TransUnion DEF 14A: Executive Comp & Governance

Ticker: TRU · Form: DEF 14A · Filed: Mar 21, 2024 · CIK: 1552033

Transunion DEF 14A Filing Summary
FieldDetail
CompanyTransunion (TRU)
Form TypeDEF 14A
Filed DateMar 21, 2024
Risk Levelmedium
Pages15
Reading Time18 min
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, executive-compensation, corporate-governance

TL;DR

TransUnion's DEF 14A is out, detailing exec pay and governance for FY23. Check equity awards.

AI Summary

TransUnion filed its DEF 14A on March 21, 2024, for the fiscal year ending December 31, 2023. The filing details executive compensation and other corporate governance matters. Key financial data for the fiscal years 2020 through 2023 is included, with specific tables outlining equity awards granted to executives.

Why It Matters

This filing provides crucial insights into how TransUnion compensates its top executives, which can influence company strategy and shareholder value.

Risk Assessment

Risk Level: medium — DEF 14A filings are routine but can reveal significant information about executive compensation, potential conflicts of interest, and shareholder proposals that could impact stock price.

Key Numbers

  • 2023-12-31 — Fiscal Year End (The reporting period for which compensation details are provided.)
  • 2020-2023 — Financial Data Years (Range of fiscal years for which financial data is presented in the filing.)

Key Players & Entities

  • TransUnion (company) — Filer of the DEF 14A
  • 0001193125-24-073865 (dollar_amount) — Accession Number for the filing
  • 20240321 (dollar_amount) — Filing Date
  • 20240502 (dollar_amount) — Conformed Period of Report
  • 0001552033 (dollar_amount) — Central Index Key
  • 7320 (dollar_amount) — Standard Industrial Classification Code
  • DE (dollar_amount) — State of Incorporation
  • 1231 (dollar_amount) — Fiscal Year End
  • 001-37470 (dollar_amount) — SEC File Number
  • 24771692 (dollar_amount) — Film Number

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Proxy Statement, is used to solicit shareholder votes on important corporate matters, such as the election of directors and executive compensation.

When was this specific DEF 14A filing by TransUnion submitted?

This DEF 14A filing by TransUnion was submitted on March 21, 2024.

What is TransUnion's Standard Industrial Classification (SIC) code?

TransUnion's SIC code is 7320, which falls under SERVICES-CONSUMER CREDIT REPORTING, COLLECTION AGENCIES.

What is the fiscal year end for TransUnion?

TransUnion's fiscal year ends on December 31st.

What is the SEC file number for TransUnion?

TransUnion's SEC file number is 001-37470.

Filing Stats: 4,544 words · 18 min read · ~15 pages · Grade level 13.1 · Accepted 2024-03-21 16:22:18

Filing Documents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 35 Delinquent Section 16(a) Reports 36 PROPOSAL 1:ELECTION OF DIRECTORS 37 Director Compensation 37 PROPOSAL 2:RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 40 Ratification of Appointment of PricewaterhouseCoopers LLP 40 Audit and Related Fees 40 Audit Committee Report 41 PROPOSAL 3:NON-BINDING ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 43 PROPOSAL 4:APPROVAL OF TRANSUNION SECOND AMENDED AND RESTATED 2015 OMNIBUS INCENTIVE PLAN 44 Material Changes to the Amended 2015 Plan 44 Summary of the Second Amended 2015 Plan 45 Federal Income Tax Consequences 51 i New Plan Benefits 52 History of Grants Under the Amended 2015 Plan 52 Registration 53 Vote Required 53 PROPOSAL 5:APPROVAL OF AMENDMENT TO TRANSUNION 2015 EMPLOYEE STOCK PURCHASE PLAN 54 Material Changes to the ESPP 54 Summary of the Amended ESPP 54 Federal Income Tax Consequences 56 Plan Benefits 57 ESPP Shares Purchased Since Inception 57 Registration 57 Vote Required 57 COMPENSATION DISCUSSION AND ANALYSIS 58 Executive Summary 58 Executive Compensation Philosophy and Governance Practices Align with Stockholders' Interests and Reflect Best Practices, Discouraging and Mitigating Excessive Risk Taking 61 Role of Compensation Committee, Management and Compensation Consultant in Compensation Decisions 63 Overview of 2023 Target Compensation Mix 63 Key Executive Compensation Components 65 Market Analysis and Benchmarking 66 2023 Executive Compensation Program 67 COMPENSATION COMMITTEE REPORT 78

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 79 Summary Compensation Table — 2023 79 Detailed Analysis of "All Other Compensation" Column 80 Grants of Plan-Based Awards — 2023 81 Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table 82 Outstanding Equity Awards at Fiscal Year-End — 2023 83 Options Exercised and Stock Vested — 2023 84 Nonqualified Deferred Compensation — 2023 84 Payments upon Termination and Change in Control — 2023 86 PAY RATIO DISCLOSURE 90 PAY VERSUS PERFORMANCE DISCLOSURE 91 RISK ASSESSMENT IN COMPENSATION PROGRAMS 96 EQUITY COMPENSATION PLAN INFORMATION 96 OTHER INFORMATION 97 Other Business 97 Proxy Solicitation 97 Stockholder Proposals for 2025 Annual Meeting and Director Nominations 97 Additional Information Available 98 APPENDIX A – TransUnion Second Amended and Restated 2015 Omnibus Incentive Plan A-1 APPENDIX B – Amendment to TransUnion 2015 Employee Stock Purchase Plan B-1 ii TransUnion 555 West Adams Street Chicago, Illinois 60661 (312) 985-2000 www.transunion.com PROXY STATEMENT For the 2024 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 2024 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 Thursday, May 2, 2024 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. Securitie

Executive Compensation Highlights

Executive Compensation Highlights

Executive Compensation Philosophy

Executive Compensation Philosophy Our executive compensation program is based on a philosophy that aligns the interests of our executives and stockholders. The following are key objectives of our compensation philosophy: Attract, motivate and retain highly experienced executives who are vital to our short- and long-term success, profitability and growth; Align the focus of our executives with the interests of our stockholders by rewarding executives for the achievement of strategic goals that successfully drive our strategy, operations and business performance, thereby enhancing stockholder value; Differentiate rewards based on actual individual performance while also rewarding executives for our overall results; and Discourage unnecessary and excessive risk-taking. Strong Stockholder Support Our most recent Say-on-Pay vote was held at our 2023 Annual Meeting of Stockholders, and received 95.7% stockholder support. We believe this strong Say-on-Pay vote outcome demonstrates stockholder support for our executive compensation program. Executive Compensation Payouts are Aligned with our Named Executive Officers' ("NEOs") and the Company's Performance During 2023 Our NEOs' 2023 annual incentive payouts were between 38.0%-57.5% of target resulting from below target performance achievement on all three performance measures: Defined Consolidated Adjusted EBITDA, Defined Consolidated Revenue and Defined Adjusted Diluted Earnings per Share. Our 2021 PSU (as defined below) performance total weighted payout was 100.0% of target resulting from above target performance achievement on Cumulative Adjusted EBITDA (30% weighting) and Cumulative Revenue (20% weighting) and below target performance on Relative TSR (as defined below) (50% weighting). Target Compensation Mix is Linked to Company Performance and Aligned with Stockholders' Interests 91% of our CEO's 2023 target compensation and 81% of our other NEOs' 2023 target compensation is "at-risk" based on C

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