DEF 14A

DEF 14A 1 d101159ddef14a.htm DEF 14A DEF 14A

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)

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LOGO

March 26, 2021

Dear Fellow Stockholders:

I am pleased to invite you to join our Board of Directors and senior leadership for our 2021 Annual Meeting of Stockholders (Annual Meeting), which will be held on Tuesday, May 11, 2021, 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 2020 Annual Report (which includes our 2020 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 9.

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 proposal 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

LOGO

555 West Adams Street

Chicago, Illinois 60661

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on Tuesday, May 11, 2021

12:00 p.m. Central Daylight Time

The 2021 Annual Meeting of Stockholders of TransUnion (Annual Meeting) will be held at 12:00 p.m. Central Daylight Time on Tuesday, May 11, 2021. 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” on page 7.

We are holding the Annual Meeting for the following purposes:

To elect each of William P. (Billy) Bosworth, Suzanne P. Clark, Kermit R. Crawford, Russell P. Fradin, Pamela A. Joseph and Thomas L. Monahan, III to the Board of Directors for a term of one year;

To ratify the appointment of PricewaterhouseCoopers LLP as TransUnion’s independent registered public accounting firm for the fiscal year ending December 31, 2021; and

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 15, 2021 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, Heather J. Russell, 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/TRU2021.

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 26, 2021, we will begin mailing a Notice of Internet Availability of Proxy Materials (Notice) to certain of our stockholders informing them that our proxy statement, 2020 Annual Report (which includes our 2020 Form 10-K) and voting instructions are 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 26, 2021. 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

Heather J. Russell

Executive Vice President, Chief Legal

Officer and Corporate Secretary

March 26, 2021

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

The Notice of the 2021 Annual Meeting, the proxy statement and our 2020 Annual Report

(which includes our 2020 Form 10-K) are available at: www.proxyvote.com

2021 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			16
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

COMPENSATION DISCUSSION AND ANALYSIS			39

Executive Summary			39
Executive Compensation Philosophy and Governance Practices Align with Stockholders and Reflect Best Practices, Discouraging and Mitigating Excessive Risk Taking			43
Role of Compensation Committee, Management and Compensation Consultant in Compensation Decisions			45
Overview of 2020 Target Compensation Mix			45


Key Executive Compensation Components		47
Market Analysis and Benchmarking		48
2020 Executive Compensation Program		49

COMPENSATION COMMITTEE REPORT		59

EXECUTIVE COMPENSATION		60

Summary Compensation Table — 2020		60
Grants of Plan-Based Awards — 2020		62
Outstanding Equity Awards at Fiscal Year-End — 2020		63
Options Exercised and Stock Vested — 2020		64
Nonqualified Deferred Compensation — 2020		65
Payments upon Termination and Change in Control — 2020		67

PAY RATIO DISCLOSURE		71

RISK ASSESSMENT IN COMPENSATION PROGRAMS		71

EQUITY COMPENSATION PLAN INFORMATION		72

OTHER INFORMATION		73

Other Business		73
Proxy Solicitation		73
Stockholder Proposals for 2022 Annual Meeting and Director Nominations		73
Additional Information Available		73

APPENDIX A		A-1

LOGO

TransUnion

555 West Adams Street

Chicago, Illinois 60661

(312) 985-2000

www.transunion.com

PROXY STATEMENT

For the 2021 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 2021 Annual Meeting of Stockholders (Annual Meeting) of TransUnion, a Delaware corporation, sometimes referred to as the Company, we, us or our. The Annual Meeting will be held on Tuesday, May 11, 2021 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” on page 7.

In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (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 (Notice) will be mailed to our stockholders on or about March 26, 2021, unless a stockholder has previously requested printed materials. Stockholders will have the ability to access the proxy materials and our 2020 Annual Report (which includes our 2020 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.

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 2020 Annual Report (which includes our 2020 Form 10-K) carefully before voting.

