; or

   

is currently employed as an executive officer or employee, or has an immediate family member who is currently employed as an executive officer, of another company that makes payments to, or receives payments from, the Company for property or services in an amount which, in any single fiscal year, exceeds the greater of (a) $1 million or (b) 2% of such other company’s consolidated gross revenues.

 

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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.

 

   

Corporate Governance Practices—We maintain a corporate governance program that upholds high ethical, legal, and industry standards. Management regularly reports to the NCG Committee regarding our corporate governance program and seeks the committee’s input regarding any proposed modifications to our governance structure.

   

Business Ethics—We handle sensitive information that we use to help individuals make life-changing decisions every day. It is imperative that we protect the integrity and security of this sensitive data, which requires us to employ professionals with the highest ethical standards. Failure to protect such sensitive data could lead to negative consequences for TransUnion including reputational damage, fines, lawsuits, and/or government intervention. To help secure sensitive data, we place great importance in training and holding our employees accountable for compliance with all legal and ethical standards. To ensure the high ethical standards that conducting our business requires, we have several programs, policies, and processes in place. For example, our Code of Business Conduct sets forth the standards by which we operate with each other, our consumers, customers, vendors and business partners. In order to

 

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ensure that our associates, officers and Board members are well-informed and have the guidance to act in a manner consistent with our values, everyone at TransUnion is required to review and affirm the Code of Business Conduct annually.

   

Data Security—TransUnion is committed to aligning with industry-leading, cyber risk management best practices, and complying with all legal and regulatory requirements. Our Information Security program is fundamentally based on ISO/IEC 27001:2013 principles, including a global-level Information Security Department that develops our security policies, standards and procedures, and we consistently evolve our approach to protect against increasing security threats around the world. At the Board level, our TPC Committee is responsible, on behalf of the Board, for oversight and advice to the Board with respect to our information and cybersecurity profile, vulnerabilities, mitigants and related risks. At the management level, TransUnion maintains the Enterprise Risk Management Committee, which sets our risk strategy and helps prioritize risk management activities across the Company.

   

Data Privacy—In addition to the governance practices detailed above, TransUnion maintains a Global Privacy Policy, which ensures compliance with the most current privacy regulations around the world and meets or exceeds consumers’ evolving privacy expectations. We regularly conduct privacy-focused assessments of our products and processing activities for compliance with privacy regulations and alignment with consumer expectations. Our assessments consider the nature of the data use, transparency of the use and notice made available to consumers, along with information security, individuals’ legal rights and expectations, and any relevant data quality considerations.

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.

 

   

Diversity, Equity & Inclusion—We believe that our rich culture of inclusion and diversity enables us to create, develop and fully leverage the strengths of our workforce to exceed consumer and customer expectations and meet our growth objectives. We have implemented several measures to ensure that we focus on making progress in diversity, including setting enterprise diversity goals related to gender equity, and ethnic and racial representation. From 2019 to 2021, we saw a 2% increase of underrepresented groups in leadership in the United States, while women’s representation in leadership increased by 5% globally in the same time period. As a testament to our commitment to diversity, equity and inclusion, we established two mission-focused diversity committees. Our Gender Equity Steering Committee—established in 2019 and led by our Chief Financial Officer and Chief Legal Officer—focuses on advancing TransUnion’s global gender parity goal for roles at the vice president level and above. Our Racial Equity Task Force—established in 2020 and led by several members of our executive leadership team—focuses on advancing opportunities, fairness and justice for racial minorities inside and outside of TransUnion. During 2021, we continued to offer courses globally on unconscious bias training and understanding differences.

   

COVID-19 Response—The COVID-19  pandemic has brought many challenges, and our primary focus throughout has been and continues to be the health and safety of our associates, our customers, and the wider communities in which we operate. We have enhanced the ways we help our employees care for themselves and their families by providing mental health benefits to all of our associates and their families around the world, and by creating multiple enterprise holidays so that associates could spend down-time with their family and friends.

   

Communities—We support the communities where we operate by purchasing goods from diverse businesses, as well as participating in volunteer projects and philanthropic donations.

 

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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.

 

   

Climate Change—In 2021, in partnership with an external consultant, we completed a survey of our greenhouse gas emissions and designed new climate change commitments. We set two climate change targets: reaching net zero scope 1 and scope 2 greenhouse gas emissions by 2025; and 30 percent reductions on leased real estate scope 3 emissions by 2030, using a 2019 baseline. We plan to achieve these reduction targets through renewable energy purchases, an environmentally-friendly cloud migration, and our real estate consolidation strategy. For emissions that TransUnion is unable to reasonably avoid, we expect to mitigate our impact through annual offset purchases until we reach our target.

   

Natural Resources & Waste Management—Before the COVID-19 pandemic, we began consolidating office space to reduce the number of offices available and reduce waste. In 2021, we further consolidated office spaces and certain of our teams and operations transitioned to other nearby office buildings or fully remote work. Going forward, we will continue to assess how and where office location efficiencies can be gained across the more than 30 countries and territories where we have a physical presence, while providing associates with more remote work flexibility.

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.

 

 

LOGO

 

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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.

 

Dr. George M. Awad, 61   Director since November 2013
  Founder and Principal, Gibraltar Capital Corporation

Qualification Highlights

   

Senior Leadership / CEO

   

Finance and Accounting

   

Global

   

Risk Management

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.

 

William P. (Billy) Bosworth, 52   Director since September 2020
  CEO, Dremio Corporation

Qualification Highlights

   

Senior Leadership / CEO

   

Corporate Governance

   

Technology, Privacy and Cybersecurity

   

Risk Management

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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Christopher A. Cartwright, 56   Director since May 2019
  President and CEO, TransUnion

Qualification Highlights

   

Senior Leadership / CEO

   

Technology, Privacy and Cybersecurity

   

Industry

   

Organizational Transformation

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.

 

Suzanne P. Clark, 54   Director since June 2017
  President and CEO, U.S. Chamber of Commerce

Qualification Highlights

   

Senior Leadership / CEO

   

Corporate Governance

   

Technology, Privacy and Cybersecurity

   

Organizational Transformation

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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Russell P. Fradin, 66   Director since July 2018
  Operating Partner, Clayton, Dubilier & Rice, Inc.

Qualification Highlights

   

Senior Leadership / CEO

   

Corporate Governance

   

Technology, Privacy and Cybersecurity

   

Organizational Transformation

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.

 

Charles E. Gottdiener, 57   Director since February 2022
  Former President & CEO, Neustar, Inc.

Qualification Highlights

   

Senior Leadership / CEO

   

Technology, Privacy and Cybersecurity

   

Industry

   

Organizational Transformation

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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Pamela A. Joseph, 63   Director since September 2015; Chairperson of the Board
  Executive Chair, Xplor Technologies

Qualification Highlights

   

Senior Leadership / CEO

   

Technology, Privacy and Cybersecurity

   

Finance and Accounting

   

Global

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.

 

Thomas L. Monahan, III, 55   Director since June 2017
  President and CEO, DeVry University

Qualification Highlights

   

Senior Leadership / CEO

   

Corporate Governance

   

Technology, Privacy and Cybersecurity

   

Global

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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Andrew Prozes, 76   Director since January 2014
  Former CEO, LexisNexis

Qualification Highlights

   

Senior Leadership / CEO

   

Corporate Governance

   

Industry

   

Organizational Transformation

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.

 

 AUDIT AND COMPLIANCE COMMITTEE(1)          

 

 2021 Meetings: 9

 

 Thomas L. Monahan, III, Chairperson (I)

 George M. Awad (I)

 Suzanne P. Clark (I)

 

•   Assist our Board in overseeing and advise our Board on:

¡   the quality and integrity of our financial statements and our financial reporting and disclosure practices;

¡   the soundness of our system of internal controls regarding finance, accounting and information security compliance;

¡   our compliance with applicable legal and regulatory requirements;

¡  our independent registered public accounting firm’s qualifications, performance and independence;

¡  the performance of our internal audit function;

¡   compliance with our Code of Business Conduct; and

¡  compliance with our related person transaction policy.

 

•   Retain our independent registered public accounting firm.

 

•   Pre-approve audit and non-audit services to be provided by our independent registered public accounting firm.

 

•   Consult with our independent and internal auditors regarding audits of our consolidated financial statements and the adequacy of our internal controls.

 

•   Prepare the audit committee report for our proxy statement.

 

•   Our Board has determined that each member of the Audit and Compliance Committee qualifies as an independent director under the NYSE corporate governance standards and the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

•   Our Board has determined that each of Mr. Monahan and Dr. Awad qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K.

 

I = Independent

(1)

Mr. Crawford served as member of the Audit and Compliance Committee until his resignation on December 31, 2021.

 

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 COMPENSATION COMMITTEE(1)(2)

 

 2021 Meetings: 9

 

 Andrew Prozes, Chairperson (I)

 William P. (Billy) Bosworth (I)

 Pamela A. Joseph (I)

 Thomas L. Monahan, III (I)

 

•   Assist our Board of Directors in discharging its responsibilities relating to:

¡  establishing and reviewing our overall compensation philosophy and approving the compensation of our CEO, executive officers and non-management directors;

¡  monitoring our incentive and equity-based compensation plans;

¡   overseeing our management succession and continuity planning process; and

¡  preparing the compensation committee report in our proxy statement.

 

•   Review and approve annual compensation decisions for our CEO and other executive officers, including adjustments to base salary, bonus, equity and equity-based incentives, and other benefits.

 

•   Review and make recommendations to the Board regarding compensation for non-management directors for their Board and committee service.

