DEF 14A of TransUnion, Mar 21, 2024

DEF 14A of TransUnion

Filed Mar 21, 2024 · FY20230001193125-24-073865

Open on EDGAR

  1. Director Nominees – Key Facts

    Director Nominees – Key Facts The following table provides summary information about each director nominee. More detailed information about each director nominee’s background, skill set and experience can be found beginning on page 22.

  2. Director Nominees – Key Facts

    | Name and Occupation | Age(1) | Director Since | Independent | Committee Membership | | | | | | | Other Public Company Boards | | | | | | A | C | N | M | R | T | E | | | George M. Awad Principal, Gibraltar Capital Corporation | 63 | 2013 | ☑ | ● | | | C | ● | | | — | | William P. (Billy) Bosworth Operating Managing Director, Vista Equity Partners | 54 | 2020 | ☑ | | ● | | | | C | | — | | Christopher A. Cartwright President & Chief Executive Officer, TransUnion | 58 | 2019 | | | | | | | | ● | — | | Suzanne P. Clark President and CEO, U.S. Chamber of Commerce | 56 | 2017 | ☑ | ● | | | | C | | | AGCO Corporation | | Hamidou Dia VP, Global Head of Generative AI, Google Cloud | 59 | 2022 | ☑ | ● | | | | | ● | | — | | Russell P. Fradin Operating Partner, Clayton, Dubilier & Rice | 68 | 2018 | ☑ | | C | C | ● | | | ● | Hamilton Insurance Group, Ltd. | | Charles E. Gottdiener CEO, Anaplan, Inc. | 59 | 2022 | | | | | ● | ● | ● | | — | | Pamela A. Joseph CEO and Executive Chair, Xplor Technologies | 65 | 2015 | ☑ | | ● | ● | | ● | | C | Paychex, Inc. Adyen N.V. | | Thomas L. Monahan, III CEO, Heidrick and Struggles, Inc. | 57 | 2017 | ☑ | C | | ● | | | | ● | Heidrick and Struggles, Inc. | | Ravi Kumar Singisetti(2) CEO, Cognizant Technology Solutions Corporation | 52 | 2022 | ☑ | | ● | | ● | | | | Cognizant Technology Solutions Corporation | | Linda K. Zukauckas Former CFO, Nielsen Holdings | 62 | 2023 | ☑ | ● | | | | | | | — |

  3. Director Nominees – Key Facts

    | (1) The age indicated for each director is as of March 7, 2024. (2) 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 |

  4. Considerations for Board Nominees

    Considerations for Board Nominees When considering whether directors and nominees have the experience, qualifications, attributes and skills to enable our Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focused primarily on each person’s background and experience as reflected in the information discussed below in the section titled “Background and Experience of Directors” and each of the directors’ individual biographies. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. Our NCG Committee is responsible for reviewing the qualifications of potential director nominees and recommending to the Board candidates to be nominated for election to the Board, and whether members of the Board should stand for reelection. Our Corporate Governance Guidelines and NCG Committee Charter set forth the selection criteria for evaluating potential director nominees, including, but not limited to, a potential candidate’s strength of character, mature judgment, industry knowledge or experience, independence of thought, ability to work collegially with other members of the Board and any other factors the NCG Committee considers appropriate, including the NCG Committee’s and the Board’s commitment to actively seeking out highly qualified women and individuals from minority groups to include in the pool from which new Board candidates are chosen. Each individual is evaluated in the context of the Board as a whole, with the objective of recommending a group that can best steer the success of our business. The NCG Committee will evaluate the effectiveness of this policy by continuing to review the makeup of our Board, including the diversity of the Board. 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 career experience and financial experience, as well as those skills listed in the “Background and Experience of Directors” table set forth on page 22. The NCG Committee may also consider the extent to which a candidate would fill a present need on the Board. 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. Our Third Amended and Restated Certificate of Incorporation provides for an unclassified Board of Directors. At the Annual Meeting, all director nominees elected by our stockholders will be elected to hold office for a term of one year, or until their successors are duly elected and qualified.

  5. Board Evaluations

    Board Evaluations Our Board and each of its committees performs an annual self-assessment to evaluate their effectiveness in fulfilling their respective obligations. For the Board self-evaluation, each director provides responses to a written questionnaire, and the Chairperson of the Board reviews the results. Topics in the 2023 assessment included a review of the Board’s roles and responsibilities, meetings, compensation, access to information, Board composition, communications and additional matters. A summary identifying any themes or issues that emerged in the evaluations is presented to the Board on an anonymous basis and is reviewed and discussed by the Board in an executive session. The NCG Committee also uses the results of the evaluations to periodically consider the mix of skills and experience the directors bring to the Board to assess whether the Board has the necessary tools to perform its oversight function effectively. Each committee also conducts its own annual self-evaluation and reports the results to the chairperson of the applicable committee and the Chairperson of the Board, including a comparison of the committee’s performance against the requirements of its written charter. Feedback received from committee evaluations is compiled anonymously and reviewed and discussed by each committee in an executive session annually, and addressed with management, as appropriate. Pursuant to its charter, the NCG Committee also periodically reviews the performance of each committee and makes recommendations to the Board for the creation of additional, or elimination of existing, committees.

  6. Management Succession Planning

    Management Succession Planning The Board and the Compensation Committee require senior management to report (at least annually) on succession planning, which includes, among other things, an assessment of the experience, performance and skills for possible successors to the CEO and other executive officer positions. The Board collaborates with senior management to ensure that effective plans are in place for management succession, including reviewing succession plans relating to the CEO and other executive officer positions, as well as potential successors who occupy these positions. Additionally, pursuant to its charter, the Compensation Committee oversees and approves the management continuity planning process.

  7. Background and Experience of Directors

    Background and Experience of Directors Our director nominees reflect a wide range of diverse backgrounds, skills and experiences, ranging from government relations to several current and former CEOs from varying industries. We believe that identifying the primary skills of our directors provides a meaningful representation of the balance of skills of our Board as a whole. Our directors’ diverse viewpoints and unique experiences enhance the quality of our Board’s discussions and the ability to execute on our business strategy. The table below, which is current as of March 7, 2024, highlights the experience and skills of our director nominees that we believe are critical to the success of TransUnion and are based on the findings from our ongoing stockholder engagement efforts.

  8. Background and Experience of Directors

    | | | | | | | | | | | | | | | Qualifications | | | | | | | | | | | | | | Senior Leadership/CEO | | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Global Technology | | | ● | ● | | ● | ● | ● | ● | ● | ● | ● | | Data Analytics; Privacy | | ● | ● | ● | ● | ● | | ● | | ● | ● | ● | | Risk Management and Regulatory | | ● | ● | ● | ● | | ● | | ● | | ● | ● | | Cybersecurity | | ● | ● | | | ● | ● | ● | | ● | ● | | | Corporate Governance | | ● | ● | | ● | | ● | | ● | | ● | ● | | Finance and Accounting | | ● | ● | ● | | | ● | | ● | | ● | ● | | Global Perspective | | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | TU Industry Knowledge | | ● | ● | ● | ● | | | ● | ● | | | ● | | Organizational Transformation | | ● | ● | ● | ● | | ● | ● | ● | ● | | ● | | Sustainability/ESG | | | | | ● | | ● | | ● | | ● | | | Demographics | | | | | | | | | | | | | | Tenure (years) | | 10 | 3 | 4 | 6 | 1 | 5 | 2 | 8 | 1 | 6 | 1 | | Age | | 63 | 54 | 58 | 56 | 59 | 68 | 59 | 65 | 52 | 57 | 62 | | Gender | | M | M | M | F | M | M | M | F | M | M | F | | Race/Ethnicity | | | | | | | | | | | | | | Asian | | | | | | | | | | ● | | | | Black/African American | | | | | | ● | | | | | | | | White/Caucasian | | ● | ● | ● | ● | | ● | ● | ● | | ● | ● |

  9. Background and Experience of Directors

    | 5.1 years Average Tenure of Independent Director Nominees | 59 years Average Age of Director Nominees | 45% Women and Underrepresented Groups 5 of 11 Directors Nominees identify as Women or as members of traditionally underrepresented racial/ethnic groups |

  10. Director Nominee Biographies

    Director Nominee Biographies The specific experience and qualifications of each our director nominees are described below. The age indicated for each of our director nominees is as of March 7, 2024. All of our current directors will be seeking election at the Annual Meeting. See “Proposal 1: Election of Directors” for more information.

  11. Director Nominee Biographies

    | Dr. George M. Awad Independent Age: 63 Director Since: November 2013 Founder and Principal, Gibraltar Capital Corporation; Prior CEO, Citigroup Consumer Finance Board Committees • Audit • Mergers, Acquisitions and Integration, Chairperson • Risk and Compliance Previous Public Company Board Experience Walter Investment Management Corp. (2016-2019) | Dr. Awad is a respected investor, having founded his own successful investment firm. He also has substantial leadership experience as a CEO of multiple global financial services companies. His global business acumen and financial expertise are assets to the Board. 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, most recently as CEO of Consumer Finance for Citigroup, with prior positions as CEO of North America Cards and CEO of Global Consumer Group EMEA. Dr. Awad served on the board of directors of Walter Investment Management Corp. from 2016 to 2019 and as the Chairman of the Board from June 2016 to February 2018. Dr. Awad earned his B.S. from the American University of Beirut, his M.B.A. from the University of Pittsburgh - Katz Graduate School of Business and his Doctorate in Management from Case Western Reserve University. | | William P. (Billy) Bosworth Independent Age: 54 Director Since: September 2020 Operating Managing Director, Vista Equity Partners Board Committees • Compensation • Technology, Chairperson Previous Public Company Board Experience Tableau Software, Inc. (2015-2019) | Mr. Bosworth brings years of CEO experience, leading innovative data companies to drive growth and expand globally. He also has substantial board of director experience with both public and private companies. The Board values his technology expertise, particularly in areas such as open source software and data analytics. William P. (Billy) Bosworth has served as an Operating Managing Director at Vista Equity Partners since February 2023, where he serves on the boards of several privately-held companies. He previously served as CEO of Dremio Corporation, a data analytics company, from February 2020 to February 2023, where he also served on the board of directors from August 2019 to May 2023. 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. Mr. Bosworth also served on the board of directors of Tableau Software, Inc. from 2015 until its acquisition by Salesforce in 2019. Mr. Bosworth earned his B.S. in Information Science and Data Processing from the University of Louisville. |