Annual Meeting of Stockholders


Time and Date:		Tuesday, May 11, 2021 at 12:00 p.m. Central Daylight Time

Virtual Meeting Access:		www.virtualshareholdermeeting.com/TRU2021

Record Date:		March 15, 2021

Voting:		Stockholders as of the record date are entitled to vote.
		Vote by Internet at http://www.proxyvote.com
		Vote by telephone at 1-800-690-6903
		Vote by completing and returning your proxy card or voter instruction card
		Vote your shares at www.virtualshareholdermeeting.com/TRU2021 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 six 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 2021.	FOR	36

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

☑ 9 of 10 directors are independent

☑ Majority voting for directors

☑ Declassified Board of Directors (subject to phase-out as described below)

☑ No supermajority voting provisions

☑ Clawback policy

☑ Stock ownership guidelines for executives and directors

☑ Independent Audit and Compliance, Compensation, Nominating and Corporate Governance (“NCG”) and Technology, Privacy and Cybersecurity (“TPC”) 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

Our Board was historically divided into three classes, with one class standing for election each year for a three-year term. At the 2020 Annual Meeting of Stockholders, our stockholders approved the phased declassification of our Board over a three-year phase-out period. At the 2020 Annual Meeting of Stockholders, the stockholders elected our then-current Class II directors for a term of one year and at the 2021 Annual Meeting of Stockholders (the “Annual Meeting”), we will seek the election of our current Class II and Class III directors to serve for a one-year term. All directors will stand for election on an annual basis beginning with the 2022 Annual Meeting of Stockholders.

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

Age¹

Director

Since

Independent

Occupation

Committee
Memberships

Other Public
Company Boards

George M.

Awad

2013

☑

Principal,
Gibraltar Capital
Corporation

• Audit and Compliance

• TPC

None

William P. (Billy) Bosworth

2020²

☑

CEO,
Dremio Corporation

• Compensation³

• TPC³

None

Christopher A.

Cartwright

2019

President and
CEO, TransUnion

• Executive

None

Suzanne P.

Clark

2017

☑

President and Chief Executive Officer,
U.S. Chamber of
Commerce

• Audit and Compliance

• TPC

• AGCO Corporation (NYSE: AGCO)

Name

Age¹

Director
Since

Independent

Occupation

Committee
Memberships

Other Public
Company Boards

Kermit R.

Crawford

2019

☑

Former President
and COO, Rite
Aid Corporation

• Audit and Compliance

• TPC

• C.H. Robinson (NASDAQ: CHRW)

• The Allstate Corporation (NYSE: ALL)

Russell P.

Fradin

2018

☑

Operating Partner,
Clayton, Dubilier
& Rice

• NCG (Chairperson)

• TPC

• Executive

None

Pamela A.

Joseph

2015

☑

CEO, Clearent, LLC

• Compensation

• NCG

• Executive (Chairperson)

• Adyen N.V. (ADYEN.AS)

• Paychex, Inc. (NASDAQ: PAYX)

Siddharth N.

(Bobby) Mehta

2012

☑

Former President
and CEO,
TransUnion

• TPC (Chairperson)

• Executive

• The Allstate Corporation (NYSE: ALL)

• Jones Lange LaSalle Incorporated (NYSE: JLL)

• Northern Trust Company (NASDAQ: NTRS)

Thomas L.

Monahan, III

2017

☑

President and CEO,
DeVry University;
Managing Partner,
Norton Street
Capital

• Audit and Compliance (Chairperson)

• Compensation

• Executive

None

Andrew

Prozes

75⁴

2014

☑

Former CEO,
LexisNexis

• Compensation (Chairperson)

• NCG

• Executive

None

(1)	The age indicated for each director is as of March 15, 2021.

(2)

On September 21, 2020, Mr. Bosworth was appointed by the Board of Directors as a Class II director to fill a vacancy on the Board and to serve as a Class II director for the balance of the one-year term expiring at the Annual Meeting. Mr. Bosworth was recommended to the Board by a third-party search firm.

(3)	The Board has appointed Mr. Bosworth to serve as a member of the Compensation Committee and the Technology, Privacy and Cybersecurity Committee effective on May 11, 2021.

(4)	In accordance with the Board’s mandatory retirement policy, Mr. Prozes is expected to retire from the Board at the 2022 Annual Meeting of Stockholders, which is the end of his current term.

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;

•

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 shows the support for our executive compensation program.

Executive Compensation Reflected our NEOs’ Strong Performance and the Company’s Performance During the Challenges of 2020

•

Our Named Executive Officers’ 2020 annual incentive payout ranged between 5% and 43% of target. Our Compensation Committee exercised upward discretion to increase annual incentives to an average payout of 80% of target given our successful response to the COVID-19 pandemic, our relative and absolute total stockholder return and financial performance, and the compensation treatment provided to our broader employee population.