 

•   Review and discuss with management, at least annually, management’s assessment of whether risks arising from our compensation policies and practices for all employees, including non-executive officers, are reasonably likely to have a material adverse effect on the Company.

 

•   Review and evaluate the succession plans relating to the CEO and other executive officers and make recommendations to the Board accordingly.

 

•   Consult directly with our independent compensation consultants, Frederic W. Cook & Co., Inc. (“FW Cook”), as needed, and with management to review and evaluate our compensation practices, which include both our executive and director compensation programs.

 

I = Independent

(1)

Effective on May 11, 2021, Mr. Bosworth was appointed to serve on the Compensation Committee.

(2)

The Compensation Committee charter authorizes the Compensation Committee to form and delegate its authority to a subcommittee composed solely of one or more members of the Compensation Committee for any purpose that the Compensation Committee deems appropriate. Accordingly, on May 11, 2021, the Compensation Committee established a subcommittee (the “Section 16b Subcommittee”), composed of members of the Compensation Committee who meet the criteria for a “non-employee director” as defined in Rule 16b-3 under the Exchange Act, which has the non-exclusive responsibility and authority to make grants and take actions on behalf of the Compensation Committee that impact executive officers and directors of the Company under Section 16b-3 of the Exchange Act, including making grants or taking actions under the 2015 Amended Plan (as defined below). The current members of our Section 16b Subcommittee are Messrs. Andrew Prozes and Thomas L. Monahan, III and Ms. Pamela A. Joseph.

 

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 NOMINATING AND CORPORATE

 GOVERNANCE COMMITTEE

 

 2021 Meetings: 5

 

 Russell P. Fradin, Chairperson (I)

 Pamela A. Joseph (I)

 Andrew Prozes (I)

 

•   Assist our Board of Directors in discharging its responsibilities relating to:

 

¡  identifying qualified individuals to become new Board members and selecting the director nominees for the annual meetings of stockholders or filling vacancies that may occur between meetings;

 

¡   reviewing the qualifications of incumbent directors to determine whether to recommend them for reelection, or recommending that the Board select the director nominees for our annual meeting of stockholders;

 

¡  recommending Board members to serve on Board committees and evaluating the operations and performance of such committees;

 

¡  developing and recommending to the Board applicable corporate governance principles and taking a leadership role in shaping the corporate governance of the Company;

 

¡  reviewing the adequacy of our charter and by-laws and recommending to the Board of Directors any proposed modifications;

 

¡   overseeing the annual self-evaluation of the Board and each Board committee, as well as overseeing individual director and management evaluations; and

 

¡  maintaining an informed status on Company issues related to corporate social responsibility, philanthropy, public policy, and the Company’s visibility as a global corporate citizen.

 

I = Independent

 

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 TECHNOLOGY, PRIVACY AND

 CYBERSECURITY COMMITTEE(1)

 

 2021 Meetings: 4

 

 William P. (Billy) Bosworth, Chairperson (I)

 George M. Awad (I)

 Suzanne P. Clark (I)

 Russell P. Fradin (I)

 

•   Assist our Board of Directors in discharging its responsibilities related to:

 

¡  assessing risks to our technology and innovation strategy and approach and monitoring performance against our technology functionality and availability goals;

 

¡  monitoring the quality and effectiveness of our information security framework, including capabilities, policies and controls, and methods for identifying, assessing and mitigating information and cybersecurity risks;

 

¡   assessing the effectiveness of our management of information security-related risks, including reviewing the results of audits regarding information technology and information security issues and management’s responses thereto, and consulting with internal and external advisors as appropriate;

 

¡   monitoring our compliance with global data privacy and security regulations and requirements applicable to the data we receive, collect, create, use, process and maintain, including personal information and information regarding consumers; and

 

¡  assessing the effectiveness of systems, controls and procedures we use to ensure compliance with applicable global data privacy and security regulations and requirements.

 

 

I = Independent

(1)

Effective May 11, 2021, Mr. Bosworth was appointed to serve on the TPC Committee and he was appointed to serve as Chairperson of the TPC Committee effective January 10, 2022. Mr. Mehta served as Chairperson of the TPC Committee until his resignation on December 31, 2021 and Mr. Crawford served as a member of the TPC Committee until his resignation on December 31, 2021.

 

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 MERGERS AND ACQUISITIONS

 COMMITTEE(1)

 

 2021 Meetings: 5

 

 George M. Awad, Chairperson (I)

 Russell P. Fradin (I)

 Pamela A. Joseph (I)

 

•   Assist our Board of Directors by:

 

¡  analyzing and making recommendations to the Board with respect to potential opportunities for strategic business combinations, acquisitions, mergers, dispositions, divestitures and similar strategic transactions involving the Company (each a “Strategic Transaction”);

 

¡   ensuring fairness of process with respect to any proposed Strategic Transaction; and

 

¡   expediting and facilitating the process of reviewing, negotiating and consummating certain potential Strategic Transactions.

 

 EXECUTIVE COMMITTEE(2)

 

 2021 Meetings: None

 

 Pamela A. Joseph, Chairperson (I)

 William P. (Billy) Bosworth (I)

 Christopher A. Cartwright

 Russell P. Fradin (I)

 Thomas L. Monahan, III (I)

 Andrew Prozes (I)

 

 

•   Exercise the powers and authority of the Board during the intervals between meetings of the full Board of Directors.

 

I = Independent

(1)

Mr. Mehta served on the Mergers and Acquisitions Committee until his resignation on December 31, 2021. Dr. Awad was appointed to serve as the Chairperson of the Mergers and Acquisitions Committee effective on February 24, 2022.

(2)

Mr. Mehta served on the Executive Committee until his resignation on December 31, 2021. Mr. Bosworth was appointed to serve on the Executive Committee effective on January 10, 2022.

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 business or corporate purpose of the transaction;

 

   

whether the transaction is entered into on an arms-length basis and on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances;

 

   

whether the interest of the director, nominee, executive officer, beneficial owner or family member in the transaction is material;

 

   

whether the transaction would impair the independence of the director or executive officer;

 

   

whether the transaction would otherwise present an improper conflict of interest; and

 

   

whether the transaction would violate any law or regulation applicable to us or any provision of our Code of Business Conduct.

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:

 

   

each person that is the beneficial owner of more than 5% of our outstanding common stock;

 

   

each member of our board of directors;

 

   

each of our “named executive officers” (as defined in the section titled “Compensation Discussion and Analysis” in this proxy statement); and

 

   

all of the members of our Board and our executive officers as a group.

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.

 

Name of Beneficial Owner

  Shares of
Common Stock
    Beneficially Owned    
    Percent of
Common Stock
Outstanding
 

5% or greater stockholders:

   

T. Rowe Price Associates, Inc.(1)

    23,842,639       12.39

The Vanguard Group(2)

    16,690,340       8.67

BlackRock, Inc.(3)

    15,262,247       7.93

Wellington Management Group LLP(4)

    10,436,242       5.42

Directors and Named Executive Officers:

   

George M. Awad(5)

    50,589       *  

William P. (Billy) Bosworth

    3,710       *  

Suzanne P. Clark

    12,465       *  

Russell P. Fradin

    8,462       *  

Charles E. Gottdiener

    0       *  

Pamela A. Joseph

    29,620       *  

Thomas L. Monahan, III

    12,188       *  

Andrew Prozes

    9,837       *  

Christopher A. Cartwright

    122,467       *  

Todd M. Cello

    41,818       *  

Steven M. Chaouki

    29,855       *  

Abhinav (Abhi) Dhar

    28,012       *  

Timothy J. Martin

    23,056       *  

David M. Neenan

    31,607       *  

David E. Wojczynski

    31,511       *  

All Directors and Executive Officers as a Group:

   

(Consisting of 18 persons)(6)

    429,240       *  

 

* Less than 1%.

 

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(1)

Based solely on information obtained from a Schedule 13G/A filed by T. Rowe Price Associates, Inc. (“Price Associates”) with the SEC on February 14, 2022, reporting beneficial ownership obtained as of December 31, 2021. Price Associates has sole voting power over 8,740,750 shares of our common stock and sole dispositive power over 23,842,639 shares of our common stock. Price Associates’ business address is 100 East Pratt Street, Baltimore, MD 21202.

(2)

Based solely on information obtained from a Schedule 13G/A filed by The Vanguard Group (“Vanguard”) with the SEC on February 10, 2022, reporting beneficial ownership as of December 31, 2021. Vanguard has shared voting power over 178,098 shares, sole dispositive power over 16,280,934 shares and shared dispositive power over 409,406 shares. Vanguard’s business address is 100 Vanguard Blvd., Malvern, PA 19355.

(3)

Based solely on information obtained from a Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) with the SEC on February 3, 2022, reporting beneficial ownership as of December 31, 2021. BlackRock has indicated that it has sole voting power over 13,504,204 shares and sole dispositive power over 15,262,247 shares. BlackRock’s business address is 55 East 52nd Street, New York, NY 10055.

(4)

Based solely on information obtained from a Schedule 13G filed by Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP (“Wellington”) with the SEC on February 4, 2022, reporting beneficial ownership as of December 31, 2021. Wellington has indicated that it has shared voting power over 9,171,614 shares and shared dispositive power over 10,436,199 shares. Wellington’s business address is 280 Congress Street, Boston, MA 02210.

(5)

Represents 7,400 shares of common stock and options to purchase 43,189 shares of common stock, which are exercisable within 60 days.

(6)

Represents 348,182 shares of common stock held by our directors and executive officers and options to purchase 81,058 shares of common stock, which are exercisable within 60 days.

