DEF 14A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to § 240.14a-12

TransUnion

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):


☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

March 21, 2025

Dear Fellow Stockholders:

I am pleased to invite you to join our Board of Directors and senior leadership for our 2025 Annual Meeting of Stockholders (Annual Meeting), which will be held on Wednesday, May 7, 2025, 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 also 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 2024 Annual Report (which includes our 2024 Form 10-K), proxy statement and proxy card over the Internet, as well as instructions on how to request a paper copy of the materials, if desired.

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

We urge you to read the accompanying proxy statement carefully and to vote FOR the director nominees proposed by the Board of Directors and FOR proposals 2 and 3, 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 & Chief Executive Officer

LOGO

555 West Adams Street

Chicago, Illinois 60661

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on Wednesday, May 7, 2025

12:00 p.m. Central Daylight Time

The 2025 Annual Meeting of Stockholders of TransUnion (Annual Meeting) will be held at 12:00 p.m. Central Daylight Time on Wednesday, May 7, 2025. We believe that a virtual meeting provides expanded access, improved communication and cost savings for our stockholders and TransUnion. Stockholders will be able to attend and listen to the Annual Meeting live, submit questions and vote their shares electronically at the Annual Meeting from virtually any location around the world. In order to attend and vote at the Annual Meeting, please follow the instructions in the section titled “Questions and Answers About the Annual Meeting” beginning on page 7.

We are holding the Annual Meeting for the following purposes:

To elect each of George M. Awad, Christopher A. Cartwright, Suzanne P. Clark, Hamidou Dia, Russell P. Fradin, Charles E. Gottdiener, Pamela A. Joseph, Thomas L. Monahan, III, Ravi Kumar Singisetti and Linda K. Zukauckas 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, 2025;

To hold a non-binding advisory vote to approve the compensation of TransUnion’s named executive officers; 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 10, 2025 is fixed as the record date for the determination of stockholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof. A complete list of such stockholders will be available for examination, by any stockholder, at our offices in Chicago, Illinois during normal business hours for a period of ten days before the Annual Meeting. Please contact our Corporate Secretary, Rachel W. Mantz, at (312) 985-2000 if you wish to inspect the list of stockholders before the Annual Meeting.

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 21, 2025, we will begin mailing a Notice of Internet Availability of Proxy Materials (Notice) to certain of our stockholders informing them that our proxy statement, 2024 Annual Report (which includes our 2024 Form 10-K) and voting instructions will be available on the Internet as of the same date. The proxy statement will also be made available to all other stockholders on or around March 21, 2025. As more fully described in the Notice, all stockholders may choose to access our proxy materials via the Internet or may request printed materials.

By order of the Board of Directors,

LOGO

Rachel W. Mantz

Senior Vice President, Deputy General

Counsel and Corporate Secretary

March 21, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

The Notice of the 2025 Annual Meeting, the proxy statement and our 2024 Annual Report

(which includes our 2024 Form 10-K) are available at: www.proxyvote.com

2025 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
Board Leadership Structure and Role of Board in Risk Oversight			13
Director Independence			14
Mandatory Retirement			15
No Term Limits			15
Stockholder Engagement			16
Proxy Access			16
Communications with Directors			16
Meetings and Meeting Attendance			16
Sustainability Overview			16
Considerations for Board Nominees			19
Board Evaluations			20
Management Succession Planning			20
Background and Experience of Directors			21
Board Committees			27
Code of Business Conduct			31
Related Person Transactions			31
Compensation Committee Interlocks and Insider Participation			32

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			33

Delinquent Section 16(a) Reports			34

PROPOSAL 1: ELECTION OF DIRECTORS			35

Director Compensation			35

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			38

Ratification of Appointment of PricewaterhouseCoopers LLP			38
Audit and Related Fees			38
Audit Committee Report			39

PROPOSAL 3: NON-BINDING ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			41

COMPENSATION DISCUSSION AND ANALYSIS			42

Executive Summary			42
Executive Compensation Philosophy and Governance Practices Align with Stockholders’ Interests and Reflect Best Practices, Discouraging and Mitigating Excessive Risk Taking			45