•

Our 2018-2020 Performance Share Unit total weighted payout was 175% of target resulting from above target performance achievement on all three performance measures: Cumulative Adjusted EBITDA (45% weighting), Cumulative Revenue (20% weighting) and Relative TSR (35% weighting).

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

•

88% of our CEO’s target compensation and 78% of our other NEOs’ target compensation is “at-risk” based on Company and share price performance.

•

73% of our CEO’s target compensation and 56% of our other NEOs’ target compensation is based on long-term incentives aligned with stockholders.

CEO TARGET PAY MIX

LOGO

ALL OTHER NEOS’ TARGET PAY MIX

LOGO

See “Compensation Discussion and Analysis” on page 39 and “Executive Compensation” on page 60 for additional details on our executive compensation programs.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Q:	Where and when is the Annual Meeting?

The Annual Meeting will be held on Tuesday, May 11, 2021 at 12:00 p.m. Central Daylight Time virtually, via live audio webcast. You may access the virtual meeting as follows: www.virtualshareholdermeeting.com/TRU2021. 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?

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?

Only stockholders of record at the close of business on March 15, 2021, 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 191,272,627 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?

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/TRU2021. 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 Tuesday, May 11, 2021. 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, you are considered the “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 2020 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 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 Corporate Secretary, and Rachel W. Mantz, Vice President and Assistant 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.

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

The election of directors is a non-routine matter 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 2021.

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 six 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 2021.

Q:	What is the vote required for each proposal?

For Proposal 1, Election of Directors, to be elected, directors must receive a 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 Nominating and Corporate Governance (“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.

For Proposal 2, Ratification of Appointment of Independent Registered Public Accounting Firm, the proposal will be approved if more votes are cast “FOR” than are cast “AGAINST” 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 no effect on the outcome of Proposal 2.

Q:	What is a broker non-vote?

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 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. An abstention with respect to Proposal 2 will have no effect.

Q:	What constitutes a quorum?

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?

LOGO Virtual Meeting. Stockholders of record may attend the virtual meeting by visiting www.virtualshareholdermeeting.com/TRU2021, 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” 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, 2021.

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, 2021.

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, 2021.

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?

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 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, 2021; 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?

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/TRU2021. Please be sure to check in beginning at 11:45 a.m. Central Daylight Time on May 11, 2021, 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?

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?

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 26, 2021, we will begin mailing the Notice to certain stockholders of record as of the close of business on March 15, 2021, 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 this 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?

The Notice, this proxy statement and our 2020 Annual Report are available at www.proxyvote.com prior to the day of the Annual Meeting or at www.virtualshareholdermeeting.com/TRU2021 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.

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?

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 $8,500 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.

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:

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the composition and responsibilities of the Board,

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director independence and qualification standards,

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Board meeting requirements,

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management succession planning,

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compensation of non-management directors, and

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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 New York Stock Exchange (“NYSE”) and SEC regulations require changes.

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. On April 30, 2012, TransUnion Intermediate Holdings, Inc. was acquired by TransUnion and became our wholly-owned subsidiary. On June 30, 2015, we completed the initial public offering of our common stock at a public offering price of $22.50 per share. Our stock trades on the New York Stock Exchange under the ticker “TRU.”

Our Third Amended and Restated Certificate of Incorporation, approved by our stockholders at the 2020 Annual Meeting of Stockholders, provides for a phased de-classification of our board of directors. We currently have four directors in Class I (Dr. George Awad and Messrs. Christopher Cartwright, Siddharth (Bobby) Mehta and Andrew Prozes), four directors in Class II (Messrs. William (Billy) Bosworth, Kermit Crawford and Thomas Monahan and Ms. Suzanne Clark) and two directors in Class III (Mr. Russell Fradin and Ms. Pamela Joseph). The Class II directors, other than Mr. Bosworth, were each elected to a one-year term at the 2020 Annual Meeting of Stockholders, and the Class II and Class III directors will each be, if elected by our stockholders, elected to a one-year term at the Annual Meeting. William P. (Billy) Bosworth was appointed by the Board on September 21, 2020 to fill a vacancy on the Board for a Class II director for the balance of the one-year term expiring at the Annual Meeting. At the 2022 Annual Meeting of Stockholders, 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, therefore 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 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 Committee. 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 of Directors areas of compliance risk and appropriate mitigating factors. 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, Crawford, Fradin, Mehta, Monahan and Prozes has no material relationship with the Company and qualifies as an independent director under the standards established by NYSE, as currently in effect.