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:

 

Board of Directors’ Annual Retainer

   $ 95,000  

Board Chair Fee

   $         115,000  

Audit and Compliance Committee Chair Fee

   $ 30,000  

Compensation Committee Chair Fee

   $ 25,000  

Nominating and Corporate Governance Committee Chair Fee

   $ 20,000  

Technology, Privacy and Cybersecurity Committee Chair Fee

   $ 20,000  

Mergers and Acquisitions Committee Chair Fee

   $ 20,000  

Committee Member Fees

   $ 10,000  

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

 

Name

   Fees Earned
in Cash
($)
     Stock
Awards(1)
($)
     All Other
Compensation
($)
    Total
($)
 

George M. Awad(2)

     117,500        169,929              287,429  

William P. (Billy) Bosworth

     110,000        169,929              279,929  

Suzanne P. Clark

     115,000        169,929              284,929  

Kermit R. Crawford

     115,000        169,929              284,929  

Russell P. Fradin

     137,500        169,929              307,429  

Pamela A. Joseph

     232,500        169,929              402,429  

Siddharth N. (Bobby) Mehta

     127,500        169,929              297,429  

Thomas L. Monahan

     145,000        169,929              314,929  

Andrew Prozes

     140,000        169,929        10,031 (3)      319,960  

 

(1) 

The amounts shown in this column represent the full grant date fair value of the restricted stock grant in 2021 as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Assumptions used in the calculation of these amounts are included in Note 18, “Stock-Based Compensation,” of the consolidated financial statements contained in our 2021 Annual Report on Form 10-K. Dr. Awad, Messrs. Bosworth, Crawford, Fradin, Mehta, Monahan, and Prozes and Mses. Clark and Joseph each received a grant of 1,621 shares of restricted stock under our Amended and Restated 2015 Omnibus Incentive Plan on May 11, 2021. Upon their resignation from the Board on December 31, 2021, Messrs. Crawford and Mehta each forfeited 1,621 unvested shares. These are the only outstanding restricted stock grants for each director.

(2) 

Dr. Awad has 43,189 vested and exercisable stock options with an exercise price of $8.57.

(3) 

The amount shown for Mr. Prozes reflects amounts reimbursed to Mr. Prozes for legal fees incurred in 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:

 

Category (in millions)

   2021      2020  

Audit fees(1)

    $ 5.9      $ 4.0 

Audit-related fees(2)

     6.0       1.5 

Tax fees(3)

     1.3       1.2 

All other fees(4)

     —         —   
  

 

 

    

 

 

 

Total

    $             13.2        $             6.7 
  

 

 

    

 

 

 

 

(1) 

Consists of fees for professional services rendered for the integrated audit of our annual consolidated financial statements and internal control over financial reporting and the review of our interim consolidated financial statements included in our quarterly reports filed with the SEC, and services normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements, accounting consultations on matters addressed during the audit or interim reviews, and SEC filings, including comfort letters, consents and comment letters.

(2)

Consists of fees and expenses for services that are reasonably related to the performance of the audit or review of our consolidated financial statements that are not reported under “Audit Fees.” These services include due diligence related to business acquisitions, carve-out audits and attestation services.

(3) 

Consists of professional fees and expenses related to tax planning, tax advice and tax compliance services, of which $0.9 million is for tax compliance services.

(4) 

Consists of fees for products and services provided by our independent registered public accounting firms that are not included in the first three categories above, which round to zero in both years.

 

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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 integrity of TransUnion’s financial statements and financial reporting processes and systems of internal control;

 

   

the qualifications and independence of TransUnion’s independent registered public accounting firm;

 

   

the performance of TransUnion’s internal audit function and independent registered public accounting firm; and

 

   

TransUnion’s compliance with legal and regulatory requirements.

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:

 

   

Mr. Christopher A. Cartwright—President and Chief Executive Officer (the “CEO”);

 

   

Mr. Todd M. Cello—Executive Vice President (“EVP”), Chief Financial Officer (the “CFO”);

 

   

Mr. Abhi Dhar—EVP, Chief Information and Technology Officer;

 

   

Mr. Steven M. Chaouki—President, U.S. Markets and Consumer Interactive;

 

   

Mr. Timothy J. Martin—EVP, Chief Global Solutions Officer;

 

   

Mr. David E. Wojczynski—Former President, Healthcare; and

 

   

Mr. David M. Neenan—Former President, International

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

 

   

2021 Business Results;

 

   

2021 Annual Incentive Plan Performance;

 

   

2019-2021 Performance Share Unit Performance;

 

   

2021 Executive Compensation Program Actions, Results and Changes; and

 

   

2021 Executive Departures

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

 

   

How our executive compensation philosophy and governance practices align with stockholders and reflect best practices, particularly by discouraging and mitigating against excessive risk taking (see page 46);

 

   

The role of the Compensation Committee, management and compensation consultant in compensation decisions (see page 48);

 

   

An overview of our NEOs’ 2021 target compensation mix (see page 48);

 

   

Key executive compensation components (see page 50);

 

   

Our market analysis and benchmarking (see page 51); and

 

   

Our 2021 executive compensation program (see page 52).

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:

 

•   Consolidated revenue of $2.960 billion, an increase of 17% (16% on a constant currency basis)

 

•   Consolidated Adjusted EBITDA of $1.157 billion, an increase of 21% (20% on a constant currency basis)

 

•   Adjusted Diluted EPS of $3.44, an increase of 29%

 

•   Adjusted EBITDA margin expansion of approximately 140 basis points

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.”

 

LOGO

 

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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 74th 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.”

 

LOGO

2021 Executive Compensation Program Actions, Results and Changes

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

 

•   Mr. Cartwright, Mr. Dhar, Mr. Chaouki, Mr. Martin and Mr. Wojczynski each received a base salary increase in recognition of strong performance and to better align their pay with peers (see page 52).

 

•   Mr. Cartwright and Mr. Cello each received an increase in target annual incentive to better align their pay with peers (see page 53).

 

•   Actual 2021 annual incentive payouts for the NEOs ranged from 167% to 198% of target based on corporate, business unit and individual performance (see page 56).

 

•   Mr. Cello, Mr. Dhar and Mr. Martin each received a one-time restricted stock unit grant (see page 60).

 

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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

 

   
  What We Do     What We Don’t Do

 Emphasize Company performance. 90% of our CEO’s target compensation and 77% of our other NEOs’ target compensation is “at-risk” based on Company and share price performance.

 

 Align with stockholders. 75% of our CEO’s target compensation and 54% of our other NEOs’ target compensation is based on long-term incentives aligned with our stockholders.

 

 Incent both short- and long-term performance. Our long-term incentives have a three-year vesting or performance period complementing the one-year performance period for our annual incentive.

 

 Require significant stock ownership for our executives. Our executives are subject to certain stock ownership requirements.

 

 Compensation Committee advised by an independent compensation consultant. The independent consultant does not provide services to the Company other than advising the Compensation Committee.

 

 Anti-hedging and pledging stock policies for our officers and directors.

 

 Annual incentive plan and long-term incentive grants contain a clawback provision. We can recoup annual incentive payments and long-term incentive compensation, including upon a financial restatement or detrimental activity.

 

 Pay severance or vest PSUs and RSUs upon a “double trigger” in the event of a change in control. Our “double trigger” requires both a change in control and termination of employment either involuntarily without cause or voluntarily for good reason.

 

 Value Diversity and Inclusion and hold our NEOs accountable for increasing representation through diversity, equity and inclusion metrics in our annual incentive plan.

 

 Provide NEOs with tax gross-ups in the event of a change in control. Taxes are our NEOs’ responsibility.

 

 No re-pricing of underwater stock options. We do not re-price outstanding stock options, whether vested or unvested.

 

 Pay dividend equivalents on unvested RSUs and PSUs. Dividend equivalents on RSUs and PSUs are paid only upon vesting. Dividend equivalents paid on PSUs are based on the number of shares earned as a result of actual Company performance.

 

 Provide enhanced benefit plans for our NEOs. Our NEOs generally participate in the same retirement, health and welfare plans broadly available to all U.S. salaried employees. Additionally, there are no lifetime benefits for former or retired executives.

 

 Offer excessive perquisites. We only offer a limited number of perquisites to NEOs to support personal financial planning and well-being.

 

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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.

 

   

Attract, motivate and retain highly experienced executives who are vital to our short- and long-term success, profitability and growth;

 

   

Align the focus of our executives with the interests of our stockholders by rewarding executives for the achievement of strategic goals that successfully drive our strategy, operations and business performance and, thereby, enhance stockholder value;

 

   

Differentiate rewards based on actual individual performance while also rewarding executives for our overall results while remaining fair and equitable; and

 

   

Discourage unnecessary and excessive risk-taking.

In support of this philosophy, the Compensation Committee:

 

   

Reviews and approves corporate goals and objectives for our CEO;

 

   

Evaluates the performance of our CEO in light of such goals and objectives and approves the annual base salary, annual incentive, long-term incentives and other benefits provided to the CEO and other executive officers;

 

   

Reviews and recommends to the full Board new executive compensation programs, including long-term incentive compensation programs;

 

   

Periodically reviews the operation of our executive compensation programs as well as the administration of such programs to determine whether they are achieving their intended purpose(s);

 

   

Requires our executives to establish and maintain significant stock ownership in the Company;

 

   

Engages an independent compensation consultant to solely advise the Compensation Committee as to the competitiveness of our program and incentives being provided to our CEO and the other executives; and

 

   

Places a significant portion of each executive’s compensation at risk, contingent upon meeting measurable and meaningful performance goals.