  12. Director Nominee Biographies

    | Christopher A. Cartwright Age: 58 Director Since: May 2019 President & Chief Executive Officer, TransUnion Board Committees • Executive | Mr. Cartwright is the President & Chief Executive Officer of TransUnion, which enables him to provide direct insight into the operations of the Company. He has deep knowledge of the global information industry and has overseen organizational transformation at various levels of management within our organization. | | | Christopher A. Cartwright has served as the President & Chief Executive Officer of TransUnion since May 2019. He joined the Company in August 2013, previously serving as Executive Vice President, U.S. Information Services, where he helped drive TransUnion’s transformation into a global information and insights company as the head of the largest business unit, including providing consumer reports, risk scores, analytical services and decision technology to customers in the U.S. across the financial services, insurance, tenant and employment screening and public sector industries. Prior to joining TransUnion, Mr. Cartwright was the Chief Executive Officer of Decision Insight Information Group, a portfolio of independent businesses providing real property information, software and services to insurance, finance, legal and real estate professionals in the United States, Canada and Europe. Mr. Cartwright also spent almost 14 years at Wolters Kluwer, a global information services and workflow solutions company, where he held a variety of executive positions of increasing responsibility, culminating in CEO of the Corporate and Financial Services Division and Shared Services, North America. Prior to Wolters Kluwer, he was Senior Vice President, Strategic Planning & Operations for Christie’s Inc. and Strategy Consultant for Coopers and Lybrand. Mr. Cartwright earned his bachelor’s degree in business administration and his master’s in public accountancy from The University of Texas at Austin. He serves on the Board of Directors of P33 Chicago and the Board of Trustees of the Museum of Science and Industry. | | Suzanne P. Clark Independent Age: 56 Director Since: June 2017 President and CEO, U.S. Chamber of Commerce Board Committees • Audit • Risk and Compliance, Chairperson Current Public Company Board Experience AGCO Corporation (NYSE: AGCO) | Ms. Clark brings unique and global perspectives regarding macroeconomic, social and political environments from her decades of experience in government relations and from leading the world’s largest business organization. She also brings significant corporate governance, privacy and risk management expertise to TransUnion as well as seasoned public company board experience, including with regard to sustainability and ESG considerations. | | | Suzanne P. Clark is currently the President and Chief Executive Officer of the U.S. Chamber of Commerce, where she focuses on strategy, government relations and market innovation in support of the Chamber’s more than 3 million member companies internationally. Ms. Clark was appointed Chief Executive Officer of the U.S. Chamber of Commerce in March 2021, and has served as its President since June 2019. Ms. Clark served as Senior Executive Vice President from January 2017 until June 2019 and as Executive Vice President of the U.S. Chamber of Commerce from September 2014 until January 2017. She has served on the board of AGCO Corporation (NYSE: AGCO) and on its Talent and Compensation Committee (Chair) since April 2017 and its Sustainability Committee since April 2022. Ms. Clark also serves on the board of The Economic Club of Washington, D.C. She has been honored by Washingtonian Magazine as one of the “100 Most Powerful Women in Washington” and was recognized by Barron’s in the “100 Most Influential Women in U.S. Finance” list. Ms. Clark earned her B.A. and her M.B.A. from Georgetown University. |

  13. Director Nominee Biographies

    | Hamidou Dia Independent Age: 59 Director Since: July 2022 VP, Global Head of Generative AI Solution Architecture, Google Cloud Board Committees • Audit • Technology | Mr. Dia has a strong track record of delivering large scale IT transformations for leading international technology companies. His experience transforming engineering organizations from on-premise to cloud-based is particularly relevant as we continue our own technology transformation. Hamidou Dia has served as VP, Global Head of Generative AI Solution Architecture at Google Cloud since April 2023. He is also a member of the Go-To-Market Advisory Board for CapitalG, Alphabet’s Independent Growth Fund. Mr. Dia previously served as VP, Global Head of Solutions Engineering at Google Cloud from April 2019 until April 2023, where he led the Global Solution Engineering organization. Prior to that, Mr. Dia held several roles at Oracle from 1999 to 2019, most recently as Senior Vice President, North America Technology Solution Engineering and Cloud Customer Success. Serving as chief architect of the North American technology division, he oversaw a team of over 1,600 sales engineers and drove the transformation of the sales engineering organization from an on-premises to a cloud sales engineering organization. Mr. Dia earned his bachelor’s and master’s degrees in computer science from the University of Nantes, France. | | Russell P. Fradin Independent Age: 68 Director Since: July 2018 Operating Partner, Clayton, Dubilier & Rice, Inc. Board Committees • Compensation, Chairperson • Nominating and Corporate Governance, Chairperson • Mergers, Acquisitions and Integration • Executive Current Public Company Board Experience Hamilton Insurance Group, Ltd. (NYSE: HG) Previous Public Company Board Experience Best Buy Co., Inc. (NYSE: BBY) (2013-2020) | Mr. Fradin in an accomplished CEO and private equity investor with significant leadership experience at both public and private companies. His proven experience guiding companies through organizational transformation processes is valuable to the Board as we complete the integration of our recent acquisitions. 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. Since 2016, Mr. Fradin has served on the board of Hamilton Insurance Group, Ltd. (NYSE: HG), which completed its initial public offering in November 2023. He has served on Hamilton’s Compensation and Personnel Committee (Chair) since 2022. Mr. Fradin also served on the board of Best Buy Co., Inc. (NYSE: BBY) from April 2013 until June 2020. Mr. Fradin earned his B.S. in economics from the Wharton School at the University of Pennsylvania and his M.B.A. from Harvard Business School. |

  14. Director Nominee Biographies

    | Charles E. Gottdiener Age: 59 Director Since: February 2022 CEO, Anaplan, Inc. Board Committees • Mergers, Acquisitions and Integration • Risk and Compliance • Technology | Mr. Gottdiener is an experienced CEO who has successfully overseen the implementation of innovative solutions to drive growth and organizational transformation at multiple companies. The Board values his technology and industry experience, particularly as the former CEO of Neustar, TransUnion’s largest acquisition to date. | | | Charles E. Gottdiener has served as Chief Executive Officer and a member of the Board of Directors of Anaplan, Inc., a business planning and decision-making platform, since December 2022. Previously, he served as President & Chief Executive Officer of Neustar, Inc. (“Neustar”) from 2018 until TransUnion’s acquisition of Neustar in December 2021, during which time, Mr. Gottdiener helped transform Neustar into a leading global information services and technology company. Prior to joining Neustar, Mr. Gottdiener served as a Managing Director with Providence Equity Partners where he was Head of Portfolio Operations beginning in 2010, and Chief Operating Officer from 2014 to 2018. He also served as an interim CEO or Board member of several Providence portfolio companies including Blackboard, SRA International, Altegrity, Survey Sampling, VRAD and Ascend Learning. Previously, Mr. Gottdiener spent seven years with Dun & Bradstreet, where he served in a number of strategy and operating leadership roles including as President of the global risk, analytics and internet solutions business. Mr. Gottdiener earned his B.A. in Psychology from Grinnell College, where he also served as a trustee of the College, and his M.B.A. from the Wharton School of the University of Pennsylvania. | | Pamela A. Joseph Independent Age: 65 Director Since: September 2015 CEO & Executive Chair, Xplor Technologies Board Committees • Compensation • Nominating and Corporate Governance • Risk and Compliance • Executive, Chairperson Current Public Company Board Experience Paychex, Inc. (Nasdaq: PAYX) Adyen, N.V. (ADYEN.AS) | Ms. Joseph has served as the Chairperson of the Board since 2020. She brings extensive leadership experience as a seasoned CEO and provides insights from her service as a director for multiple public and private companies to our Board. She also has deep industry and technology knowledge, as well as experience overseeing organizational change. Pamela A. Joseph has served as Chief Executive Officer of Xplor Technologies, a cloud-based payment processing platform company, since October 2022, and has served as Xplor’s Executive Chair since 2021. She is also an Operating Partner for Advent International. Ms. Joseph previously served as the Chief Executive Officer of Clearent, a payments processing company, from 2019 to 2021. Ms. Joseph served as the President and Chief Operating Officer of Total System Services, Inc. from May 2016 until September 2017, and was 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, 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 Nominating and ESG Committee (Chair), Compensation & Leadership Committee and Corporate Development Advisory Committee. Ms. Joseph also serves on the board of directors of Adyen, N.V., a Netherlands-based payment processor (ADYEN.AS), and serves on its Audit Committee. Ms. Joseph earned her B.S. from the University of Illinois at Urbana-Champaign. |

  15. Director Nominee Biographies

    | Ravi Kumar Independent Age: 52 Director Since: July 2022 CEO, Cognizant Technology Solutions Corporation (Nasdaq: CTSH) Board Committees • Compensation • Mergers, Acquisitions and Integration Current Public Company Board Experience Cognizant Technology Solutions Corporation (Nasdaq: CTSH) Previous Public Company Board Experience Digimarc Corporation (Nasdaq: DMRC) | Mr. Kumar contributes decades of experience driving innovative change at global technology companies to our Board. Mr. Kumar’s technical leadership, data expertise and experience overseeing technology transformation processes are valuable assets to our Board. Ravi Kumar Singisetti has served as CEO and a member of the Board of Directors of Cognizant Technology Solutions Corporation (Nasdaq: CTSH), a multinational information technology services and consulting company, since January 2023. From 2015 to 2022 he served as the President of Infosys, a global IT consulting and services company, where he led the Infosys Global Services Organization across all global industry segments. Mr. Kumar held additional roles at Infosys from 2002, including Executive Vice President, Global Head of the Insurance, Healthcare, and Cards and Payments business unit and Senior Vice President & Global Head of Consulting & Systems Integration. From 2021 to 2023, Mr. Kumar served on the Board of Directors of Digimarc Corporation (Nasdaq: DMRC). Mr. Kumar also serves on the Board of Governors of the New York Academy of Sciences and the Board of Directors of the U.S. Chamber of Commerce. Mr. Kumar earned his bachelor’s degree in engineering from Shivaji University and his M.B.A. from Xavier Institute of Management, India. | | Thomas L. Monahan, III Independent Age: 57 Director Since: June 2017 CEO, Heidrick and Struggles, Inc. (Nasdaq: HSII) Board Committees • Audit, Chairperson • Nominating and Corporate Governance • Executive Current Public Company Board Experience Heidrick and Struggles, Inc. (Nasdaq: HSII) | Mr. Monahan has extensive experience guiding global growth and technological change. The Board values his financial and accounting expertise and experience serving on public company boards. He also has a dedicated record overseeing entities committed to sustainability efforts. Thomas L. Monahan, III has served as the CEO and a member of the board of directors of Heidrick and Struggles, Inc. (Nasdaq: HSII), a global leadership advisory and technology firm providing executive search, leadership assessment and development, organization and team effectiveness, and performance technology tools, since March 2024. Mr. Monahan is the former Chief Executive Officer of DeVry University, serving in such role from 2020 to 2023, and he has served as Executive Vice Chair of DeVry since September 2023. He also founded Norton Street Holdings, a private investment vehicle, in 2017. He also served as Executive Chairman of PK Global, a leading digital services firm, owned by the Carlyle Group, from 2018 until its sale in 2021. Mr. Monahan previously served as Chairman and Chief Executive Officer of CEB, Inc. from 2008 until its April 2017 merger with Gartner Inc. (NYSE: IT), and served as CEO from 2005 to 2017. CEB provided data and insights to lift the performance of the world’s leading companies. In his 21 years at CEB, Mr. Monahan led significant global growth and digitization of product delivery. He served as a member of the board of Convergys Corporation (NYSE: CVG) from 2008 through 2018. Mr. Monahan is also a board member at the Nature Conservancy of Maryland/Washington, D.C., and a founding director of and investor in the Climate Board Company, an innovative platform that analyzes and documents corporate best practices in mitigating and managing the impact of climate change. Mr. Monahan earned his B.A. from Harvard University and his M.B.A. from New York University. |