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

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

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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;

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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;

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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;

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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

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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.

Mr. Leo Mullin, who served as a director until his resignation on May 12, 2020, was deemed to be independent under the NYSE rules. Mr. James Peck, who served as a director until his resignation on February 29, 2020, was not deemed to be independent under the NYSE rules as Mr. Peck served as our President and CEO until May 8, 2019. 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. As a result of its review of our nominees for director, the Board determined that Mses. Clark and Joseph and Messrs. Bosworth, Crawford, Fradin and Monahan 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. Mr. Prozes, who has now reached the age of 75, will continue to be eligible to serve on the Board until the 2022 Annual Meeting of Stockholders, the end of his current term.

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. Despite the impacts of the COVID-19 pandemic, we quickly transitioned from in-person meetings and events to virtual engagements without any meaningful disruption. During 2020, senior management engaged with stockholders representing 55% of our outstanding common stock and with approximately 70% of actively managed shares. Throughout the year, we also reached out to many of our 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 the Audit and Compliance, Nominating and Corporate Governance or Compensation Committees, or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to the 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 2020, 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 ten times during 2020. Directors are expected to attend our annual stockholders’ meeting. For our 2020 Annual Meeting of Stockholders, all members of our Board who were then-serving attended the meeting.

Sustainability Overview

We believe that our responsibility to the world does not stop at connecting information, consumers, and clients; rather, we are dedicated to making meaningful, positive contributions to society. We are making an impact today through our commitments in advancing underrepresented people, enabling life-changing access to credit in new markets, and using trended data to help consumers improve their 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

To determine the ESG issues most material to our business, we regularly engage key stakeholders and monitor the evolving landscape. We also conduct periodic materiality assessments to ensure that the focus of the sustainability program is aligned with ESG risks and opportunities. In 2021, we expect to refresh our enterprise ESG materiality assessment to further align our focus on evolving ESG risks and opportunities from a variety of stakeholder perspectives.

Sustainability Program

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

Security, Governance & Compliance

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

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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.

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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 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.

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Data Security—TransUnion serves both consumers and businesses, providing credit and fraud-prevention data and information-based solutions. Information security is vital to our operations. Our Information Security program is developed in a manner consistent with ISO/IEC 27001:2013 principles, and we consistently evolve our approach to protect against increasing security threats around the world.

Maintaining strong security, governance and compliance protocols helps build trust with our regulators and empowers our associates to make responsible choices.

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 presented numerous challenges for our employees and communities, but we expanded our programming to meet growing demands to address racial inequity and the effects of the COVID-19 pandemic.

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People—Our workforce is comprised of approximately 8,200 knowledgeable and passionate employees around the world; just over half of our employees are located in the United States.

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. As a testament to our commitment to diversity, equity and inclusion, we established two mission-focused diversity committees. Our Gender Equity Steering Committee—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—led by several members of our executive leadership team—focuses on advancing opportunities, fairness and justice for racial minorities inside and outside of TransUnion.

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 quickly and effectively moved to a work-from-home model in the early days of the pandemic in every market we serve, and continue to adhere to that model. This has allowed us to protect our associates and the broader population while continuing to operate our business and provide services and solutions to customers and consumers. We have enhanced the ways we help our employees care for themselves and their families. This includes child care benefits that provide access to onsite or community centers, enhanced back-up care choices that include personal caregivers, child care referral assistance and child care provider discounts, help with homework and a variety of parenting educational resources. We also provide our employees with access to free mental and behavioral health resources, including on-demand access to the Employee Assistance Program for employees and their dependents.

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Social Innovation—During 2020, we leveraged our significant data assets to advance social causes. Causes that we supported through our products, data, or technical skills included: COVID-19 medical research, veteran suicide prevention, and financial inclusion and literacy, among others.

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

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.

Climate Change & 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.