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:

 

   

The CEO reports to the Compensation Committee his performance evaluation of our senior executives, including the NEOs (other than himself). Together with the EVP, Chief Human Resources Officer, the CEO recommends compensation decisions for these individuals, including base salary levels, the mix of incentive awards and performance objectives; and

 

   

The CEO develops recommended performance objectives and targets for our incentive compensation programs.

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)

 

 

LOGO

ALL OTHER NEOS’ 2021 TARGET PAY MIX(1)

 

 

LOGO

 

(1)

Percentages calculated using 2021 annual base salary, target annual incentive and target annual long-term incentive grant value for RSUs and PSUs. Excludes one-time RSU grant for Messrs. Cello, Dhar and Martin. Excludes former executives, Mr. Wojczynski and Mr. Neenan.

 

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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:

 

     

Component

 

 

Description

 

 

Purpose

 

    Fixed           Base Salary  

•  Ongoing cash compensation based on the NEO’s role, responsibilities, market data and individual performance

 

•  Designed to attract and retain experienced executives

•  Recognizes individual experiences, skills, and sustained performance

  Benefits (health, welfare and retirement)  

•  Medical, dental, qualified and nonqualified retirement plan

 

•  Same benefits generally available to U.S. employees

  Perquisites  

•  Reimbursement for financial and tax planning services and annual physical program

 

•  Supports personal financial planning needs

•  Ensures personal well-being

       
  At-Risk       Annual Incentive  

•  Actual pay varies between 0% and 200% of target

•  Uses predominantly financial objectives, including financial goals linked to a business unit where relevant, as well as individual objectives

 

•  Incentivizes and drives the accomplishment of short-term financial and individual strategic goals

  Restricted Stock Units  

•  Represents 50% of target annual LTI grant value

•  Vest ratably over a three-year period from the grant date provided NEO remains continuously employed

 

•  Aligns NEOs to long-term financial and share price performance

•  Designed to retain executives

•  Aligns NEOs with interest of stockholders

  Performance Share Units  

•  Represents 50% of target annual LTI grant value

•  Actual awarded shares varies between 0% and 200% of target

•  Performance components include 3-year cumulative Adjusted EBITDA, Revenue and Relative TSR

•  Vest 100% following three-year performance period based on actual Company performance

 

•  Aligns NEOs to long-term financial and share price performance

•  Aligns pay and performance by linking number of shares to financial and market performance

•  Aligns NEOs with interest of stockholders

 

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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.

 

 

LOGO

 

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

 

   

Additions: Black Knight, Inc.

 

   

Removals: TTEC Holdings, Inc.

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.

 

Named Executive Officer

   2021 Annualized
Base Salary
     2020 Annualized
Base Salary
 

Christopher A. Cartwright

    $                 1,000,000      $                 975,000 

Todd M. Cello

    $ 650,000      $ 650,000 

Abhi Dhar

    $ 575,000      $ 500,000 

Steven M. Chaouki

    $ 675,000      $ 600,000 

Timothy J. Martin

    $ 600,000      $ 500,000 

David E. Wojczynski

    $ 475,000      $ 450,000 

David M. Neenan

    $ 650,000      $ 650,000 

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.

 

Named Executive Officer

   2021 Target Annual Incentive
as a Percentage of Base Salary
    2021 Target Annual Incentive  

Christopher A. Cartwright

     150    $                 1,500,000 

Todd M. Cello

     110    $ 715,000 

Abhi Dhar

     100    $ 575,000 

Steven M. Chaouki

     100    $ 675,000 

Timothy J. Martin

     100    $ 600,000 

David E. Wojczynski

     100    $ 475,000 

David M. Neenan

     100    $ 650,000 

 

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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.

 

     Objective    Definition
Defined Corporate
Adjusted EBITDA
   Earnings before interest, taxes, depreciation and amortization, and other adjustments deemed by management and the Compensation Committee for annual incentive plan purposes.

 

Defined Corporate
Revenue

 

  

 

The overall corporate revenue, including applicable adjustments used in the calculation of Adjusted Revenue as disclosed in our 2021 Annual Report on Form 10-K, and further adjusted by management and the Compensation Committee for annual incentive plan purposes.

 

Adjusted Diluted EPS

   Adjusted Net Income which is net income including applicable adjustments as disclosed in our quarterly Earnings Reports divided by weighted-average diluted shares outstanding.
      

Defined U.S. Markets

Adjusted EBITDA

 

  

Earnings before interest, taxes, depreciation and amortization, and other adjustments for annual incentive plan purposes for the U.S. Markets operating segment.

 

Defined U.S. Markets

Revenue

   The U.S. Markets operating segment revenue, including applicable adjustments used in the calculation of Adjusted Revenue as disclosed in our 2021 Annual Report on Form 10-K, and further adjusted by management and the Compensation Committee for annual incentive plan purposes.
      

Defined International

Adjusted EBITDA

 

  

Earnings before interest, taxes, depreciation and amortization, and other adjustments for annual incentive plan purposes for the International operating segment.

 

Defined International

Revenue

   The International operating segment revenue, including applicable adjustments used in the calculation of Adjusted Revenue as disclosed in our 2021 Annual Report on Form 10-K, and further adjusted by management and the Compensation Committee for annual incentive plan purposes.
      

Defined Healthcare

Adjusted EBITDA

 

  

Earnings before interest, taxes, depreciation and amortization, and other adjustments for annual incentive plan purposes for the Healthcare operating segment through November 2021.

 

      

Defined Healthcare Revenue

   The Healthcare operating segment revenue, including applicable adjustments used in the calculation of Adjusted Revenue as disclosed in our 2021 Annual Report on Form 10-K, and further adjusted by management and the Compensation Committee for annual incentive plan purposes through November 2021.
      

Strategic Individual Objectives

   Specific individual quantitative and qualitative goals aligned with our strategic objectives.

 

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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.

 

    Financial Objective  

Threshold

(25% Payout)

 

Target

(100% Payout)

 

Maximum

(200% Payout)

  Result     Achievement
           

Defined Corporate Adjusted EBITDA*

 

$   978.3

 

$1,051.9

 

$1,094.0

 

 

$1,150.1

 

 

200%

           

Defined Corporate Revenue*

 

$2,556.0

 

$2,690.5

 

$2,771.2

 

 

$2,906.8

 

 

200%

           

Adjusted Diluted EPS

 

$     2.89

 

$     3.11

 

$     3.23

 

 

$     3.44

 

 

200%

           

Defined U.S. Markets Adjusted EBITDA*

 

$   612.5

 

$   658.6

 

$   684.9

 

 

$   721.0

 

 

200%

           

Defined U.S. Markets Revenue*

 

$1,533.9

 

$1,614.7

 

$1,663.1

 

 

$1,740.0

 

 

200%

           

Defined International Adjusted EBITDA*

 

$   254.9

 

$   274.1

 

$   285.0

 

 

$   303.3

 

 

200%

           

Defined International Revenue*

 

$   631.1

 

$   664.3

 

$   684.2

 

 

$   706.9

 

 

200%

           

Defined Healthcare Adjusted EBITDA*(1)

 

$     76.3

 

$     82.0

 

$     85.3

 

 

$     86.6

 

 

200%

           

Defined Healthcare Revenue*(1)

 

$   166.6

 

$   175.4

 

$   180.7

 

 

$   175.8

 

 

106.7%

 

*

Amounts reflect millions.

(1)

Healthcare results based on actual performance through November 30, 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.

 

  Named Executive Officer    Objective   Weighting   Achievement   Payout  

  Christopher A. Cartwright,

  President & CEO

   Defined Corporate Adjusted EBITDA   50%   200%   $ 1,500,000  
  

 

Defined Corporate Revenue

  20%   200%   $ 600,000  
  

 

Adjusted Diluted EPS

  20%   200%   $ 600,000  
  

 

Strategic Individual Objectives

  10%   175%   $ 262,500  
   
      

Total

 

198%

 

$

2,962,500

 

  Todd M. Cello,

  CFO

   Defined Corporate Adjusted EBITDA   50%   200%   $ 715,000  
  

 

Defined Corporate Revenue

  20%   200%   $ 286,000  
  

 

Adjusted Diluted EPS

  20%   200%   $ 286,000  
  

 

Strategic Individual Objectives

  10%   150%   $ 107,250  
   
      

Total

 

195%

 

$

1,394,250

 

  Abhi Dhar,

  Chief Information and Technology Officer

   Defined Corporate Adjusted EBITDA   50%   200%   $ 575,000  
  

 

Defined Corporate Revenue

  20%   200%   $ 230,000  
  

 

Adjusted Diluted EPS

  20%   200%   $ 230,000  
  

 

Strategic Individual Objectives

  10%   175%   $ 100,625  
   
      

Total

 

198%

 

$

1,135,625

 

  Steven M. Chaouki,

  President, U.S. Markets and Consumer Interactive

   Defined Corporate Adjusted EBITDA   20%   200%   $ 270,000  
  

 

Adjusted Diluted EPS

  20%   200%   $ 270,000  
  

 

Defined U.S. Markets Adjusted EBITDA

  25%   200%   $ 337,500  
  

 

Defined U.S. Markets Revenue

  25%   200%   $ 337,500  
  

 

Strategic Individual Objectives

  10%   150%   $ 101,250  
   
      

Total

 

195%

 

$

1,316,250

 

  Timothy J. Martin,

  Chief Global Solutions Officer

   Defined Corporate Adjusted EBITDA   50%   200%   $ 600,000  
  

 