  16. Director Nominee Biographies

    | Linda K. Zukauckas Independent Age: 62 Director Since: January 2023 Former CFO, Nielsen Holdings Board Committees • Audit Previous Public Company Board Experience MTS Systems (2019-2021) | Ms. Zukauckas brings deep finance and accounting expertise to the Board as a former CFO of a public company. She also has extensive leadership and corporate governance experience from her roles at multiple public and private global companies. Linda K. Zukauckas served as Chief Financial Officer of Nielsen Holdings from February 2020 until February 2023, departing in connection with Nielsen’s take-private transaction. Prior to Nielsen, she held executive leadership roles at American Express from November 2011 to January 2020, most recently Executive Vice President/Deputy Chief Financial Officer from 2018 to 2020, and previously, EVP/Controller and Chief Accounting Officer. From 2000 to 2011, Ms. Zukauckas held various senior finance roles at Ally Financial, including strategy/M&A, divisional CFO, head of corporate planning, global controller/Chief Accounting Officer and global head of internal audit. Ms. Zukauckas currently serves on the board of Zelis, a privately-held healthtech platform that is modernizing the healthcare financial experience. Ms. Zukauckas earned her bachelor’s degree in business administration from Texas Tech University. |

  17. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Upon the recommendation of the Nominating and Corporate Governance Committee, our Board has nominated the eleven 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:

  18. Director Compensation

    Director Compensation The following table discusses the compensation earned by our non-employee directors in 2023. During 2023, all of our non-employee directors were independent other than Mr. Gottdiener. Mr. Cartwright, our President & Chief Executive Officer, is not included in the table below because he did not receive any additional compensation for his service on the Board. Mr. Cartwright’s 2023 compensation is presented in the “Summary Compensation Table—2023” found on page 79. 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 Custom Comparator Group (as defined below) used for executive compensation benchmarking, but is not excessive. After its annual compensation review in May 2023, upon the recommendation of FW Cook, the Compensation Committee recommended, and the Board approved, a $20,000 increase (from $170,000 to $190,000) in the grant value of the annual restricted stock granted to our non-employee directors to align with our Custom Comparator Group. In 2023, our non-employee directors were eligible for the annualized compensation amounts described below. The non-employee directors are paid on a quarterly basis for their service on our Board of Directors and Committees:

  19. Director Compensation

    | Board of Directors’ Annual Retainer | $95,000 | | Board Chairperson Fee | $150,000 | | Audit Committee Chairperson Fee | $30,000 | | Compensation Committee Chairperson Fee | $25,000 | | Nominating and Corporate Governance Committee Chairperson Fee | $20,000 | | Mergers, Acquisitions and Integration Committee Chairperson Fee | $20,000 | | Risk and Compliance Committee Chairperson Fee | $20,000 | | Technology Committee Chairperson Fee | $20,000 | | Committee Member Fees | $10,000 |

  20. Director Compensation

    In addition, in 2023, our non-employee directors received restricted stock grants with a grant value of $190,000 under our Amended 2015 Plan, which vest on the one-year anniversary of the grant date. The restricted stock grants provide the directors with the same rights as stockholders generally, including the right to receive dividends paid on our common stock. The total compensation earned by our non-employee directors in 2023 is shown in the table below.

  21. Non-Employee Director Compensation Table – 2023

    Non-Employee Director Compensation Table – 2023

  22. Non-Employee Director Compensation Table – 2023

    | Name | Fees Earned in Cash ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | George M. Awad | 145,000 | 189,951 | — | 334,951 | | William P. (Billy) Bosworth | 135,000 | 189,951 | — | 324,951 | | Suzanne P. Clark | 135,000 | 189,951 | — | 324,951 | | Hamidou Dia | 115,000 | 189,951 | 22,428(2) | 327,379 | | Russell P. Fradin | 161,250 | 189,951 | — | 351,201 | | Charles E. Gottdiener | 125,000 | 189,951 | — | 314,951 | | Pamela A. Joseph | 275,000 | 189,951 | — | 464,951 | | Thomas L. Monahan | 145,000 | 189,951 | — | 334,951 | | Andrew Prozes | 35,000(3) | — | — | 35,000 | | Ravi Kumar Singisetti | 115,000 | 189,951 | — | 304,951 | | Linda Zukauckas | 105,000 | 359,890(1) | — | 464,890 |

  23. Non-Employee Director Compensation Table – 2023

    | (1) The amounts shown in this column represent the full grant date fair value of the restricted stock grant in 2023 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 19 “Stock-Based Compensation,” of the consolidated financial statements contained in our 2023 Annual Report on Form 10-K. Dr. Awad, Messrs. Bosworth, Dia, Fradin, Gottdiener, Monahan and Singisetti, and Mses. Clark, Joseph and Zukauckas each received a grant of 2,989 shares of restricted stock under our Amended 2015 Plan on May 4, 2023. Ms. Zukauckas also received a grant of 2,442 shares of restricted stock under the Amended 2015 Plan upon her appointment to the Board on January 30, 2023. These are the only outstanding restricted stock grants for each director as of December 31, 2023. |

  24. Non-Employee Director Compensation Table – 2023

    | (2) The amount shown for Mr. Dia reflects amounts reimbursed to Mr. Dia for a new director training program in which he participated in 2023. |

  25. Non-Employee Director Compensation Table – 2023

    | (3) The amount shown for Mr. Prozes reflects prorated annual retainer and applicable fees for his service as a non-employee director until his retirement from the Board on March 31, 2023. |

  26. COMPENSATION DISCUSSION AND ANALYSIS

    | • | 2023 Annual Incentive Plan Performance; |

  27. COMPENSATION DISCUSSION AND ANALYSIS

    | • | 2021 PSU Performance; and |

  28. COMPENSATION DISCUSSION AND ANALYSIS

    | • | The role of the Compensation Committee, management and compensation consultant in compensation decisions (see page 63); |

  29. COMPENSATION DISCUSSION AND ANALYSIS

    | • | Our market analysis and benchmarking (see page 66); and |

  30. 2023 Annual Incentive Plan Performance

    2023 Annual Incentive Plan Performance The following highlights the consolidated financial performance results used for our 2023 annual incentive plan. Our Defined Consolidated Adjusted EBITDA was $1,338.3 million, resulting in a payout of 53.6% of target; our Defined Consolidated Revenue was $3,820.9 million, resulting in a payout of 79.2% of target; and our Defined Adjusted Diluted Earnings per Share was $3.35, resulting in no payout under this metric. For Messrs. Cartwright, Cello, Achanta and Martin, Defined Consolidated Adjusted EBITDA has a 45% weighting and Defined Consolidated Revenue has a 20% weighting. For Mr. Chaouki, Defined Consolidated Adjusted EBITDA has a 20% weighting, Defined U.S. Markets and Consumer Interactive Adjusted EBITDA has a 25% weighting and Defined U.S. Markets and Consumer Interactive Revenue has a 20% weighting. For all NEOs, Defined Adjusted Diluted Earnings Per Share has a 20% weighting. Our 2023 annual incentive plan, including the business unit level financial objectives, individual objectives, applicable weightings and achievement is discussed in greater detail beginning on page 68 in the section titled “2023 Executive Compensation Program—Annual Incentive Plan.”

  31. 2021 PSU Performance

    2021 PSU Performance The following highlights the performance results for our PSUs granted in February 2021 with a performance period of January 1, 2021 to December 31, 2023 (the “2021 PSUs”). The performance metrics used for these share-based grants consist of Cumulative Adjusted EBITDA, Cumulative Revenue and Relative Total Stockholder Return (“Relative TSR”) performance over the performance period. These metrics are defined in the grant agreements and are similar, but not identical, to the performance metrics used for our 2023 annual incentive plan as discussed above. In the context of our PSUs, both Cumulative Adjusted EBITDA and Cumulative Revenue include adjustments to remove the impact of currency fluctuation and inorganic growth. For purposes of this section, references to Cumulative Adjusted EBITDA, Cumulative Revenue and Relative TSR will have the meanings ascribed to them in the grant agreements. Overall, our Cumulative Adjusted EBITDA over the performance period was $3,475.7 million, resulting in vesting at 200% of target. Our Cumulative Revenue over the performance period was $8,832.8 million resulting in vesting at 200% of target. Our Relative TSR performance over the performance period was at the 14th percentile resulting in no payout under this metric. For our 2021 PSUs, Cumulative Adjusted EBITDA has a 30% weighting, Cumulative Revenue has a 20% weighting, and Relative TSR has a 50% weighting, resulting in an overall weighted percentage of 100% of target. Our PSU performance is discussed in greater detail beginning on page 73 in the section titled “2023 Executive Compensation Program—Long-Term Incentive Plan—2021 PSU Performance.”