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Climate Change & Energy Use—A large energy use footprint contributes to climate change by adding greenhouse gas emissions to the atmosphere through the generation, transmission, and use of electricity. In the past, we consolidated our data centers to reduce our energy use. At the beginning of 2020, we announced an initiative to further enhance our technology infrastructure through a three-year investment that we refer to as Project Rise. Our investment will be concentrated in streamlining processes, increasing automation, and rapidly adopting a hybrid public and private cloud approach globally. Among the benefits from Project Rise, we anticipate the migration will create meaningful scaled economies around company-driven consumption of our infrastructure using cloud-based technology. Scaled economies are not only good for our bottom-line, but help reduce our energy consumption and greenhouse gas emissions. In addition, we reduced our energy use during the COVID-19 pandemic through various energy efficiency steps that reduced consumption across our offices.

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Real Estate Reduction—Before COVID-19, we began consolidating office space to reduce the number of offices available and reduce waste. In 2020, the Company closed the physical locations of 26 offices —most housed fewer than five associates, and the teams and operations transitioned to other nearby offices or fully remote work. Post-COVID-19, we will continue to assess how and where location efficiencies can be gained across the more than 30 countries and territories where we have a physical presence and to provide associates with more remote work flexibility.

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Environmental and Waste Management—At select facilities, we maintain environmental management systems in place to mitigate our impact on the environment. Since February 2020, as our associates primarily worked from home, our Chicago headquarters consumed 65% less electricity than the prior year. We will continue focusing on such reductions once our associates begin to return to working in our remaining office environments.

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 communities and our associates. More information on our sustainability practices is available in our 2020 Annual 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 under Director Experience and Skills 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 NCG Committee identifies candidates for the Board of Directors by taking into account all factors it considers appropriate, which includes monitoring the mix of specific experience, qualifications, skills and diversity of the directors to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively. Our guidelines regarding director candidates do not prescribe specific standards for diversity, but the NCG Committee 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, 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 and continuing directors 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 highlights the experience and skills that we believe are material to the success of TransUnion and are based on the findings from our ongoing stockholder engagement efforts.

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Director Biographies

The specific experience and qualifications of each our director nominees and continuing directors 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 and continuing directors is as of March 15, 2021. The immediately following six directors will be seeking election at our Annual Meeting. See “Proposal 1: Election of Directors” for more information.


William P. (Billy) Bosworth, 51		Director since September 2020
		CEO, Dremio Corporation

Qualification Highlights

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Senior Leadership / CEO

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Corporate Governance

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Cybersecurity and Technology

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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 holds a B.S. in Information Science and Data Processing from the University of Louisville.


Suzanne P. Clark, 53		Director since June 2017
		President and CEO, U.S. Chamber of Commerce

Qualification Highlights

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Senior Leadership / CEO

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Corporate Governance

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Cybersecurity and Technology

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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 effective as of March 11, 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 their Compensation (Chair) and Succession Committees 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 holds a B.A. and an M.B.A. from Georgetown University.


Kermit R. Crawford, 61		Director since June 2019
		Former President and COO, Rite Aid Corporation

Qualification Highlights

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Senior Leadership / CEO

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Corporate Governance

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Finance and Accounting

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Risk Management

Kermit R. Crawford served as President and Chief Operating Officer of Rite Aid Corporation, a Fortune 500 company with more than 2,500 retail locations, from October 2017 until March 2019. Prior to Rite Aid he was an operating partner and advisor with the private equity firm Sycamore Partners from 2015 to 2017. He served as Executive Vice President and President of Pharmacy, Health and Wellness for Walgreen Company, which operates the largest drugstore chain in the United States, from April 2011 to December 2014, and prior to that, as Executive Vice President and Senior Vice President of Pharmacy Services from 2007 to 2011.

Mr. Crawford joined the C.H Robinson (NASDAQ: CHRW) board of directors in 2020, serving on the Governance and Compensation Committees. Additionally, he has served on the board of directors for The Allstate Corporation (NYSE: ALL) since 2013 and is currently Chair of the Audit Committee, as well as a member of the Risk and Return Committee and Executive Committee. Mr. Crawford served on the board of directors for LifePoint Health from March 2016 to November 2018. His service extends to several non-profit organizations including, the board of directors for Northwestern Medicine North/Northwest and the board of trustees for The Field Museum.