Defined Corporate Revenue

  20%   200%   $ 240,000  
  

 

Adjusted Diluted EPS

  20%   200%   $ 240,000  
  

 

Strategic Individual Objectives

  10%   125%   $ 75,000  
   
      

Total

 

193%

 

$

1,155,000

 

  David E. Wojczynski(1)

  Former President, Healthcare

   Defined Corporate Adjusted EBITDA   20%   200%   $ 182,712  
  

 

Adjusted Diluted EPS

  20%   200%   $ 182,712  
  

 

Defined Healthcare Adjusted EBITDA

  25%   200%   $ 228,390  
  

 

Defined Healthcare Revenue

  25%   106.7%   $ 121,808  
  

 

Strategic Individual Objectives

  10%   100%   $ 45,678  
   
      

Total

 

167%

 

$

761,301

 

  David M. Neenan,

  Former President, International

   Defined Corporate Adjusted EBITDA   20%   200%   $ 260,000  
  

 

Adjusted Diluted EPS

  20%   200%   $ 260,000  
  

 

Defined International Adjusted EBITDA

  25%   200%   $ 325,000  
  

 

Defined International Revenue

  25%   200%   $ 325,000  
  

 

Strategic Individual Objectives

  10%   125%   $ 81,250  
   
        

Total

 

193%

 

$

1,251,250

 

 

(1)

Mr. Wojczynski’s 2021 annual incentive is prorated for the portion of 2021 during which he was employed by the Company from January 1, 2021 to December 16, 2021. Additionally, financial results are based upon actual Company performance through November 2021. Mr. Wojczynski’s annual incentive was paid out as part of his severance payment. See the chart on page 76 pertaining to Mr. Wojczynski in the section titled “—2015 Plan and 2015 Amended Plan.”

 

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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.

 

                 Threshold                                     Target                                    Maximum                 

  Transaction Value

  ≤ $1.28 Billion        $1.6 Billion        ≥ $2.0 Billion     

  Transaction Bonus

  $825,000        $1,650,000        $4,000,000     

 

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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:

 

Performance Component                                      

   Weighting  

Cumulative Adjusted EBITDA(1)

     30

Relative total stockholder return (“Relative TSR”) against the companies in the Commercial and Professional Services industry classification within the Russell 3000 Index (the “Relative TSR Peer Group”)

     50

Cumulative Revenue(1)

     20

 

(1)

Adjusted EBITDA and Revenue are calculated using the definitions of Adjusted EBITDA and Adjusted Revenue disclosed in our Annual Report on Form 10-K and adjusted to be on an organic, constant currency basis.

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.

 

Named Executive Officer

   Target Annual
LTI Grant Value

Christopher A. Cartwright

       $7,500,000 

Todd M. Cello

       $2,000,000 

Abhi Dhar

       $1,500,000 

Steven M. Chaouki

       $1,500,000 

Timothy J. Martin

       $1,000,000 

David E. Wojczynski

       $   700,000 

David M. Neenan

       $1,500,000 

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.

 

Performance Measure*

  Weighting   Threshold
(25%
Payout)
  Target
(100%
Payout)
  Maximum
(200%
Payout)
  Actual   Achievement

Cumulative Adjusted EBITDA(1)

      45 %       $2,951.9        $3,166.3        $3,472.5        $3,151.6        94 %

Cumulative Revenue(1)

      20 %       $7,369.8        $7,611.6        $8,056.4        $7,739.9        129 %

Relative TSR

      35 %      
25th
Percentile

 
     
50th
Percentile

 
     

80th
Percentile
and above


 
     
74th
Percentile

 
      181 %
                  Total Weighted Payout       131 %

 

*

Amounts reflect millions.

(1)

Adjusted EBITDA and Revenue are calculated using the definitions of Adjusted EBITDA and Adjusted Revenue disclosed in our Annual Report on Form 10-K and adjusted to be on an organic, constant currency basis.

 

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The following table illustrates the final results for each NEO’s 2019 PSUs. Mr. Neenan did not receive an annual PSU grant in 2019, instead he received a PSU grant based on the performance of TransUnion’s UK business. This grant vested in 2020.

 

               Actual Performance(1)

Named Executive Officer

  

Performance Metric

   # of
Target PSUs
   Payout %   # of Shares
Earned

Christopher A. Cartwright(2)

   Cumulative Adjusted EBITDA        19,050        94 %       17,906
   Cumulative Revenue        8,468        129 %       10,923
   Relative TSR        14,819        181 %       26,822
   Total        42,337          131 %       55,651

Todd M. Cello

   Cumulative Adjusted EBITDA        6,067        94 %       5,702
   Cumulative Revenue        2,696        129 %       3,477
   Relative TSR        4,720        181 %       8,543
   Total        13,483        131 %       17,722

Abhi Dhar

   Cumulative Adjusted EBITDA        4,282        94 %       4,025
   Cumulative Revenue        1,904        129 %       2,456
   Relative TSR        3,331        181 %       6,029
   Total        9,517        131 %       12,510

Steven M. Chaouki

   Cumulative Adjusted EBITDA        3,568        94 %       3,353
   Cumulative Revenue        1,587        129 %       2,047
   Relative TSR        2,776        181 %       5,024
   Total        7,931        131 %       10,424

Timothy J. Martin

   Cumulative Adjusted EBITDA        2,498        94 %       2,348
   Cumulative Revenue        1,110        129 %       1,431
   Relative TSR        1,944        181 %       3,518
   Total        5,552        131 %       7,297

David E. Wojczynski

   Cumulative Adjusted EBITDA        2,498        94 %       2,348
   Cumulative Revenue        1,110        129 %       1,431
   Relative TSR        1,944        181 %       3,518
   Total        5,552        131 %       7,297

 

(1)

The PSUs vested on February 20, 2022 and, therefore, are reported in the “Outstanding Equity Awards at Fiscal Year-End Table—2021” for 2021.

(2)

In connection with his promotion to CEO on May 8, 2019, Mr. Cartwright received an additional LTI grant with the same terms and conditions as the 2019 annual LTI grant. These amounts are included in the above table. The PSUs from this award vested on February 20, 2022.

One-time 2021 RSU Grant

As described above, a primary goal of our executive compensation program is to attract, motivate and retain highly experienced executives who are vital to our short- and long-term success, profitability and growth. The CEO and Compensation Committee extensively review talent retention on an on-going basis, including retention of executives with strong performance who are key to our future success.

Based on this review, in 2021, the Section 16b Subcommittee approved retentive equity grants to certain of the Company’s NEOs. On September 1, 2021, Mr. Cello received a grant of RSUs with a fair market value of $999,966. The grant is comprised of 8,155 RSUs that fully vest on the third anniversary of the grant date. The grant to Mr. Cello was made to ensure continued retention and in recognition of his continued leadership, particularly during the Company’s M&A activity in 2021. On September 1, 2021, Mr. Dhar received a grant of RSUs with a fair market value of $999,966. The grant is comprised of 8,155 RSUs that fully vest on the second anniversary of the grant date. The grant made to Mr. Dhar was made to ensure continued retention and in

 

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recognition of his continued technology leadership through its on-going transformation. Lastly, on September 1, 2021, Mr. Martin received a grant of RSUs with a fair market value of $499,922. The grant is comprised of 4,077 RSUs that fully vest on the second anniversary of the grant date. Mr. Martin’s grant was made to ensure continued retention and in recognition of his role and impact in the recent acquisition of Neustar, the largest acquisition in Company history.

All grants were made with the same terms and conditions as the annual LTI grant to employees generally. The Compensation Committee determined the grant size based on a review of each NEO’s compensation and the value of outstanding long-term incentive grants for comparable positions at peer companies.

The one-time RSU grants will not affect any regular compensation arrangements for Messrs. Cello, Dhar and Martin.

Modification of Restricted Stock Units and Performance Share Units

Under the terms of our LTI award agreements and summarized under “Executive Compensation—Payments upon Termination and Change in Control—2021,” the vesting of outstanding RSUs and PSUs only occurs upon a termination due to death, disability or a qualified termination following a change in control.

On October 26, 2021, Trans Union LLC entered into a definitive agreement to sell its Healthcare business to nThrive, Inc. Under the terms of the LTI 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.

On November 9, 2021 the Compensation Committee 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. The amendment to such terms resulted in all outstanding RSUs for such employees vesting in full on December 17, 2021 (the closing date for the Healthcare Divestiture). 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. The modification of the awards resulted in additional stock-based compensation expense. The amount for Mr. Wojczynski is disclosed and discussed in “Executive Compensation—Summary Compensation Table—2021” and “Executive Compensation—Grants of Plan Based Awards Table—2021.”

Stock Ownership Requirements

The Compensation Committee maintains a formal stock ownership policy requiring all executives (defined as the CEO and his direct reports) to hold TransUnion common stock, including unvested RSUs, in an amount equal to six times annual base salary for the CEO and three times annual base salary for all other executives. To attain the requisite multiples, the executive must retain 75% of the after-tax value of the executive’s shares received pursuant to any long-term incentive grant made after January 1, 2016 until such multiple is achieved. Executives aged 60 or older are subject to a reduced ownership requirement equal to 50% of the applicable amount.

All NEOs have satisfied their applicable stock ownership requirements as of December 31, 2021.

Prohibited Transactions

Our insider trading policy limits the timing and types of transactions in TransUnion securities by Company directors, employees and officers (including our NEOs), and any member of such person’s immediate family sharing the same household, any corporations or other business entities they control or manage, and any trusts of which they are the trustee or otherwise have investment control over.