  32. 2023 Executive Compensation Program Actions, Results and Changes

    | • Each of our NEOs received a base salary increase to better align their pay with peers and to market benchmarks (see page 67). • Actual 2023 annual incentive payouts for the NEOs ranged from 38.0% to 57.5% of target based on corporate, business unit and individual performance (see page 70). • Our NEOs, including our CEO, each received long-term incentive (“LTI”) awards in the form of time-vested RSUs and PSUs (see page 71). • Our NEOs, including our CEO, each received the grant of special one-time equity-based awards (the “Special PSU Awards”) in the form of PSUs (see page 74). |

  33. Executive Compensation Philosophy & Practices

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

  34. Executive Compensation Philosophy & Practices

    | • | Evaluates the performance of our CEO in light of such goals and objectives and approves the annual base salary, annual incentive, LTIs and other benefits provided to the CEO and other executive officers; |

  35. Executive Compensation Philosophy & Practices

    | • | Reviews and recommends to the full Board, or approves, new executive compensation programs, including LTI compensation programs; |

  36. Executive Compensation Philosophy & Practices

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

  37. Executive Compensation Philosophy & Practices

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

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

    Role of Compensation Committee, Management and Compensation Consultant in Compensation Decisions Pursuant to its charter, the Compensation Committee is responsible for overseeing our executive compensation program, developing and reviewing our executive compensation philosophy, and recommending to the full Board, or approving, decisions regarding executive compensation. The Compensation Committee is ultimately responsible for making the compensation decisions with respect to our CEO and other NEOs and creating appropriate programs for the CEO and the other NEOs. The Compensation Committee seeks and considers input from senior management and an independent compensation consultant in connection with its duties. In 2023, the Compensation Committee engaged FW Cook as a consultant on executive compensation matters. FW Cook’s engagement includes reviewing and advising on executive compensation matters principally related to the CEO, the executive officers, our senior executives and outside directors. For 2023, FW Cook assisted the Compensation Committee by (a) recommending a comparator group for benchmarking purposes and (b) providing comparator group data on compensation levels and design, including an analysis of target total compensation (base salary, annual incentives and LTIs). FW Cook also assisted the Compensation Committee in reviewing broader market practices, executive compensation trends and regulatory developments and management compensation proposals. FW Cook performs services solely on behalf of the Compensation Committee and does not provide any other services to us. The Compensation Committee assessed the independence of FW Cook and concluded no conflicts of interest exist that would prevent FW Cook from independently representing the Compensation Committee. Executive management regularly participates in the compensation decision-making process in the following specific respects:

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

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

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

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

  41. Target Compensation Mix

    Target Compensation Mix There is a significant emphasis on the elements that comprise performance-based pay (annual and long-term incentive awards). As illustrated in the following charts, a significant percentage of our CEO’s and all other NEOs’ 2023 target total compensation (i.e., target annual incentive, RSUs and PSUs) is linked to Company performance and aligned with the interests of our stockholders and considered “at-risk”: 91% for the CEO and 81% for our other NEOs.

  42. Target Compensation Mix

    | (1) Percentages calculated using 2023 annual base salary, target annual incentive and target annual LTI grant value for RSUs and PSUs. The Special PSU Awards (as defined below) are not included in the above charts. |

  43. Key Executive Compensation Components

    Key Executive Compensation Components The key components of our executive compensation program for NEOs are base salary, annual incentive, employee benefits (health, welfare, retirement and perquisites) and LTI awards, which consist of time-vested RSUs and PSUs, which are subject to a three-year performance period. These elements are illustrated in detail below:

  44. Key Executive Compensation Components

    | Component | | Description | Purpose | | Fixed | Base Salary | • Ongoing cash compensation based on the NEO’s role, responsibilities, market data and individual performance | • Designed to attract and retain experienced executives • Recognizes individual experiences, skills and sustained performance | | | Benefits (health, welfare and retirement) | • Medical, dental, qualified and nonqualified retirement plan | • Same benefits generally available to U.S. employees | | | Perquisites | • Reimbursement for financial and tax planning services and annual physical program | • Supports personal financial planning needs • Ensures personal well-being | | At-Risk | Annual Incentive | • Actual pay varies between 0% and 200% of target • Uses predominantly financial objectives, including financial goals linked to a business unit where relevant, as well as individual objectives | • Incentivizes and drives the accomplishment of short-term financial and individual strategic goals | | | Restricted Stock Units | • Represents 50% of target annual LTI grant value • Vest ratably over a 36-month or 42-month period from the grant date provided NEO remains continuously employed | • Aligns NEOs to long-term financial and share price performance • Designed to retain executives • Aligns NEOs with interest of stockholders | | | Performance Share Units | • Represents 50% of target annual LTI grant value • Actual awarded shares vary between 0% and 200% of target • Performance components include 3-year Cumulative Adjusted EBITDA, Cumulative Revenue and Relative TSR • Vest 100% following three-year performance period based on actual Company performance | • Aligns NEOs to long-term financial and share price performance • Aligns pay and performance by linking number of shares to financial and market performance • Aligns NEOs with interest of stockholders |

  45. Market Analysis and Benchmarking

    Market Analysis and Benchmarking As described below, we use various tools and methods, including benchmarking, to evaluate whether each NEO’s level of pay is appropriate. For 2023, the benchmarking process for all of our NEOs is described below.

  46. Benchmarking

    Benchmarking The Compensation Committee benchmarks against the median for each pay component (i.e., base salary, target annual incentive and target LTI grants) and total compensation to guide our compensation objectives. We utilize the median as a point of reference and not necessarily the definitive compensation level. Consequently, our NEOs’ compensation may be positioned at a level less than or greater than the median based on time in position, experience and competitive pay objectives, as well as other factors. Comparator Group The Compensation Committee, with input from FW Cook and management, annually approves a company comparator group (the “Custom Comparator Group”) to be used in reviewing and benchmarking various pay components in addition to the use of general industry data. Selection of the Custom Comparator Group begins with an initial list of potential organizations and is then filtered using various selection criteria to determine our final list of comparator companies. The following outlines the process the Compensation Committee used in selecting the Custom Comparator Group for benchmarking executive compensation in 2023.

  47. Benchmarking

    | (1) In October 2022, Nielsen Holdings ceased to be a publicly traded company following its take-private transaction. All benchmark information was completed based on fiscal year 2021 results. |

  48. Benchmarking

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

  49. Benchmarking

    | • | Additions: Dun & Bradstreet Holdings, Inc., Gartner, Inc. and RELX Group. |

  50. Benchmarking

    | • | Removals: Black Knight, Inc., Bread Financial Holdings, Inc. (formerly Alliance Data Systems Corporation), CoreLogic, Inc. and IHS Markit Ltd. |

  51. Incentive Compensation

    Incentive Compensation Outside of base salary, all other compensation received by each NEO is considered “at-risk,” including compensation received under our annual incentive plan and LTI plan. Target Setting The Compensation Committee set the performance targets for our 2023 annual incentive plan and LTI plan in early 2023. The Compensation Committee believes that the performance targets it established were appropriately challenging, while providing meaningful motivational value to our NEOs. The performance targets required the Company to generate significant performance while effectively managing various macroeconomic factors during 2023. The achievement of the performance targets would demonstrate that the Company successfully met the significant challenges it faced during the year. The Compensation Committee considered the following factors when establishing the performance targets, including the related threshold and maximum target levels:

  52. Incentive Compensation

    | • | annual and long-term operating plans; |

  53. Annual Incentive Plan

    Annual Incentive Plan The annual incentive plan is designed to motivate and reward our NEOs based on financial and individual performance. Financial targets are approved by the Compensation Committee at the beginning of the performance period with individual and other qualitative goals designed to successfully drive our operations and business results and to achieve our overall corporate strategy. Each NEO’s annual incentive is determined by multiplying the applicable NEO’s target annual incentive percentage by the NEO’s eligible base salary and then multiplying this result by the percentage achievement with respect to the applicable financial and individual goals, provided the threshold level of performance is achieved. Target Levels Each NEO has a target annual incentive expressed as a percentage of his or her eligible base salary. The target is determined by the Compensation Committee after consideration of several factors, including the NEO’s duties and responsibilities and competitive market data. Our NEOs did not receive an increase in their respective target annual incentives in 2023.

  54. Annual Incentive Plan

    | Named Executive Officer | 2023 Target Annual Incentive as a Percentage of Base Salary | 2023 Target Annual Incentive | | Christopher A. Cartwright | 150% | $1,587,375 | | Todd M. Cello | 110% | $729,300 | | Venkat Achanta | 100% | $700,000 | | Steven M. Chaouki | 100% | $714,000 | | Timothy J. Martin | 100% | $612,000 |

  55. Annual Incentive Plan

    Financial and Individual Objectives, Targets, and Potential Payouts The following table defines the various financial and individual objectives applicable for the 2023 annual incentive plan. The actual payout ranges between 0% and 200% of target for each objective depending on actual performance. The objectives of Defined Consolidated Adjusted EBITDA, Defined Consolidated Revenue and Defined Adjusted Diluted Earnings per Share (each defined below) are to incentivize our NEOs to drive the achievement of overall Company financial performance. Similarly, at the business unit level, Defined U.S. Markets and Consumer Interactive Adjusted EBITDA and Defined U.S. Markets and Consumer Interactive Revenue (each defined below) are designed to incentivize specific business unit financial performance. The Strategic Individual Objectives (as defined below) are quantitative and qualitative measures aligned to specific strategic objectives and are set individually for each NEO in a manner that would significantly advance their strategic objectives, if delivered. Additionally, these goals are designed to provide NEOs with the opportunity to achieve above target payouts only upon robust performance. In 2023, the Strategic Individual Objectives were subject to a modifier based on the Company’s Operational Standards and Risk Management Objectives (as defined below) and a portion of each NEO’s bonus was subject to Company performance against Diversity, Equity and Inclusion Objectives (as defined below).

  56. Annual Incentive Plan

    | Objective | Definition | | Defined Consolidated Adjusted EBITDA | Consolidated Adjusted EBITDA as reported in our 2023 Annual Report on Form 10-K further adjusted to eliminate the impact of foreign currency fluctuations, and to eliminate the impact of certain other legal and regulatory expenses as approved by management and the Compensation Committee for annual incentive plan purposes. | | Defined Consolidated Revenue | Revenue as reported in our 2023 Annual Report on Form 10-K further adjusted to eliminate the impact of foreign currency fluctuations. | | Defined Adjusted Diluted Earnings per Share | Adjusted Diluted Earnings per Share as reported in our 2023 Annual Report on Form 10-K further adjusted to eliminate the per share impact of foreign currency fluctuations, and to eliminate the per share impact of certain other legal and regulatory expenses as approved by management and the Compensation Committee for annual incentive plan purposes. | | Defined U.S. Markets and Consumer Interactive Adjusted EBITDA | U.S. Markets and Consumer Interactive Adjusted EBITDA as reported in our 2023 Annual Report on Form 10-K further adjusted to eliminate the impact of foreign currency fluctuations, and to eliminate the impact of certain other legal and regulatory expenses as approved by management and the Compensation Committee for annual incentive plan purposes. | | Defined U.S. Markets and Consumer Interactive Revenue | U.S. Markets and Consumer Interactive gross revenue as reported in our 2023 Annual Report on Form 10-K adjusted to eliminate the impact of foreign currency fluctuations. | | Strategic Individual Objectives | Specific individual quantitative and qualitative goals aligned with our strategic objectives. | | Operational Standards and Risk Management Objectives | Year-over-year continuous improvement of key metrics related to consumer inquiries, disputes, complaints and notice to furnishers. | | Diversity, Equity and Inclusion Objectives | Year-over-year growth in representation of underrepresented groups in director and above positions within the United States and the year-over-year representation of women at the director level and above globally. |

  57. Annual Incentive Plan

    When determining performance targets for the 2023 annual incentive plan, the Compensation Committee approved a target for Defined Adjusted Diluted Earnings per Share that was lower than actual 2022 results because of the impact of changes in foreign exchange rates from 2022 to 2023. The 2023 annual incentive plan targets for Defined Consolidated Revenue, Defined Consolidated Adjusted EBITDA and Defined Adjusted Diluted Earnings per Share reflected 6.0%, 7.3%, and 1.7% growth on a constant currency basis, respectively, over 2022 actual results. Target growth for Defined Adjusted Diluted Earnings per Share was set lower than actual 2022 results due to increased interest expense on the Company’s outstanding indebtedness as a result of projected increasing interest rates. The following table provides threshold, target and maximum targets for the financial objectives described above. It also provides actual 2023 results and the achievement as a percentage of target. For each financial objective the NEO receives a 50% payout at threshold performance, a 100% payout at target performance, and a 200% payout at maximum performance. The payout for performance between percentages is interpolated on a straight-line basis and performance below threshold results in a 0% payout for that financial objective. Following a review of market practices, including those of our Custom Comparator Group, in May 2023, the Compensation Committee increased the payout at threshold performance from 25% to 50% of target for 2023.