Mr. Crawford has received many notable honors for his expertise and contributions. Chain Drug Review honored him with the “Lifetime Achievement Award” in 2014. Drug Store News presented Crawford with its 2014 “Pharmacy Innovator Award.” Savoy Magazine named Crawford one of the “Top 100 Most Influential Blacks in Corporate America” in 2018, and Black Enterprise Magazine named Crawford to its prestigious list of “America’s Most Powerful Black Directors” in 2018.

Mr. Crawford holds a B.S. in Pharmacy from Texas Southern University College of Pharmacy and Heath Sciences.


Russell P. Fradin, 65		Director since July 2018
		Operating Partner, Clayton, Dubilier & Rice, Inc.

Qualification Highlights

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Senior Leadership / CEO

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Corporate Governance

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Cybersecurity and Technology

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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 holds a B.S. in economics from the Wharton School at the University of Pennsylvania and an M.B.A. from Harvard Business School.


Pamela A. Joseph, 62		Director since September 2015; Chairperson of the Board
		CEO, Clearent, LLC

Qualification Highlights

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Senior Leadership / CEO

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Cybersecurity and Technology

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Finance and Accounting

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Global

Pamela A. Joseph has served as Chairperson of our Board since May 2020. Ms. Joseph is currently the Chief Executive Officer of Clearent, LLC, a payments processing company, since September 2019, and acts as Operating Partner for Clearent’s majority owner, Advent International. In February 2021, Clearent announced a merger with Transaction Services Group (TSG), a global provider of business management software and integrated payments for the subscription economy. Ms. Joseph will serve as the Executive Chair of the resulting company, Xplor Technologies, upon the closing of the transaction, which is expected to occur in the second quarter of 2021.

Ms. Joseph served as the President and Chief Operating Officer of TSYS 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 Governance and Compensation, Corporate Development Advisory and Investment Committees. Ms. Joseph also serves on the board of directors of Adyen, N.V., a Netherlands-based payment processor (ADYEN.AS), and the board of directors of Clearent. Ms. Joseph served on the board of directors of TSYS from May 2016 to September 2017. Ms. Joseph served as a director of Centene Corporation from September 2007 to April 2016.

Ms. Joseph holds a B.S. from the University of Illinois at Urbana-Champaign.


Thomas L. Monahan, III, 54		Director since June 2017
		President and CEO, DeVry University

Qualification Highlights

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Senior Leadership / CEO

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Corporate Governance

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Cybersecurity and Technology

•

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 is also currently a member of the boards of ProKarma, Inc. (Chair), Workforce Logiq and Winsight.

Mr. Monahan holds a B.A. from Harvard University and an M.B.A. from New York University.

The following directors are continuing directors who will not stand for election at the Annual Meeting:


Dr. George M. Awad, 60		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 holds a B.S. from the American University of Beirut, an M.B.A. from the University of Pittsburgh - Katz Graduate School of Business and a Doctorate in Management from Case Western Reserve University.


Christopher A. Cartwright, 55		Director since May 2019
		President and CEO, TransUnion

Qualification Highlights

•

Senior Leadership / CEO

•

Cybersecurity & Technology

•

Industry

•

Organizational Transformation

Christopher A. Cartwright has served as the President and CEO of TransUnion since May 2019. Mr. Cartwright 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 holds a bachelor’s degree in business administration and a master’s in public accountancy from The University of Texas at Austin.


Siddharth N. (Bobby) Mehta, 62		Director since April 2012
		Former President and CEO, TransUnion

Qualification Highlights

•

Senior Leadership / CEO

•

Cybersecurity and Technology

•

Industry

•

Risk Management

Siddharth N. (Bobby) Mehta is the former President and CEO of TransUnion. He joined the Company in August 2007 and served as the President and CEO until December 31, 2012. From May 2007 through July 2007, he was a consultant to our Board of Directors. From 1998 through February 2007, he held a variety of positions with HSBC Finance Corporation and HSBC North America Holdings, Inc., including Chairman and Chief Executive Officer of HSBC Finance Corporation. He has served on the board of directors of Jones Lang LaSalle Incorporated (NYSE: JLL) since July 2019 and was appointed as Chairperson in June 2020. He has also served on the board of directors of Northern Trust Corporation (NASDAQ: NTRS) since January 2019 and the board of directors of The Allstate Corporation (NYSE: ALL) since 2014. Mr. Mehta also serves on the boards of Entrust Corporation, The Chicago Public Education Fund, The Field Museum, the Myelin Repair Foundation and Amount LLC.