Role of Compensation Committee, Management and Compensation Consultant in Compensation Decisions			47
Overview of 2024 Target Compensation Mix			47
Key Executive Compensation Components			49
Market Analysis and Benchmarking			50
2024 Executive Compensation Program			51

COMPENSATION COMMITTEE REPORT			62

EXECUTIVE COMPENSATION			63

Summary Compensation Table — 2024			63
Detailed Analysis of Amounts Included in the “All Other Compensation” Column for 2024			64
Grants of Plan-Based Awards — 2024			65
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table			66
Outstanding Equity Awards at Fiscal Year-End — 2024			67
Options Exercised and Stock Vested — 2024			68
Nonqualified Deferred Compensation — 2024			68
Payments upon Termination and Change in Control — 2024			70

PAY RATIO DISCLOSURE			75

PAY VERSUS PERFORMANCE DISCLOSURE			76

RISK ASSESSMENT IN COMPENSATION PROGRAMS			81

EQUITY COMPENSATION PLAN INFORMATION			81

OTHER INFORMATION			82

Other Business			82
Proxy Solicitation			82
Stockholder Proposals for 2026 Annual Meeting and Director Nominations			82
Additional Information Available			83

LOGO

TransUnion

555 West Adams Street

Chicago, Illinois 60661

(312) 985-2000

www.transunion.com

PROXY STATEMENT

For the 2025 Annual Meeting of Stockholders

We are furnishing you this proxy statement in connection with the solicitation of proxies by our Board of Directors (the “Board”) to be voted at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of TransUnion, a Delaware corporation, sometimes referred to as the “Company,” “we,” “us” or “our.” The Annual Meeting will be held on Wednesday, May 7, 2025 at 12:00 p.m. Central Daylight Time virtually, via live audio webcast. You will be able to attend and listen to the Annual Meeting live, submit questions and vote your shares electronically at the Annual Meeting. In order to attend and vote at the Annual Meeting, please follow the instructions in the section titled “Questions and Answers About the Annual Meeting” beginning on page 7.

In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), we are providing our stockholders access to our proxy materials and other Annual Meeting materials on the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be mailed to our stockholders on or about March 21, 2025, unless a stockholder has previously requested printed materials. Stockholders will have the ability to access the proxy materials and our 2024 Annual Report (which includes our 2024 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 2024 Annual Report (which includes our 2024 Form 10-K) carefully before voting.

Annual Meeting of Stockholders

Time and Date:

Wednesday, May 7, 2025 at
12:00 p.m. Central Daylight Time

Record Date:

March 10, 2025

Virtual Meeting Access:

www.virtualshareholdermeeting.com/TRU2025

Voting: Stockholders as of the record date are entitled to vote. 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 ten director nominees for a one-year term.	FOR each Director Nominee	35

2. Ratification of Appointment of PricewaterhouseCoopers LLP as TransUnion’s Independent Registered Public Accounting Firm The Board is asking stockholders to ratify the selection of PricewaterhouseCoopers LLP as TransUnion’s Independent Registered Public Accounting Firm for fiscal year 2025.	FOR	38

3. Advisory Vote to Approve the Compensation of TransUnion’s Named Executive Officers The Board is asking stockholders to approve, on a non-binding advisory basis, the compensation of TransUnion’s named executive officers as disclosed in this proxy statement.	FOR	41

Submitting Questions During the Annual Meeting

We are committed to ensuring, to the extent possible, that stockholders will be afforded the ability to participate at the virtual meeting similarly to how they would participate at an in-person meeting. As part of the Annual Meeting, we will answer questions following the presentation of each proposal to be voted on at the Annual Meeting, and will hold a live online Q&A session, during which we intend to answer questions submitted before or during the Annual Meeting, as time permits. Questions must be confined to matters properly brought before the Annual Meeting and/or of general Company concern. We reserve the right to edit profanity or other inappropriate language, or to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. We kindly ask stockholders not to ask more than two questions in order to allow us to answer questions from as many stockholders as possible. Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/TRU2025.

Technical Assistance 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/TRU2025. Please check in beginning at 11:45 a.m. Central Daylight Time on May 7, 2025, the day of the Annual Meeting, so we may address any technical difficulties before the Annual Meeting.