  58. Annual Incentive Plan

    | Financial Objective | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Result | Achievement (%) | | Defined Consolidated Adjusted EBITDA* | $1,331.0 | $1,431.2 | $1,488.4 | $1,338.3 | 53.6 | | Defined Consolidated Revenue* | $3,706.9 | $3,902.0 | $4,019.1 | $3,820.9 | 79.2 | | Defined Adjusted Diluted Earnings per Share | $3.39 | $3.64 | $3.79 | $3.35 | 0 | | Defined U.S. Markets and Consumer Interactive Adjusted EBITDA* | $1,180.1 | $1,268.9 | $1,319.7 | $1,125.5 | 0 | | Defined U.S. Markets and Consumer Interactive Revenue* | $3,070.1 | $3,231.7 | $3,328.7 | $3,082.6 | 53.9 |

  59. Annual Incentive Plan

    | * Amounts reflect millions. |

  60. Annual Incentive Plan

    2023 Annual Incentive Payouts The following table summarizes each NEO’s 2023 annual incentive plan objectives described above, including the applicable weighting, achievement as a percentage of target and payout. The weightings for each NEO are determined based on the NEO’s role, duties, and responsibilities and are designed to strengthen the link between pay and performance. Payments based on the 2023 annual incentive plan ranged from 38.0% of target to 57.5% of target.

  61. Annual Incentive Plan

    | Named Executive Officer | Objective | Weighting | Achievement | Payout | | Christopher A. Cartwright, President & Chief Executive Officer | Defined Consolidated Adjusted EBITDA | 45% | 53.6% | $383,204 | | | Defined Consolidated Revenue | 20% | 79.2% | $251,450 | | | Defined Adjusted Diluted Earnings per Share | 20% | 0% | $0 | | | Strategic Individual Objectives | 10% | 100% | $158,738 | | | Diversity, Equity and Inclusion Objectives | 5% | 130% | $103,179 | | | | Total | 56.5% | $896,571 | | Todd M. Cello, EVP, Chief Financial Officer | Defined Consolidated Adjusted EBITDA | 45% | 53.6% | $176,058 | | | Defined Consolidated Revenue | 20% | 79.2% | $115,526 | | | Defined Adjusted Diluted Earnings per Share | 20% | 0% | $0 | | | Strategic Individual Objectives | 10% | 100% | $72,930 | | | Diversity, Equity and Inclusion Objectives | 5% | 130% | $47,405 | | | | Total | 56.5% | $411,919 | | Venkat Achanta, EVP, Chief Technology, Data & Analytics Officer | Defined Consolidated Adjusted EBITDA | 45% | 53.6% | $168,985 | | | Defined Consolidated Revenue | 20% | 79.2% | $110,885 | | | Defined Adjusted Diluted Earnings per Share | 20% | 0% | $0 | | | Strategic Individual Objectives | 10% | 110% | $77,000 | | | Diversity, Equity and Inclusion Objectives | 5% | 130% | $45,500 | | | | Total | 57.5% | $402,369 | | Steven M. Chaouki, President, U.S. Markets and Consumer Interactive | Defined Consolidated Adjusted EBITDA | 20% | 53.6% | $76,607 | | | Defined Adjusted Diluted Earnings per Share | 20% | 0% | $0 | | | Defined U.S. Markets and Consumer Interactive Adjusted EBITDA | 25% | 0% | $0 | | | Defined U.S. Markets and Consumer Interactive Revenue | 20% | 53.9% | $76,905 | | | Strategic Individual Objectives | 10% | 100% | $71,400 | | | Diversity, Equity and Inclusion Objectives | 5% | 130% | $46,410 | | | | Total | 38% | $271,321 | | Timothy J. Martin, EVP, Chief Global Solutions Officer | Defined Consolidated Adjusted EBITDA | 45% | 53.6% | $147,741 | | | Defined Consolidated Revenue | 20% | 79.2% | $96,945 | | | Defined Adjusted Diluted Earnings per Share | 20% | 0% | $0 | | | Strategic Individual Objectives | 10% | 100% | $61,200 | | | Diversity, Equity and Inclusion Objectives | 5% | 130% | $39,780 | | | | Total | 56.5% | $345,666 |

  62. Annual Incentive Plan

    For the Strategic Individual Objectives, the Board (for the CEO) and the CEO (for the remaining NEOs) evaluated each of the NEOs in conjunction with such NEO’s self-evaluation, with the Compensation Committee approving the final performance. In 2023, Mr. Achanta earned a 110% payout on his Strategic Individual Objectives. All of our other NEOs, including our CEO, earned a 100% payout on their Strategic Individual Objectives. Despite market headwinds, Mr. Cartwright delivered solid revenue growth across many of our geographies and also implemented two key transformation initiatives to optimize our operating model and advance our market-leading technology. Mr. Cello delivered the migration and integration of all financial applications for the acquisitions of Neustar, Sontiq, Inc. and Argus Information and Advisory Services, Inc. and Commerce Signals, Inc., in addition to developing management reporting capabilities to enable global product reporting and planning. Mr. Achanta has been critical in identifying ways to streamline and enhance the global operating model by delivering a substantial number of initiatives that we expect will position our Company for success in the coming years, including the development of state-of-the-art-technology which integrates our products onto one platform, branded OneTru. Despite continued market headwinds, Mr. Chaouki laid the foundation for future growth by exceeding key pipeline metrics. Mr. Martin expanded and scaled a variety of our solutions, such as TruVision and TruContact Trusted Call Solutions, across various markets. The Company also achieved our Operational Standards and Risk Management Objectives, therefore, no modification was made to each NEO’s final Strategic Individual Objectives. In 2023, 5% of our NEOs’ annual incentives were based on certain Diversity, Equity and Inclusion Objectives, with a possible payout between 0%-200% for this portion of the annual incentive subject to changes in the Company’s year-over-year representation of underrepresented groups in director and above positions within the United States and the year-over-year representation of women at the director level or above, globally. In 2023, the Company achieved a year-over-year increase for both objectives, which resulted in an above target (130%) payout for this metric. 2024 Annual Incentive Plan In 2024, the weightings of the financial metrics in the annual incentive plan for our NEOs, other than Mr. Chaouki, will be as follows: Consolidated Adjusted EBITDA – 35%, Consolidated Revenue – 35%, Adjusted Diluted EPS – 20%, and Strategic Individual Objectives – 10%. The weightings of the financial metrics in the 2024 annual incentive plan for Mr. Chaouki will be as follows: Consolidated Adjusted EBITDA - 20%, Adjusted Diluted EPS - 20%, Defined U.S. Markets and Consumer Interactive Adjusted EBITDA - 15%, Defined U.S. Markets and Consumer Interactive Adjusted Revenue - 35%, and Strategic Individual Objectives - 10%. Beginning in 2024, each of our NEOs’ Strategic Individual Objectives, in addition to functional objectives, will incorporate the Diversity, Equity, and Inclusion objectives that will continue to measure, in accordance with applicable legal frameworks, our progress against the year-over-year growth in representation of underrepresented groups in director level and above positions within the United States, as well as measuring the year-over-year growth in representation of women at the director level and above globally. The Operational Standards and Risk Management Objectives will continue to measure multiple metrics across our organization that are critical to effectively managing our business. This modifier will apply to each NEO’s Strategic Individual Objectives.

  63. Long-Term Incentive Plan

    Long-Term Incentive Plan 2023 Annual LTI Grants Our NEOs receive annual LTI grants, which are linked directly to the creation of stockholder value over a multi-year term. In 2023, 77% of the target total compensation opportunity provided to our CEO and 62% of the target total compensation opportunity provided to all other NEOs was equity-based and directly correlated to the Compensation Committee’s view that there should be a strong connection between an NEO’s rewards and stockholder value creation. As noted previously, 50% of the 2023 target LTI grant value was delivered in the form of time-vested RSUs that vest ratably over a 42-month period where 33% vests on each of August 28, 2024 and August 28, 2025, and 34% vests on August 28, 2026. The remaining 50% of the 2023 target LTI grant value was delivered in the form of PSUs that vest following a three-year performance period starting January 1, 2023 and ending December 31, 2025. When dividends are paid on our common stock, unvested RSUs accrue dividend equivalents that are paid out in cash based on the number of shares that vest. Similarly, for PSUs, dividend equivalents accrue during the performance period and are paid out in cash based on the number of shares that vest as a result of actual Company performance. The PSU grants made in 2023 have the following three performance components and weightings with the actual payout ranging between 0% and 200% of target for each performance component depending on actual Company performance:

  64. Long-Term Incentive Plan

    | Performance Component | Weighting | | Cumulative Adjusted EBITDA(1) | 30% | | Cumulative Revenue(1) | 20% | | Relative TSR against the companies in the Commercial and Professional Services industry classification within the Russell 3000 Index (the “Relative TSR Peer Group”) | 50% |

  65. Long-Term Incentive Plan

    | (1) Cumulative Adjusted EBITDA is calculated using the definition of Adjusted EBITDA disclosed in our 2023 Annual Report on Form 10-K, adjusted to be on an organic, constant currency basis. Cumulative Revenue is calculated based on revenue reported in our 2023 Annual Report on Form 10-K, adjusted to be on an organic, constant currency basis. |

  66. Long-Term Incentive Plan

    Additionally, if our actual Total Stockholder Return (“TSR”) during the performance period is negative, then the maximum payout for the Relative TSR performance component is 100%, regardless of actual performance against the Relative TSR Peer Group. The Compensation Committee sets our financial performance targets for the Cumulative Adjusted EBITDA and Cumulative Revenue components taking into consideration our long-term strategic plan. We do not publicly disclose specific financial performance targets on a prospective basis. Prospectively disclosing these specific targets would provide competitors and others with insights into our confidential planning process and strategies and potentially harm us competitively. We design our financial performance targets to be challenging. There is a risk we will not achieve threshold or target performance resulting in either no shares or shares awarded below target. The performance components in our PSUs granted in 2023 are Cumulative Adjusted EBITDA and Cumulative Revenue, which differ from the Defined Consolidated Adjusted EBITDA and Defined Consolidated Revenue financial components in our 2023 annual incentive plan. Each are independent financial components intended to drive different behavior. The performance targets for the annual incentive financial components are based on our annual internal operating targets and designed to incentivize our annual performance, while the performance targets for the PSU components are based on our long-term strategic plan and designed to incentivize long-term performance. To determine the 2023 target LTI grant value for each NEO, the Compensation Committee considered target total compensation data from our Custom Comparator Group for comparable executive positions, the strategic direction of the Company and business units, and the NEO’s scope of authority and responsibility. The target number of restricted stock units (both RSUs and PSUs) granted to each NEO was determined by dividing the target grant value by the closing stock price on the date of grant and rounding down to the nearest whole share. The aggregate grant date fair values of these RSUs and PSUs are reported in the “Summary Compensation Table—2023” in accordance with FASB ASC Topic 718. The table below reflects the 2023 target LTI grant value for each NEO with respect to the annual LTI grant made on February 28, 2023.