Mr. Mehta holds a B.S. from London School of Economics and an M.B.A. from the University of Chicago.


Andrew Prozes, 75		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 currently serves on the board of directors of Scribestar Limited, Fiizy, Prove (formerly known as Payfone), Neoway, nanopay, Pipl and Synaptive Medical Inc., 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 holds a B.A. from the University of Waterloo and an M.B.A. from York University.

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 and an Executive Committee. 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 five standing committees as of March 15, 2021.

AUDIT AND COMPLIANCE COMMITTEE

2020 Meetings: 7

Thomas L. Monahan, III, Chairperson (I)

George M. Awad (I)

Suzanne P. Clark (I)

Kermit R. Crawford (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

COMPENSATION COMMITTEE

2020 Meetings: 6

Andrew Prozes, Chairperson (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 consultant, 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

NOMINATING AND CORPORATE

GOVERNANCE COMMITTEE

2020 Meetings: 3

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


TECHNOLOGY, PRIVACY AND CYBERSECURITY COMMITTEE 2020 Meetings: 4 Siddharth (Bobby) N. Mehta, Chairperson (I) George M. Award (I) Suzanne P. Clark (I) Kermit R. Crawford (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.

EXECUTIVE COMMITTEE 2020 Meetings: None Pamela A. Joseph, Chairperson (I) Christopher A. Cartwright Russell P. Fradin (I) Siddharth N. (Bobby) Mehta (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

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.

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).

Our policy requires each director, nominee and executive officer to notify the 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 Chief Legal Officer will deliver a copy of the notice to the Audit and Compliance Committee, who 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 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, who was appointed to our Board on September 21, 2020, has served as the Chief Executive Officer of Dremio since February 2020. We renewed our license with Dremio during the fourth quarter of 2020 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 Mullin¹ and Ms. Joseph were members of the Compensation Committee during 2020. 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.

¹	Mr. Mullin resigned from the Board and all committees thereof on May 12, 2020.

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 15, 2021, 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 “Compensation Discussion and Analysis” in this proxy statement); and

•

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

The information below is based on a total of 191,272,627 shares of our common stock outstanding as of March 15, 2021.

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 15, 2021 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⁾		24,773,595		12.95	%
The Vanguard Group⁽²⁾		17,222,629		9.00	%
BlackRock, Inc.⁽³⁾		15,054,114		7.87	%
Directors and Named Executive Officers:
George M. Awad⁽⁴⁾		48,968		*
William P. (Billy) Bosworth		2,089		*
Suzanne P. Clark		10,567		*
Kermit R. Crawford		4,662		*
Russell P. Fradin		6,841		*
Pamela A. Joseph		27,999		*
Siddharth N. (Bobby) Mehta⁽⁵⁾		83,070		*
Thomas L. Monahan, III		10,567		*
Andrew Prozes		8,216		*
Christopher A. Cartwright		28,788		*
Todd M. Cello		18,994		*
Steven M. Chaouki		23,861		*
David M. Neenan		71,136		*
Heather J. Russell		9,419		*
All Directors and Executive Officers as a Group:
(Consisting of 19 persons)⁽⁶⁾		410,099		*

* Less than 1%.

(1)

Based solely on information obtained from a Schedule 13G filed by T. Rowe Price Associates, Inc. (“Price Associates”) with the SEC on February 16, 2021, reporting beneficial ownership obtained as of December 31, 2020. Price Associates has sole voting power over 8,797,389 shares of our common stock and sole dispositive power over 24,773,595 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 filed by The Vanguard Group (“Vanguard”) with the SEC on February 10, 2021, reporting beneficial ownership as of December 31, 2020. Vanguard has shared voting power over 199,839 shares, sole dispositive power over 16,767,156 shares and shared dispositive power over 455,473 shares. Vanguard’s business address is 100 Vanguard Blvd., Malvern, PA 19355.