 

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Subject to certain specified exceptions, among other restrictions, the policy:

 

   

allows all executive officers, directors and other designated employees to trade TransUnion securities only during open window periods and only after they have pre-cleared transactions with the CFO and Chief Legal Officer (or their respective designees);

 

   

prohibits the short-selling of TransUnion securities or “selling against the box” (failing to deliver sold securities); and

 

   

prohibits transactions in puts, calls or other derivatives on TransUnion securities on an exchange or in any other organized market, as well as any other derivative or hedging transactions on TransUnion securities.

Transactions made pursuant to approved 10b5-1 plans, certain stock option exercises and purchases through our employee stock purchase plan are examples of the types of transactions that may be permissible during blackout periods, in accordance with our insider trading policy.

Our insider trading policy also prohibits holding TransUnion securities in a margin account or pledging TransUnion securities as collateral for a loan unless approval is received from the CFO and Chief Legal Officer (or their respective designees), which approval is in their sole discretion.

Executive Benefits and Perquisites

The NEOs receive benefits that are part of a competitive total compensation package necessary to attract and retain executive talent, and are generally identical to those we provide to other U.S.-based employees. These benefits include medical, dental, vision, life and disability insurance. In addition, we offer a qualified retirement plan (described below) and, for the NEOs, a nonqualified supplemental retirement plan (described below). NEOs are also eligible to participate in an annual physical program and may receive reimbursement for financial planning and tax services up to the maximum amount of $15,000 for the CEO and $12,000 for the other NEOs.

Retirement Plans

We maintain the TransUnion 401(k) & Savings Plan (the “401(k) Plan”), which is a broad-based 401(k) savings and retirement plan in which all employees, including the NEOs, may participate. Generally, we match employees’ eligible contributions up to a certain amount and also may make a non-elective Company contribution. The Internal Revenue Code of 1986, as amended (the “Code”), places certain limits on the amount of contributions that may be made by and on behalf of employees to the 401(k) Plan. Therefore, to allow for contributions beyond the limits set under the Code, we also maintain the nonqualified Retirement and 401(k) Supplemental Plan (the “Supplemental Plan”). In general, under the Supplemental Plan, each NEO may defer all or some portion of the NEO’s cash compensation that the NEO was not otherwise permitted to defer under the 401(k) Plan due to limitations under the Code in order to provide additional retirement savings. Beginning in 2021, matching contributions to the Supplemental Plan are made on a discretionary basis using the same matching formula under the 401(k) Plan. Additionally, we may make a discretionary non-elective contribution on behalf of the NEOs to the Supplemental Plan at the end of the year based on a similar contribution to the 401(k) Plan.

CEO Employment Agreement and Severance Agreements

Upon his promotion to CEO, we entered into an employment agreement with Mr. Cartwright (the “Cartwright Employment Agreement”), which is summarized under “—Executive Compensation—Payments upon Termination and Change in Control—2021” and the accompanying narrative.

 

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We have also entered into a Severance and Restrictive Covenant Agreement (the “Severance Agreement”) with each of the other NEOs. The Severance Agreements are designed to maximize retention and are summarized under “Executive Compensation—Payments upon Termination and Change in Control—2021” and the accompanying narrative.

Use of Tally Sheets

In 2021, the Compensation Committee reviewed compensation summaries for each executive officer, including the NEOs. These summaries outline each component of pay and amounts paid in certain termination and change in control scenarios. Changes to our NEOs’ compensation are not based off this information; however, the Compensation Committee uses this information to confirm that pay objectives continue to be aligned with the long-term interests of our stockholders.

Federal Income Tax Considerations

Section 162(m) of the Code limits the deductibility of compensation in excess of $1 million paid to certain NEOs in any calendar year. Additionally, under the tax rules in effect before 2018, compensation that qualified as “performance-based” under Section 162(m) was deductible without regard to this $1 million limit. However, the 2017 Tax Cuts and Jobs Act (the “Tax Act”) eliminated this performance-based compensation exception effective January 1, 2018, subject to a special rule that “grandfathers” certain awards and arrangements that were in effect on or before November 2, 2017. As a result, compensation that the Compensation Committee structured to qualify as performance-based compensation under Section 162(m) of the Code that is paid on or after January 1, 2018 may not be fully deductible, depending on the application of the special grandfather rules.

While the Tax Act limits the deductibility of compensation paid to the NEOs, such limitations will not have a material impact on our executive compensation program. Our Compensation Committee may, among other things, determine that failing to meet its objectives to attract, retain, and motivate senior executives creates more risk for the Company than the financial impact of losing the tax deduction. Our Compensation Committee will continue to structure our compensation program in the best long-term interests of our stockholders, with deductibility of compensation being one of a variety of considerations taken into account.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors of TransUnion has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Andrew Prozes, Chairperson

William P. Bosworth, Committee Member

Pamela A. Joseph, Committee Member

Thomas L. Monahan, III, Committee Member

The foregoing Compensation 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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EXECUTIVE COMPENSATION

Summary Compensation Table — 2021

 

  Name/Principal Position Year

Salary

($)

Bonus(1)

($)

Stock

Awards(2,3)

($)

Option
Awards(1)

($)

Non-Equity

Incentive Plan

Compensation(4)

($)

Change in

Pension

Value and

Nonqualified

Deferred

Compensation

Earnings

($)

All Other

Compensation(5)

($)

Total

($)

  Christopher A. Cartwright

    President and Chief

    Executive Officer

  2021   991,346     7,737,485     2,962,500     66,077   11,757,408
  2020   971,154   951,639   6,533,655     66,924     109,780   8,633,152
  2019   891,731   250,000   5,706,465     1,236,436     121,999   8,206,631

  Todd M. Cello

    EVP, Chief Financial Officer

  2021   650,000     3,063,230     1,394,250     82,177   5,189,657
  2020   634,615   488,020   2,177,854     34,320     78,048   3,412,857
  2019   534,615     1,763,861     699,111     89,087   3,086,674

  Abhi Dhar(6)

    EVP, Chief Information and

    Technology Officer

  2021   549,038     2,547,394     1,135,625     77,860   4,309,917
  2020   500,000   300,400   1,524,498     101,400     48,749   2,475,047
  2019   490,385     2,244,992     648,056     14,054   3,397,487

  Steven M. Chaouki(6)

    President, U.S. Markets and

    Consumer Interactive

  2021   649,038     1,547,428     1,316,250     71,957   3,584,673
  2020   584,615   236,160   1,415,654     258,000     56,453   2,550,882
      

  Timothy J. Martin(6)

    EVP, Chief Global Solutions

    Officer

  2021   548,077     1,531,503     1,155,000     45,838   3,280,418
      

  David E. Wojczynski(6)

    Former President,

    Healthcare

  2021   466,346   2,443,125   3,784,108         2,207,505   8,901,084
      

  David M. Neenan

    Former President,

    International

  2021   650,000     1,547,428     1,251,250     97,108   3,545,786
  2020   650,000   424,840   2,177,831     97,500     107,273   3,457,444
  2019   650,000     2,999,964     884,722     108,190   4,642,876

 

(1) 

Amount shown for Mr. Wojczynski was the amount earned in accordance with the terms of the Healthcare Incentive Agreement described in the CD&A above under “Executive Summary—2021 Executive Departures.” Amounts shown for other NEOs for 2019 and 2020 represent one-time discretionary annual incentive payments.

(2) 

The amounts shown in this column represent the aggregate grant date fair value of RSUs and PSUs granted to the NEOs calculated in accordance with FASB ASC Topic 718. For 2021, assumptions used in the calculation of these amounts are included in Note 18, “Stock-Based Compensation,” of the consolidated financial statements in our 2021 Annual Report on Form 10-K. For PSUs, the amounts are based on probable outcomes as of the grant date. The table below illustrates the value of the PSUs for each NEO assuming maximum performance.

 

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  Name    Performance
Period
  

PSU Value Assuming
Maximum Performance

($)

  Christopher A. Cartwright

       2021 – 2023      5,862,458
       2020 – 2022      5,483,586
       2019 – 2021      4,743,855

 

  Todd M. Cello

    

 

 

 

2021 – 2023  

 

  

 

1,563,173

 

       2020 – 2022      1,827,700
       2019 – 2021      1,466,249

 

  Abhi Dhar

    

 

 

 

2021 – 2023  

 

  

 

1,172,405

 

       2020 – 2022      1,279,342
       2019 – 2021      1,034,985

 

  Steven M. Chaouki

    

 

 

 

2021 – 2023  

 

  

 

1,172,405

 

       2020 – 2022      1,188,030

 

  Timothy J. Martin

    

 

 

 

2021 – 2023  

 

  

 

   781,536

 

 

  David E. Wojczynski

    

 

 

 

2021 – 2023  

 

  

 

1,191,700

 

 

  David M. Neenan

    

 

 

 

2021 – 2023  

 

  

 

1,172,405

 

       2020 – 2022      1,827,745
       2019 – 2021      5,999,928

 

(3)

Amounts reported for Mr. Wojczynski include an incremental grant date fair value of $3,061,973, calculated in accordance with FASB ASC Topic 718, attributable to the modification of awards approved by the Section 16b Subcommittee on November 24, 2021, pursuant to which all of Mr. Wojczynski’s outstanding RSU award agreements were modified to allow them to vest upon the Healthcare Divestiture. In addition, Mr. Wojczynski’s outstanding PSU awards will remain outstanding and eligible to vest upon completion of the original performance period based on actual Company performance. Under the terms of the original award agreement, all outstanding RSUs and PSUs would have been forfeited due to Mr. Wojczynski’s termination in connection with the Healthcare Divestiture.