  67. Long-Term Incentive Plan

    | Named Executive Officer | Target Annual LTI Grant Value | | Christopher A. Cartwright | $9,000,000 | | Todd M. Cello | $2,500,000 | | Venkat Achanta(1) | $2,200,000 | | Steven M. Chaouki | $2,200,000 | | Timothy J. Martin | $1,800,000 |

  68. Long-Term Incentive Plan

    | (1) Mr. Achanta’s target annual LTI grant value was subsequently increased from $2,200,000 to $2,500,000, effective as of June 30, 2023, as noted above in “2023 Executive Compensation Program–Base Salary.” As a result, Mr. Achanta received an additional LTI grant on June 30, 2023, as described below in “2023 Executive Compensation Program—Long-Term Incentive Plan— One-Time Equity Grant to Mr. Achanta.” |

  69. Long-Term Incentive Plan

    2021 PSU Performance In January 2024, the Compensation Committee certified the results for the 2021 PSUs, which vested on February 16, 2024. The 2021 PSUs were tied to Cumulative Adjusted EBITDA, Cumulative Revenue and our Relative TSR against the Relative TSR Peer Group. In February 2024, management of the Company identified an accounting adjustment to the Company’s Adjusted EBITDA (the “revision”), which impacted financial measures upon which the vesting of the 2021 PSUs was based. The revision constituted a “restatement” within the meaning of the Clawback Policy (as defined below). In accordance with the Clawback Policy, the Compensation Committee analyzed the impact of the revision on the Company’s achievement of the performance components of the 2021 PSUs and determined that the revision had no impact on the achievement of such performance components and that no recovery was required under the Clawback Policy. The chart below details the applicable performance measures, weightings, targets and the certified performance achievement as a percentage of target. The payout for performance between percentages is interpolated on a straight-line basis and performance below threshold results in a 0% payout for that performance measure. The Compensation Committee did not exercise any discretion to adjust the final performance achievement for the 2021 PSUs.

  70. Long-Term Incentive Plan

    | Performance Measure* | Weighting | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual | Achievement | | Cumulative Adjusted EBITDA(1) | 30% | $3,041.6 | $3,224.1 | $3,413.8 | $3,475.7 | 200% | | Cumulative Revenue(1) | 20% | $8,034.2 | $8,353.4 | $8,681.0 | $8,832.8 | 200% | | Relative TSR | 50% | 25th Percentile | 50th Percentile | 80th Percentile and above | 14th Percentile | 0% | | | | | | Total Weighted Payout | | 100% |

  71. Long-Term Incentive Plan

    | * Amounts reflect millions. |

  72. Long-Term Incentive Plan

    | (1) Cumulative Adjusted EBITDA is calculated using the definition of Adjusted EBITDA disclosed in our 2023 Annual Report on Form 10-K, adjusted to be on an organic, constant currency basis. Cumulative Revenue is calculated based on revenue reported in our 2023 Annual Report on Form 10-K, adjusted to be on an organic, constant currency basis. |

  73. Long-Term Incentive Plan

    The following table illustrates the final results for each NEO’s 2021 PSUs. Mr. Achanta did not receive an annual PSU grant in 2021, as he started at the Company in December 2021, following the acquisition of Neustar.

  74. Long-Term Incentive Plan

    | | | | Actual Performance(1) | | | Named Executive Officer | Performance Metric(2) | # of Target PSUs | Payout % | # of Shares Earned | | Christopher A. Cartwright | Cumulative Adjusted EBITDA | 12,602 | 200% | 25,204 | | | Cumulative Revenue | 8,401 | 200% | 16,802 | | | Relative TSR | 21,004 | 0% | 0 | | | Total | 42,007 | 100% | 42,006 | | Todd M. Cello | Cumulative Adjusted EBITDA | 3,360 | 200% | 6,720 | | | Cumulative Revenue | 2,240 | 200% | 4,480 | | | Relative TSR | 5,601 | 0% | 0 | | | Total | 11,201 | 100% | 11,200 | | Steven M. Chaouki | Cumulative Adjusted EBITDA | 2,520 | 200% | 5,040 | | | Cumulative Revenue | 1,680 | 200% | 3,360 | | | Relative TSR | 4,201 | 0% | 0 | | | Total | 8,401 | 100% | 8,400 | | Timothy J. Martin | Cumulative Adjusted EBITDA | 1,680 | 200% | 3,360 | | | Cumulative Revenue | 1,120 | 200% | 2,240 | | | Relative TSR | 2,800 | 0% | 0 | | | Total | 5,600 | 100% | 5,600 |

  75. Long-Term Incentive Plan

    | (1) The PSUs vested on February 16, 2024 and, therefore, are reported in the “Outstanding Equity Awards at Fiscal Year-End Table—2023” for 2023. |

  76. Long-Term Incentive Plan

    | (2) Cumulative Adjusted EBITDA is calculated using the definition of Adjusted EBITDA disclosed in our 2023 Annual Report on Form 10-K, adjusted to be on an organic, constant currency basis. Cumulative Revenue is calculated based on revenue reported in our 2023 Annual Report on Form 10-K, adjusted to be on an organic, constant currency basis. |

  77. Long-Term Incentive Plan

    One-Time Special PSU Awards On May 24, 2023, the Compensation Committee approved the grant of the Special PSU Awards to our NEOs. The Special PSU Awards were granted effective as of June 1, 2023, with the following target grant values: Mr. Cartwright—$3,600,000; Mr. Cello—$2,500,000; Mr. Achanta—$2,500,000; Mr. Chaouki—$2,200,000; and Mr. Martin—$1,800,000. The Special PSU Awards are intended to incentivize performance and further enhance the NEOs’ focus on long-term stockholder value creation while further aligning the NEOs’ interests to those of our stockholders and creating long-term retention. The Special PSU Awards consist entirely of PSUs, which will be eligible to vest based on the Company’s Relative TSR achievement compared to the Relative TSR Peer Group over a three-year performance period, commencing on May 1, 2023 and ending on April 30, 2026 (the “Special PSU Award Performance Period”).

  78. Long-Term Incentive Plan

    | Relative TSR Percentile Rank | Relative TSR Payout Percentage (Percent of Target Grant Value) | | 80th Percentile and above | 200% | | 50th Percentile | 100% | | 25th Percentile | 50% | | Between 0 Percentile to 24.99th Percentile | 1% to 49% | | Between 25th Percentile and up to 49.99th Percentile and less than negative 10% stock price growth percentage | 0% | | Less than 25th Percentile and less than or equal to 0% stock price growth percentage has context menu | 0% |

  79. Long-Term Incentive Plan

    The payout of the Special PSU Awards will also be subject to an additional multiplier based on the absolute stock price growth percentage of the Company’s common stock during the Special PSU Award Performance Period, as further described below.

  80. Long-Term Incentive Plan

    | Absolute Stock Price Growth Percentage | Absolute Stock Price Growth Multiplier | | 40% | 1.25x (cap) | | 25% | 1.10x | | Up to 10% | 1.00x |

  81. Long-Term Incentive Plan

    Each of the Relative TSR payout percentage and the absolute stock price growth multiplier will be determined using linear interpolation if actual performance falls between any two levels. In addition, if actual TSR during the Special PSU Award Performance Period is negative, then the maximum payout for the Relative TSR performance component will be 100%, regardless of actual performance against the Relative TSR Peer Group. The target number of PSUs granted to each NEO pursuant to the Special PSU Awards was determined by dividing the target grant value by the closing stock price on the date of grant and rounding down to the nearest whole share. One-Time Equity Grant to Mr. Achanta Effective on July 1, 2023, Mr. Achanta’s role was expanded to include the responsibilities of Mr. Dhar, our former EVP, Chief Information & Technology Officer. On May 24, 2023, the Compensation Committee approved a one-time equity award to Mr. Achanta with a dollar-denominated value of $300,000, effective as of June 30, 2023, consisting of 50% RSUs and 50% PSUs. The RSUs will vest ratably over a 38-month period, with 33% vesting on each of August 28, 2024 and August 28, 2025, and 34% vesting on August 28, 2026. The PSUs granted to Mr. Achanta have the same performance period and performance components and weightings as the PSUs granted as part of the annual LTI grant made to our other NEOs on February 28, 2023. The PSUs will vest, to the extent the applicable performance components are satisfied, on February 28, 2026, subject to Mr. Achanta’s continued service as of such date. 2024 Annual LTI Grants Beginning with the 2024 annual LTI grants, the PSUs will be eligible to vest based on the following metrics and weightings over a three-year performance period, commencing on January 1, 2024 and ending on December 31, 2026: (1) the Company’s Relative TSR achievement compared to the Relative TSR Peer Group (50% weighting), (2) Cumulative Revenue (20% weighting); and (3) Cumulative Adjusted Diluted Earnings Per Share (30% weighting). Consistent with the 2023 annual LTI grants, 50% of the target LTI grant value will be delivered in the form of PSUs, as described above, and the remaining 50% of the 2024 annual LTI grant will continue to be delivered in time-vested RSUs that vest ratably over a 42-month period where 33% vests on each of August 28, 2025 and August 28, 2026, and 34% vests on August 28, 2027.