(3)

Based solely on information obtained from a Schedule 13G filed by BlackRock, Inc. (“BlackRock”) with the SEC on February 1, 2021, reporting beneficial ownership as of December 31, 2020. BlackRock has indicated that it has sole voting power over 13,174,447 shares and sole dispositive power over 15,054,114 shares. BlackRock’s business address is 55 East 52^nd Street, New York, NY 10055.

(4)	Represents 5,779 shares of common stock and options to purchase 43,189 shares of common stock, which are exercisable within 60 days.

(5)	Represents 40,412 shares of common stock and options to purchase 42,658 shares of common stock, which are exercisable within 60 days.

(6)	Represents 324,252 shares of common stock held by our directors and executive officers and options to purchase 85,847 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 2020 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 2020.

PROPOSAL 1: ELECTION OF DIRECTORS

Upon the recommendation of the Nominating and Corporate Governance Committee, our Board has nominated the six 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:

William P. (Billy) Bosworth

Suzanne P. Clark

Kermit R. Crawford

Russell P. Fradin

Pamela A. Joseph

Thomas L. Monahan, III

Effective at the 2020 Annual Meeting of Stockholders, we started the process of declassifying our Board. At the 2020 Annual Meeting of Stockholders, each of the directors in Class II was elected to hold office for a term of one year. At the Annual Meeting, each of the directors in Class II and Class III will be voted upon and, if elected by our stockholders, will hold office for a term of one year, and at the 2022 Annual Meeting of Stockholders, all of the directors will be voted upon to hold office for a term of one year. Thereafter, the classification of the Board will terminate in its entirety. If elected, each of the six director nominees will serve a term of one year on our Board, until our 2022 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 six 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 six 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 independent, non-employee directors in 2020. All of our current non-employee directors are 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 2020 compensation is presented in the Summary Compensation Table found on page 60.

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 2020, the Compensation Committee did not make any changes to our non-employee director compensation program.

In 2020, our independent, non-employee directors were eligible for the annualized compensation amounts described below. The independent 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
Committee Member Fees	$	10,000

In addition, in 2020, our independent 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 paid to our independent directors in 2020 is shown in the table below. The annual retainer and applicable fees are prorated for Mr. Bosworth, who was appointed to the Board on September 21, 2020, and Mr. Mullin, who retired effective May 12, 2020. Mr. Peck served as a non-executive employee director until his resignation on February 29, 2020 and received no compensation for his service on the Board in 2020. His compensation for services as an employee are presented in the table below.

Non-Employee Director Compensation Table – 2020


Name	Fees Earned or Paid in Cash ($)		Stock Awards⁽¹⁾ ($)		All Other Compensation ($)		Total ($)
George M. Awad⁽²⁾		112,500		169,988		—		282,488
William P. (Billy) Bosworth		23,750		169,919		—		193,669
Suzanne P. Clark		115,000		169,988		—		284,988
Kermit R. Crawford		110,000		169,988		—		279,988
Russell P. Fradin		132,500		169,988		—		302,488
Pamela A. Joseph		206,250		169,988		—		376,238
Siddharth N. (Bobby) Mehta⁽²⁾		120,000		169,988		—		289,988
Thomas L. Monahan		135,000		169,988		—		304,988
Leo F. Mullin		60,000		—		—		60,000
James M. Peck⁽³⁾		—		—		295,785		295,785
Andrew Prozes		140,000		169,988		—		309,988

⁽¹⁾

The amounts shown in this column represent the full grant date fair value of the restricted stock grant in 2020 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 16, “Stock-Based Compensation,” of the consolidated financial statements contained in our 2020 Annual Report on Form 10-K. Dr. Awad, Messrs. Crawford, Fradin, Mehta, Monahan, and Prozes and Mses. Clark and Joseph each received a grant of 2,265 shares of restricted stock under our Amended and Restated 2015 Omnibus Incentive Plan on May 12, 2020. Mr. Bosworth received a grant of 2,089 shares of restricted stock under our Amended and Restated 2015 Omnibus Incentive Plan on September 21, 2020 in connection with his appointment to the Board. Mr. Peck and Mr. Mullin did not receive any stock awards in 2020. 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. Mr. Mehta has 42,658 vested and exercisable stock options with an exercise price of $4.99.

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SEC Form DEF 14A filed by TransUnion