(4)

The amounts shown in this column represent amounts earned under the annual incentive plan for the year shown and are paid in February of the following year.

(5)

Information regarding the amounts shown in this column can be found in the “Detailed Analysis of ‘All Other Compensation’ Column” table below.

(6)

Mr. Dhar was an NEO in 2019 but not in 2020, Mr. Chaouki was not an NEO in 2019 and, Mr. Martin and Mr. Wojczynski were not NEOs prior to 2021.

Detailed Analysis of “All Other Compensation” Column

 

  Name   

Company

Match

& Retirement

Contribution
to Qualified

401(k)

Savings Plan(1)

($)

  

Company

Match
& Retirement

Contribution

to Nonqualified

Retirement

Plan(2)

($)

  

Other

Benefits(3)

($)

  

Total

($)

 

  Christopher A. Cartwright

    

 

 

 

14,250

 

    

 

 

 

50,827

 

    

 

 

 

1,000

 

    

 

 

 

66,077

 

 

  Todd M. Cello

    

 

 

 

14,250

 

    

 

 

 

45,690

 

    

 

 

 

22,237

 

    

 

 

 

82,177

 

 

  Abhi Dhar

    

 

 

 

14,250

 

    

 

 

 

44,319

 

    

 

 

 

19,291

 

    

 

 

 

77,860

 

 

  Steven M. Chaouki

    

 

 

 

14,250

 

    

 

 

 

36,290

 

    

 

 

 

21,417

 

    

 

 

 

71,957

 

 

  Timothy J. Martin

    

 

 

 

14,250

 

    

 

 

 

24,786

 

    

 

 

 

6,802

 

    

 

 

 

45,838

 

 

  David E. Wojczynski(4)

    

 

 

 

14,250

 

    

 

 

 

36,567

 

    

 

 

 

2,156,688

 

    

 

 

 

2,207,506

 

 

  David M. Neenan

    

 

 

 

14,250

 

    

 

 

 

64,075

 

    

 

 

 

18,783

 

    

 

 

 

97,108

 

 

(1)

For 2021, we matched 100% of the first 3% and 50% of the next 2% percent of eligible compensation (subject to the 2021 Code limit of $290,000 (the “IRS Limit”)) contributed on a pre-tax basis to the 401(k) Plan. Additionally, in 2021, we made a discretionary non-elective retirement contribution equal to 1% of eligible 2020 compensation to the 401(k) Plan.

(2)

For eligible compensation above the IRS Limit, we matched 100% of the first 3% and 50% of the next 2% contributed on a pre-tax basis to the Supplemental Plan. Additionally, in 2021, for the 2020 plan year, we made a discretionary non-elective retirement contribution equal to 1% of eligible compensation to the Supplemental Plan. Contributions into the Supplemental Plan are also subject to FICA taxes

 

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  (Social Security and Medicare taxes), which are paid, along with the applicable taxes, on behalf of the NEO by the Company. In 2021, the total FICA taxes on the Supplemental Plan Contributions, including the applicable taxes, paid on behalf of the NEOs were: Mr. Cartwright- $1,655; Mr. Cello- $1,269; Mr. Dhar- $1,166; Mr. Chaouki- $1,160; Mr. Martin- $758; Mr. Wojczynski- $952; and Mr. Neenan- $1,589.
(3)

The amounts in this column are based on the aggregate incremental cost to the Company for the reimbursement of tax and financial planning services, annual medical examinations, match on charitable contributions up to a maximum of $2,000 per calendar year under our standard Company program available to all U.S. employees and a special one-time charitable contribution match for India COVID-19 relief above and beyond the standard matching program (Mr. Cartwright- $1,000; Mr. Cello- $2,000; Mr. Dhar- $1,216; Mr. Martin- $3,000; Mr. Wojczynski- $150; and Mr. Neenan- $2,000), non-cash gifts and for business and other related travel. The following NEOs were also provided tax payments for imputed income for annual medical examinations and business and other related travel under our standard Company practice applicable to all impacted U.S. employees, regardless of level: Mr. Cello- $3,627; Mr. Dhar- $1,780; Mr. Chaouki- $4,172; Mr. Martin- $665; Mr. Wojczynski- $4,501; and Mr. Neenan- $2,119.

(4)

Mr. Wojczynski’s Other Benefits include payments made to him pursuant to his Severance and Restrictive Covenant Agreement upon termination. The amounts paid to Mr. Wojczynski include: cash severance equal to one and a half times his annual base salary and the average of the last two years of bonus payments- $1,330,215; prorated 2021 bonus payment based on performance through November 30, 2021- $761,301; payment in lieu of 2021 Supplemental Plan discretionary retirement match- $10,759; and a lump sum equal to 18 months of medical and dental COBRA payments- $38,435.

Grants of Plan-Based Awards — 2021

 

  Name/Award Type   Grant
Date
  Compensation
Committee
Approval Date
 

Estimated Future

Payouts Under
Non-Equity

Incentive Plan
Awards(1)

  Estimated Future
Payouts Under
Equity
Incentive Plan
Awards(2)
 

All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(3)

(#)

 

Grant Date
Fair

Value

of Stock
and

Option
Awards(4)

($)

 

Threshold

($)

 

Target

($)

 

Maximum

($)

 

Threshold

(#)

 

Target

(#)

 

Maximum

(#)

Christopher A. Cartwright

                                       

2021 Annual Incentive

 

     

 

 

 

     

 

 

 

     

 

375,000

 

 

     

 

1,500,000

 

 

     

 

3,000,000

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

 

2021 RSUs

 

   

 

 

 

 

2/19/21

 

 

 

   

 

 

 

 

1/29/21

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

42,007

 

 

 

   

 

 

 

 

3,749,965

 

 

 

 

2021 PSUs

 

   

 

 

 

 

2/19/21

 

 

 

   

 

 

 

 

1/29/21

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

21,003

 

 

 

   

 

 

 

 

42,007

 

 

 

   

 

 

 

 

84,014

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

3,987,520

 

 

 

 

Todd M. Cello

                                       

2021 Annual Incentive

 

     

 

 

 

     

 

 

 

     

 

178,750

 

 

     

 

715,000

 

 

     

 

1,430,000

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

2021 RSUs

 

     

 

2/19/21

 

 

     

 

1/29/21

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

11,202

 

 

     

 

1,000,003

 

 

2021 PSUs

 

     

 

2/19/21

 

 

     

 

1/29/21

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

5,600

 

 

     

 

11,201

 

 

     

 

22,402

 

 

     

 

 

 

     

 

1,063,261

 

 

2021 RSUs

 

     

 

9/1/21

 

 

     

 

8/10/21

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

8,155

 

 

     

 

999,966

 

 

 

Abhi Dhar

                                       

2021 Annual Incentive

     

 

 

 

     

 

 

 

     

 

143,750

 

 

     

 

575,000

 

 

     

 

1,150,000

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

 

2021 RSUs

 

     

 

2/19/21

 

 

     

 

1/29/21

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

8,401

 

 

     

 

749,957

 

 

 

2021 PSUs

 

     

 

2/19/21

 

 

     

 

1/29/21

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

4,200

 

 

     

 

8,401

 

 

     

 

16,802

 

 

     

 

 

 

     

 

797,471

 

 

 

2021 RSUs

 

     

 

9/1/21

 

 

     

 

8/10/21

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

8,155

 

 

     

 

999,966

 

 

 

Steven M. Chaouki

                                       

2021 Annual Incentive

 

     

 

 

 

     

 

 

 

     

 

168,750

 

 

     

 

675,000

 

 

     

 

1,350,000

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

2021 RSUs

 

     

 

2/19/21

 

 

     

 

1/29/21

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

8,401

 

 

     

 

749,957

 

 

2021 PSUs

 

     

 

2/19/21

 

 

     

 

1/29/21

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

4,200

 

 

     

 

8,401

 

 

     

 

16,802

 

 

     

 

 

 

     

 

797,471

 

 

 

Timothy J. Martin

                                       

2021 Annual Incentive

 

     

 

 

 

     

 

 

 

     

 

150,000

 

 

     

 

600,000

 

 

     

 

1,200,000

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

 

2021 RSUs

 

   

 

 

 

 

2/19/21

 

 

 

   

 

 

 

 

1/29/21

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

5,601

 

 

 

   

 

 

 

 

500,001

 

 

 

 

2021 PSUs

 

   

 

 

 

 

2/19/21

 

 

 

   

 

 

 

 

1/29/21

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

2,800

 

 

 

   

 

 

 

 

5,600

 

 

 

   

 

 

 

 

11,200

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

531,580

 

 

 

 

2021 RSUs

   

 

 

 

 

9/1/21

 

 

 

   

 

 

 

 

8/10/21

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

4,077

 

 

 

   

 

 

 

 

499,922

 

 

 

 

David E. Wojczynski

                                       

2021 Annual Incentive

 

     

 

 

 

     

 

 

 

     

 

114,195

 

 

     

 

456,781

 

 

     

 

913,562

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

2021 RSUs

 

     

 

2/19/21

 

 

     

 

1/29/21

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

3,921

 

 

     

 

350,028

 

 

2021 PSUs

 

     

 

2/19/21

 

 

     

 

1/29/21

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

1,960

 

 

     

 

3,920

 

 

     

 

7,840

 

 

     

 

 

 

     

 

372,107

 

 

2021 Modified RSUs(5)

 

     

 

11/9/21

 

 