  82. CEO Employment Agreement and Severance Agreements

    CEO Employment Agreement and Severance Agreements Upon his promotion to CEO, we entered into an employment agreement with Mr. Cartwright (the “Cartwright Employment Agreement”), which is summarized under “Executive Compensation—Payments upon Termination and Change in Control—2023” and the accompanying narrative. We have also entered into a Severance and Restrictive Covenant Agreement (the “Severance Agreement”) with each of the other NEOs. The Severance Agreements are designed to maximize retention and are summarized under “Executive Compensation—Payments upon Termination and Change in Control—2023” and the accompanying narrative.

  83. Summary Compensation Table — 2023

    Summary Compensation Table — 2023

  84. Summary Compensation Table — 2023

    | Name/Principal Position | Year | Salary ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3)(4) ($) | Total(4) ($) | | Christopher A. Cartwright President & Chief Executive Officer | 2023 | 1,055,058 | 16,464,022 | 896,571 | 106,205 | 18,521,855 | | | 2022 | 1,031,731 | 8,602,920 | 743,943 | 93,802 | 10,472,396 | | | 2021 | 991,346 | 7,737,485 | 2,962,500 | 79,357 | 11,770,688 | | Todd M. Cello EVP, Chief Financial Officer | 2023 | 661,000 | 7,239,658 | 411,919 | 62,583 | 8,375,159 | | | 2022 | 650,000 | 2,404,989 | 341,796 | 100,785 | 3,497,570 | | | 2021 | 650,000 | 3,063,230 | 1,394,250 | 83,096 | 5,190,576 | | Venkat Achanta(5) EVP, Chief Technology, Data & Analytics Officer | 2023 | 646,154 | 7,243,525 | 402,369 | 71,193 | 8,363,241 | | | 2022 | 575,000 | 1,893,198 | 274,871 | 28,648 | 2,771,717 | | Steven M. Chaouki President, U.S. Markets and Consumer Interactive | 2023 | 711,846 | 6,370,929 | 271,321 | 73,062 | 7,427,159 | | | 2022 | 696,154 | 2,046,784 | 177,500 | 131,535 | 3,051,973 | | | 2021 | 649,038 | 1,547,428 | 1,316,250 | 80,111 | 3,592,827 | | Timothy J. Martin(5) EVP, Chief Global Solutions Officer | 2023 | 610,154 | 5,212,561 | 345,666 | 58,256 | 6,226,637 | | | 2022 | 600,000 | 1,432,731 | 286,821 | 84,392 | 2,403,944 | | | 2021 | 548,077 | 1,531,503 | 1,155,000 | 52,879 | 3,287,459 |

  85. Summary Compensation Table — 2023

    | (1) The amounts shown in this column represent the aggregate grant date fair value of RSUs and PSUs granted to the NEOs calculated in accordance with FASB ASC Topic 718. For 2023 RSUs, assumptions used in the calculation of these amounts are included in Note 19, “Stock-Based Compensation,” of the consolidated financial statements in our 2023 Annual Report on Form 10-K. For PSUs based on Cumulative Adjusted EBITDA and Cumulative Revenue, the amounts are based on target performance, which is the probable outcome under FASB ASC Topic 718, and our stock price as of the grant date. For PSUs based on Relative TSR, the amounts are based on the fair value as of the grant date as determined using a risk-neutral Monte Carlo model. For the 2023 PSUs, assumptions used in the calculation of grant date fair value for the PSUs based on Relative TSR include: (i) a remaining term of 2.84 years; (ii) a risk-free rate of 4.51%; (iii) an expected dividend yield of 0%; (iv) the historical stock price volatility for the Company and our peers ranging between 19.96% and 81.64% and (v) the Company’s dividend adjusted stock price on the date of grant of $65.43. For the 2023 Special PSU Awards, assumptions used in the calculation of grant date fair value for the PSUs based on Relative TSR include: (i) a remaining term of 2.91 years; (ii) a risk-free rate of 3.97%; (iii) an expected dividend yield of 0%; (iv) the historical stock price volatility for the Company and our peers ranging between 18.65% and 79.45% and (v) the Company’s dividend adjusted stock price on the date of grant of $72.81. The table below illustrates the grant date fair value of the PSUs based on Cumulative Adjusted EBITDA and Cumulative Revenue assuming a maximum performance of 200%, and the grant date fair value of the PSUs based on Relative TSR at a target performance of 100% for each NEO. The Special PSU Awards, which for purposes of FASB ASC Topic 718 include only market conditions and not performance conditions, are not included in the table below. |

  86. Summary Compensation Table — 2023

    | Name | Performance Period | PSU Value Assuming Cumulative Adjusted EBITDA and Cumulative Revenue at Maximum Performance (and Relative TSR at Target Performance) ($) | | Christopher A. Cartwright | 2023 – 2025 | 7,814,542 | | | 2022 – 2024 | 6,501,371 | | | 2021 – 2023 | 5,862,458 | | Todd M. Cello | 2023 – 2025 | 2,170,692 | | | 2022 – 2024 | 1,817,490 | | | 2021 – 2023 | 1,563,173 |

  87. Summary Compensation Table — 2023

    | Name | Performance Period | PSU Value Assuming Cumulative Adjusted EBITDA and Cumulative Revenue at Maximum Performance (and Relative TSR at Target Performance) ($) | | Venkat Achanta | 2023 – 2025 | 2,174,437 | | | 2022 – 2024 | 1,430,652 | | Steven M. Chaouki | 2023 – 2025 | 1,910,132 | | | 2022 – 2024 | 1,546,788 | | | 2021 – 2023 | 1,172,405 | | Timothy J. Martin | 2023 – 2025 | 1,562,894 | | | 2022 – 2024 | 1,082,625 | | | 2021 – 2023 | 781,536 |

  88. Summary Compensation Table — 2023

    | (2) The amounts shown in this column represent amounts earned under the annual incentive plan for the year shown and are paid in March of the following year. |

  89. Summary Compensation Table — 2023

    | (3) Information regarding the amounts shown in this column can be found in the “Detailed Analysis of ‘All Other Compensation’ Column” table below. |

  90. Summary Compensation Table — 2023

    | (4) Amounts reported in the “All Other Compensation” and “Total” columns for 2021 and 2022 have been adjusted to reflect (i) Company matching contributions to the Supplemental Plan for 2021 and 2022 and (ii) Company discretionary contributions to the Supplemental Plan for 2021, in each case, which were incorrectly reflected in prior years’ compensation disclosures. |

  91. Summary Compensation Table — 2023

    | (5) Mr. Achanta was not an NEO in 2021. Mr. Martin was not an NEO in 2022 but was an NEO in 2021. |

  92. Grants of Plan-Based Awards — 2023

    Grants of Plan-Based Awards — 2023

  93. Grants of Plan-Based Awards — 2023

    | Name/Award Type | Grant Date | Compensation Committee Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Christopher A. Cartwright | | | | | | | | | | | | 2023 Annual Incentive | — | — | 793,688 | 1,587,375 | 3,174,750 | — | — | — | — | — | | 2023 RSUs | 2/28/2023 | 2/26/2023 | — | — | — | — | — | — | 68,776 | 4,500,014 | | 2023 PSUs | 2/28/2023 | 2/26/2023 | — | — | — | 34,387 | 68,775 | 137,500 | — | 5,564,601 | | 2023 Special PSU Award | 6/1/2023 | 5/24/2023 | — | — | — | 24,721 | 49,443 | 123,607 | — | 6,399,407 | | Todd M. Cello | | | | | | | | | | | | 2023 Annual Incentive | — | — | 364,650 | 729,300 | 1,458,600 | — | — | — | — | — | | 2023 RSUs | 2/28/2023 | 2/26/2023 | — | — | — | — | — | — | 19,104 | 1,249,975 | | 2023 PSUs | 2/28/2023 | 2/26/2023 | — | — | — | 9,551 | 19,104 | 38,208 | — | 1,545,704 | | 2023 Special PSU Award | 6/1/2023 | 5/24/2023 | — | — | — | 17,167 | 34,335 | 85,837 | — | 4,443,979 | | Venkat Achanta | | | | | | | | | | | | 2023 Annual Incentive | — | — | 350,000 | 700,000 | 1,400,000 | — | — | — | — | — | | 2023 RSUs | 2/28/2023 | 2/26/2023 | — | — | — | — | — | — | 16,812 | 1,100,009 | | 2023 RSUs | 6/30/2023 | 5/24/2023 | — | — | — | — | — | — | 1,915 | 150,002 | | 2023 PSUs | 2/28/2023 | 2/26/2023 | — | — | — | 8,405 | 16,811 | 33,622 | — | 1,360,193 | | 2023 PSUs | 6/30/2023 | 5/24/2023 | — | — | — | 956 | 1,914 | 3,828 | — | 189,342 | | 2023 Special PSU Award | 6/1/2023 | 5/24/2023 | — | — | — | 17,167 | 34,335 | 85,837 | — | 4,443,979 | | Steven M. Chaouki | | | | | | | | | | | | 2023 Annual Incentive | — | — | 357,000 | 714,000 | 1,428,000 | — | — | — | — | — | | 2023 RSUs | 2/28/2023 | 2/26/2023 | — | — | — | — | — | — | 16,812 | 1,100,009 | | 2023 PSUs | 2/28/2023 | 2/26/2023 | — | — | — | 8,405 | 16,811 | 33,622 | — | 1,360,193 | | 2023 Special PSU Award | 6/1/2023 | 5/24/2023 | — | — | — | 15,107 | 30,215 | 75,537 | — | 3,910,727 | | Timothy J. Martin | | | | | | | | | | | | 2023 Annual Incentive | — | — | 306,000 | 612,000 | 1,224,000 | — | — | — | — | — | | 2023 RSUs | 2/28/2023 | 2/26/2023 | — | — | — | — | — | — | 13,755 | 899,990 | | 2023 PSUs | 2/28/2023 | 2/26/2023 | — | — | — | 6,877 | 13,755 | 27,510 | — | 1,112,932 | | 2023 Special PSU Award | 6/1/2023 | 5/24/2023 | — | — | — | 12,360 | 24,721 | 61,802 | — | 3,199,639 |

  94. Grants of Plan-Based Awards — 2023

    | (1) Reflects target and maximum payment opportunities for the twelve months ended December 31, 2023 under our 2023 annual incentive plan. The threshold amount reflects a 50% payout of the target incentive opportunity, which is payable only if the applicable financial and/or individual performance goals are achieved at threshold levels. The target amount reflects a 100% payout of the target incentive opportunity if both financial and individual performance are at target levels. The maximum amount reflects a 200% payout of the target incentive opportunity, if both financial and individual performance are at maximum levels. The actual amounts paid in March 2024 under our 2023 annual incentive plan are disclosed in the “2023 Summary Compensation Table” under the “Non–Equity Incentive Plan Compensation” column. |