Corporate Governance Highlights

The Board is responsible for overseeing our assets and business affairs in an honest, fair and ethical manner driven by comprehensive corporate governance principles, including the following:



Governance Highlights

Majority voting for directors Declassified Board of Directors No supermajority voting provisions Clawback policy Stock ownership guidelines for executives and directors 8 of 10 director nominees are independent Mandatory retirement age of 75 for directors (subject to waiver)		No poison pill Independent Audit, Compensation and Nominating and Corporate Governance (“NCG”) Committees No pledging or hedging of TransUnion stock Active stockholder engagement Robust director nominee selection process Bylaws include proxy access provision

Director Nominees – Key Facts

The following table provides summary information about each director nominee as of March 10, 2025. More detailed information about each director nominee’s background, skill set and experience can be found beginning on page 21.

Name and Occupation

Age

Director
Since

Independent

Committee Membership⁽¹⁾⁽²⁾

Other Public
Company Boards

George M. Awad

Principal, Gibraltar Capital Corporation

2013

☑

●

—

Christopher A. Cartwright

President & Chief Executive Officer, TransUnion

2019

●

—

Suzanne P. Clark

President and CEO, U.S. Chamber of Commerce

2017

☑

●

AGCO Corporation

Hamidou Dia

VP, Applied AI Engineering, Google Cloud

2022

☑

●

—

Russell P. Fradin

Operating Partner, Clayton, Dubilier & Rice

2018

☑

●

Alight, Inc.

Charles E. Gottdiener⁽³⁾

CEO, Anaplan, Inc.

2022

●

—

Pamela A. Joseph

CEO and Executive Chair, Xplor Technologies

2015

☑

●

Paychex, Inc.

Adyen N.V.

Thomas L. Monahan, III

CEO, Heidrick and Struggles, Inc.

2017

☑

●

Heidrick and Struggles, Inc.

Ravi Kumar Singisetti⁽⁴⁾

CEO, Cognizant Technology Solutions Corporation

2022

☑

●

Cognizant Technology Solutions Corporation

Linda K. Zukauckas

CFO, Integrity, LLC

2023

☑

●

—

(1) Effective April 1, 2025, Mr. Monahan will step down from his role as the Chairperson of the Audit Committee and will no longer serve as a member of the Audit Committee. The Board has appointed Ms. Zukauckas to serve as the Chairperson of the Audit Committee, effective April 1, 2025.

(2) Effective April 1, 2025, Mr. Fradin will step down from his role as the Chairperson of the Compensation Committee but will continue to serve as a member of the Compensation Committee. The Board has appointed Mr. Monahan to serve as the Chairperson of the Compensation Committee, effective April 1, 2025.

(3) Mr. Gottdiener will qualify as an independent director under the New York Stock Exchange Listing Standards as of March 31, 2025, the date that is three years after his last date of employment with TransUnion.

(4) Mr. Singisetti is also interchangeably referred to herein as “Ravi Kumar” or “Mr. Kumar”.

Key:

A – Audit Committee

C – Compensation Committee

N – Nominating and Corporate

Governance Committee

M – Mergers, Acquisitions and

Integration Committee

R – Risk and Compliance

Committee

T – Technology Committee

E – Executive Committee

C – Committee Chairperson

● – Committee Member

Executive Compensation Highlights

Executive Compensation Philosophy

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

•

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

•

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

•

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

•

Discourage excessive risk-taking.

Strong Stockholder Support

Our most recent Say-on-Pay vote was held at our 2024 Annual Meeting of Stockholders and received 95.78% stockholder support. We believe this strong Say-on-Pay vote outcome demonstrates stockholder support for our executive compensation program.

Executive Compensation Payouts are Aligned with our Named Executive Officers’ (“NEOs”) and the Company’s Performance During 2024

•

Our NEOs’ 2024 annual incentive payouts were between 165.9%-171.4% of target resulting from above target performance achievement on all three performance measures: Defined Consolidated Adjusted EBITDA, Defined Consolidated Revenue and Defined Adjusted Diluted Earnings per Share.

Vote by Internet at http://www.proxyvote.com

Vote by telephone at 1-800-690-6903

Vote by mail by completing and returning your proxy card or voter instruction card

Vote your shares during the Annual Meeting at www.virtualshareholdermeeting.com/TRU2025

SEC Form DEF 14A filed by TransUnion