     

 

11/9/21

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

11,881

 

 

     

 

1,365,246

 

 

2021 Modified PSUs(5)

 

     

 

11/9/21

 

 

     

 

11/9/21

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

4,244

 

 

     

 

13,065

 

 

     

 

26,130

 

 

     

 

 

 

     

 

1,696,727

 

 

 

David M. Neenan

                                       

2021 Annual Incentive

 

     

 

 

 

     

 

 

 

     

 

162,500

 

 

     

 

650,000

 

 

     

 

1,300,000

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

 

2021 RSUs

 

   

 

 

 

 

2/19/21

 

 

 

   

 

 

 

 

1/29/21

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

8,401

 

 

 

   

 

 

 

 

749,957

 

 

 

 

2021 PSUs

 

   

 

 

 

 

2/19/21

 

 

 

   

 

 

 

 

1/29/21

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

4,200

 

 

 

   

 

 

 

 

8,401

 

 

 

   

 

 

 

 

16,802

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

797,471

 

 

 

 

66


Table of Contents
(1) 

Reflects target and maximum payment opportunities for the twelve months ended December 31, 2021 under the 2021 Annual Incentive Plan. The threshold amount reflects a 25% payout of the target incentive opportunity, which is payable only if the applicable financial and/or individual performance goals are achieved at threshold levels. The target amount reflects a 100% payout of the target incentive opportunity if both financial and individual performance are at target levels. The maximum reflects a 200% payout of the target opportunity, which is payable only upon maximum achievement of both the financial and individual goals. The actual amounts paid in February 2022 under our 2021 annual incentive are disclosed in the “Summary Compensation Table—2021” under the Non-Equity Incentive Plan Compensation column.

(2) 

Reflects PSUs granted during 2021 under the TransUnion Amended and Restated 2015 Omnibus Incentive Plan. When dividends are paid on our common stock, PSUs accrue dividend equivalents during the performance period that are paid out in cash based on the number of shares that vest as a result of actual Company performance. The performance components and vesting provisions for the PSUs are described in the CD&A above under “2021 Executive Compensation Program—Long-Term Incentive Plan.”

(3)

Reflects RSUs granted during 2021 under the TransUnion Amended and Restated 2015 Omnibus Incentive Plan. 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. The vesting provisions for the RSUs are described in the CD&A above under “2021 Executive Compensation Program—Long-Term Incentive Plan.”

(4)

The amounts shown in this column represent the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718. For PSUs, the amounts are based on probable outcomes as of the grant date. Assumptions used in the calculation of these amounts are included in Note 18, “Stock-Based Compensation,” of the consolidated financial statements in our 2021 Annual Report on Form 10-K.

(5)

Reflects the incremental fair market value for outstanding awards modified by the Compensation Committee in connection with the Healthcare Divestiture; reflects the modification of 5,552 RSUs granted on February 20, 2019, 2,408 RSUs granted on February 21, 2020, 3,921 RSUs granted on February 19, 2021, 5,552 PSUs granted on February 20, 2019, 3,593 PSUs granted on February 21, 2020, and 3,920 PSUs granted on February 19, 2021.

 

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Outstanding Equity Awards at Fiscal Year-End — 2021

 

    Stock Awards
  Name   Grant
Date
  Number of
Shares
or Units
of Stock
That
Have
Not
Vested(1)
(#)
 

Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested(2)

($)

  Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units, or
Other
Rights
That
Have Not
Vested(3)
(#)
  Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units, or
Other
Rights
That
Have Not
Vested(2)
($)

Christopher A. Cartwright

      2/19/2021                   84,014       9,962,380
      2/19/2021       42,007       4,981,190            
      2/21/2020                   61,600       7,304,528
      2/21/2020       20,637       2,447,135            
      5/8/2019       34,801 (4)        4,126,703            
      5/8/2019       26,475       3,139,406            
      2/20/2019       20,850 (4)        2,472,393            
      2/20/2019       15,863       1,881,035            

Todd M. Cello

      9/1/2021       8,155       967,020            
      2/19/2021                   22,402       2,656,429
      2/19/2021       11,202       1,328,333            
      2/21/2020                   20,532       2,434,685
      2/21/2020       6,879       815,712            
      2/20/2019       17,722 (4)        2,101,475            
      2/20/2019       13,484       1,598,933            

Abhi Dhar

      9/1/2021       8,155       967,020            
      2/19/2021                   16,802       1,992,381
      2/19/2021       8,401       996,191            
      2/21/2020                   14,372       1,704,232
      2/21/2020       4,816       571,081            
      2/20/2019       12,510 (4)        1,483,436            
      2/20/2019       9,518       1,128,644            
      1/14/2019       17,796       2,110,250            

Steven M. Chaouki

      2/19/2021                   16,802       1,992,381
      2/19/2021       8,401       996,191            
      2/21/2020                   13,346       1,582,569
      2/21/2020       4,472       530,290            
      2/20/2019       10,424 (4)        1,236,078            
      2/20/2019       7,931       940,458            

Timothy J. Martin

      9/1/2021       4,077       483,451            
      2/19/2021                   11,200       1,328,096
      2/19/2021       5,601       664,167            
      2/21/2020                   7,186       852,116
      2/21/2020       2,408       285,541            
      2/20/2019       7,297 (4)        865,278            
      2/20/2019       5,552       658,356            

David E. Wojczynski

      2/19/2021                   7,840       929,667
      2/21/2020                   7,186       852,116
      2/20/2019       7,297 (4)        865,278            

David M. Neenan

      2/19/2021                   16,802       1,992,381
      2/19/2021       8,401       996,191            
      5/26/2020                   23,558       2,793,508
      5/26/2020       7,893       935,952            

 

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Table of Contents
(1)

RSUs granted on January 14, 2019 vested on January 14, 2022. RSUs granted on February 20, 2019 and May 8, 2019 vested on February 20, 2022. RSUs granted on February 21, 2020 and May 26, 2020 vest ratably over three years, where 33% vested on February 21, 2021, 33% vested on February 21, 2022 and 34% will vest on February 21, 2023. RSUs granted on February 19, 2021 vest ratably over three years, where 33% vested on February 19, 2022, 33% will vest on February 19, 2023 and 34% will vest on February 21, 2024. Mr. Cello’s RSUs granted on September 1, 2021 will vest on September 1, 2024. Mr. Dhar and Mr. Martin’s RSUs granted on September 1, 2021 will vest on September 1, 2023.

(2)

The market value was determined based on the closing share price on December 31, 2021 ($118.58).

(3)

This represents the maximum number of PSUs granted during 2020 and the maximum number of PSUs granted during 2021 that may be earned based on the closing share price on December 31, 2021 ($118.58). The final number of shares earned is based on actual Company performance, as determined by the Compensation Committee, during the three-year performance period ending on December 31, 2022 for PSUs granted in 2020 and December 31, 2023 for PSUs granted in 2021. Additionally, with the exception of Mr. Wojczynski, the NEOs must be employed on February 21, 2023 for PSUs granted on February 21, 2020 and May 26, 2020, and February 19, 2024 for PSUs granted on February 19, 2021. Mr. Wojczynski’s outstanding PSU awards will remain outstanding and eligible to vest upon completion of the original performance period based on actual Company performance in accordance with the modification of his outstanding PSU agreements approved by the Section 16b Subcommittee on November 24, 2021.

(4)

Reflects PSUs awarded in February 2019 and May 2019 tied to cumulative Adjusted EBITDA, cumulative Revenue and Relative TSR against the Relative TSR Peer Group for the performance period of January 1, 2019—December 31, 2021 that vested on February 20, 2022. The value shown reflects actual performance results whereby 131% of target PSUs were earned.

Options Exercised and Stock Vested — 2021

The following table sets forth information regarding the exercise of vested stock options and vesting of stock awards by the NEOs during 2021.

 

                 Option Awards    Stock Awards
  Name                  

Number of

Shares
Acquired

on Exercise

(#)

  

Value

Realized
On

Exercise(1)

($)

  

Number of

Shares

Acquired

on Vesting

(#)

  

Value

Realized

on

Vesting(2)

($)

Christopher A. Cartwright

                                 81,884        8,056,200

Todd M. Cello

                   1,200        81,000        26,950        2,386,933

Abhi Dhar

                                 2,371        212,370

Steven M. Chaouki

                                 15,159        1,342,957

Timothy J. Martin

                                 11,786        1,043,535

David E. Wojczynski

                                 45,857        4,327,863

David M. Neenan

                                 98,333        9,496,407

 

(1)

Represents the difference between the exercise price of the stock options and the fair market value of our stock at time of exercise.

(2)

Amounts also include accrued dividend equivalents during the vesting period for RSUs and PSUs with the dividend equivalents for the PSUs based on the actual number of shares earned for the 2018-2020 performance period.

 

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Table of Contents

Nonqualified Deferred Compensation — 2021

 

  Name                       

Executive

Contributions

in 2021(1)

($)

   

Registrant

Contributions

in 2021(2)

($)

   

Aggregate

Earnings

in 2021(3)

($)

   

Aggregate
Withdrawals/

Distributions

($)

   

Aggregate

Balance at

December 31,

2021(4)

($)

 

Christopher A. Cartwright

          42,067           49,172           105,603             1,252,003  

Todd M. Cello

          44,117           44,421           59,282             451,086  

Abhi Dhar

          146,413           43,153           61,374             499,034  

Steven M. Chaouki

          67,368           35,130           27,370             208,667  

Timothy J. Martin

          32,994           24,028           9             108,810  

David E. Wojczynski

          217,703