  95. Grants of Plan-Based Awards — 2023

    | (2) Reflects PSUs granted during 2023 under our Amended 2015 Plan. When dividends are paid on our common stock, PSUs accrue dividend equivalents during the performance period that are paid out in cash based on the number of shares that vest as a result of actual Company performance. The performance components and vesting provisions for the PSUs are described above in the section titled “2023 Executive Compensation Program—Long-Term Incentive Plan.” |

  96. Grants of Plan-Based Awards — 2023

    | (3) Reflects RSUs granted during 2023 under our Amended 2015 Plan. When dividends are paid on our common stock, unvested RSUs accrue dividend equivalents that are paid out in cash based on the number shares that vest. The vesting provisions for the RSUs are described above in the section titled “2023 Executive Compensation Program—Long-Term Incentive Plan.” |

  97. Grants of Plan-Based Awards — 2023

    | (4) The amounts shown in this column represent the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718. For 2023 RSUs, assumptions used in the calculation of these amounts are included in Note 19, “Stock-Based Compensation,” of the consolidated financial statements in our 2023 Annual Report on Form 10-K. For PSUs based on Cumulative Adjusted EBITDA and Cumulative Revenue, the amounts are based on target performance, which is the probable outcome under FASB ASC Topic 718 and our stock price as of the grant date. For PSUs based on Relative TSR, the amounts are based on the fair value as of the grant date as determined using a risk-neutral Monte Carlo model. We provide information regarding the assumptions used to calculate the value of all PSU and RSU awards made to our NEOs in footnote (1) to the Summary Compensation Table above. |

  98. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  99. Outstanding Equity Awards at Fiscal Year-End — 2023

    Outstanding Equity Awards at Fiscal Year-End — 2023

  100. Outstanding Equity Awards at Fiscal Year-End — 2023

    | | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(2) ($) | | Christopher A. Cartwright | 6/1/2023 | — | — | 49,443 | 3,397,229 | | | 2/28/2023 | — | — | 68,775 | 4,725,530 | | | 2/28/2023 | 68,776 | 4,725,599 | — | — | | | 2/25/2022 | — | — | 23,008 | 1,580,880 | | | 2/25/2022 | 30,831 | 2,118,398 | — | — | | | 2/19/2021 | 42,006(4) | 2,886,232 | — | — | | | 2/19/2021 | 14,283 | 981,385 | — | — | | Todd M. Cello | 6/1/2023 | — | — | 34,335 | 2,359,158 | | | 2/28/2023 | — | — | 19,104 | 1,312,636 | | | 2/28/2023 | 19,104 | 1,312,636 | — | — | | | 2/25/2022 | — | — | 6,431 | 441,874 | | | 2/25/2022 | 8,619 | 592,211 | — | — | | | 9/1/2021 | 8,155 | 560,330 | — | — | | | 2/19/2021 | 11,200(4) | 769,552 | — | — | | | 2/19/2021 | 3,809 | 261,716 | — | — | | Venkat Achanta | 6/30/2023 | — | — | 1,914 | 131,511 | | | 6/30/2023 | 1,915 | 131,580 | — | — | | | 6/1/2023 | — | — | 34,335 | 2,359,158 | | | 2/28/2023 | — | — | 16,811 | 1,155,084 | | | 2/28/2023 | 16,812 | 1,155,153 | — | — | | | 2/25/2022 | — | — | 5,062 | 347,810 | | | 2/25/2022 | 6,786 | 466,266 | — | — | | Steven M. Chaouki | 6/1/2023 | — | — | 30,215 | 2,076,073 | | | 2/28/2023 | — | — | 16,811 | 1,155,084 | | | 2/28/2023 | 16,812 | 1,155,153 | — | — | | | 2/25/2022 | — | — | 5,474 | 376,119 | | | 2/25/2022 | 7,336 | 504,057 | — | — | | | 2/19/2021 | 8,400(4) | 577,164 | — | — | | | 2/19/2021 | 2,857 | 196,304 | — | — | | Timothy J. Martin | 6/1/2023 | — | — | 24,721 | 1,698,580 | | | 2/28/2023 | — | — | 13,755 | 945,106 | | | 2/28/2023 | 13,755 | 945,106 | — | — | | | 2/25/2022 | — | — | 3,831 | 263,228 | | | 2/25/2022 | 5,135 | 352,826 | — | — | | | 2/19/2021 | 5,600(4) | 384,776 | — | — | | | 2/19/2021 | 1,905 | 130,893 | — | — |

  101. Outstanding Equity Awards at Fiscal Year-End — 2023

    | (1) RSUs granted on February 19, 2021 vested on February 16, 2024. RSUs granted to Mr. Cello on September 1, 2021, vest on September 1, 2024. RSUs granted to Mr. Achanta on December 1, 2021, vested on December 1, 2023. RSUs granted on February 25, 2022 vest ratably over a 42-month period, where 33% vest on August 25, 2023, 33% vest on August 25, 2024 and 34% vest on August 25, 2025. RSUs granted on February 28, 2023 and June 30, 2023 vest ratably over a 42-month period and a 38-month period, respectively, where 33% vest on August 28, 2024, 33% vest on August 28, 2025 and 34% vest on August 28, 2026. |

  102. Outstanding Equity Awards at Fiscal Year-End — 2023

    | (2) The market value was determined based on the closing share price of $68.71 on December 29, 2023. |

  103. Outstanding Equity Awards at Fiscal Year-End — 2023

    | (3) In accordance with SEC disclosure rules, amounts in this column represent the PSUs granted during 2022 at threshold performance levels and the PSUs granted during 2023 at the target performance levels, based on the closing share price of $68.71 on December 29, 2023. The final number of shares earned is based on actual Company performance, as determined by the Compensation Committee, |

  104. Outstanding Equity Awards at Fiscal Year-End — 2023

    | during the three-year performance period ending on December 31, 2024 for PSUs granted in 2022, December 31, 2025 for PSUs granted on February 28, 2023, and April 30, 2026 for PSUs granted on June 1, 2023. Additionally, the NEOs must be employed by the Company as of February 25, 2025 to be eligible to earn PSUs granted on February 25, 2022, as of February 28, 2026 for PSUs granted on February 28, 2023, and as of April 30, 2026 for PSUs granted on June 1, 2023. |

  105. Outstanding Equity Awards at Fiscal Year-End — 2023

    | (4) Reflects PSUs awarded in February 2021 tied to Cumulative Adjusted EBITDA, Cumulative Revenue and Relative TSR against the Relative TSR Peer Group for the performance period of January 1, 2021 to December 31, 2023, which vested on February 16, 2024. The value shown reflects actual performance results whereby 100% of target PSUs were earned. |

  106. Options Exercised and Stock Vested — 2023

    Options Exercised and Stock Vested — 2023 The following table sets forth information regarding vesting of stock awards by the NEOs during 2023. None of the NEOs exercised any stock options in 2023.

  107. Options Exercised and Stock Vested — 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Christopher A. Cartwright | 53,025 | 3,749,804 | | Todd M. Cello | 15,933 | 1,121,324 | | Venkat Achanta | 10,196 | 677,948 | | Steven M. Chaouki | 11,579 | 821,836 | | Timothy J. Martin | 11,250 | 843,965 |

  108. Options Exercised and Stock Vested — 2023

    | (1) Represents the value of vested RSUs and PSUs, calculated by multiplying (1) the number of vested RSUs or PSUs, as applicable, by (2) the closing price on the vesting date or, if the vesting date is not a trading day, the previous trading day. Amounts also include accrued dividend equivalents during the vesting period for RSUs and PSUs with the dividend equivalents for the PSUs based on the actual number of shares earned for the 2020-2022 performance period. |

  109. Nonqualified Deferred Compensation — 2023

    Nonqualified Deferred Compensation — 2023

  110. Nonqualified Deferred Compensation — 2023

    | Name | Executive Contributions in 2023(1) ($) | Registrant Contributions in 2023(2) ($) | Aggregate Earnings in 2023(3) ($) | Aggregate Balance at December 31, 2023(4) ($) | | Christopher A. Cartwright | 44,732 | 28,970 | 190,596 | 1,410,541 | | Todd M. Cello | 33,615 | 17,692 | 106,957 | 703,748 | | Venkat Achanta | 44,894 | 12,454 | 4,349 | 61,697 | | Steven M. Chaouki | 36,815 | 22,352 | 85,699 | 556,499 | | Timothy J. Martin | 28,326 | 13,153 | 13,698 | 321,147 |

  111. Nonqualified Deferred Compensation — 2023

    | (1) Includes amounts reported in the “Salary” columns for 2023 and, if applicable, in the “Non-Equity Incentive Plan Compensation” column for 2023 in the Summary Compensation Table above. Amounts contributed in 2023 attributable to base salary and the annual incentive are detailed below. |

  112. Nonqualified Deferred Compensation — 2023

    | Name | Base Salary ($) | Annual Incentive ($) | | Christopher A. Cartwright | 44,732 | — | | Todd M. Cello | 28,025 | 5,590 | | Venkat Achanta | 44,894 | — | | Steven M. Chaouki | 27,940 | 8,875 | | Timothy J. Martin | 25,869 | 2,456 |

  113. Nonqualified Deferred Compensation — 2023

    | (2) Amounts reported in this column are reflected in the “All Other Compensation” column in the Summary Compensation Table above for 2023. |

  114. Nonqualified Deferred Compensation — 2023

    | (3) Amounts reported in this column do not constitute above-market or preferential earnings and, therefore, are not reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table for 2023. Each NEO self-directs the investment of the Supplemental Plan account balance into one or more of the available investment funds described below. |

  115. Nonqualified Deferred Compensation — 2023

    | (4) The aggregate balance includes amounts previously reported as compensation for our NEOs in the Summary Compensation Table for prior years for each NEO except Mr. Achanta for whom no amount has previously been reported as compensation in the Summary Compensation Table. These amounts include the following for our other NEOs: Mr. Cartwright- $711,926; Mr. Cello- $257,380; Mr. Chaouki- $252,921; and Mr. Martin- $105,494. |

  116. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan The Supplemental Plan is a nonqualified tax deferred compensation program for a limited number of executives, including the NEOs. The Supplemental Plan provides a favorable tax vehicle for deferring cash compensation (i.e., salary and annual incentive payments). Under the terms of the Supplemental Plan, participants are able to defer up to 100% of cash compensation received. Deferred amounts are self-directed into one or more of the available investment funds described below and are credited with gains or losses of the various funds selected by the participant. The Supplemental Plan does not offer any above-market rate of return. Upon termination of employment, deferred amounts are paid, at the participant’s election, in a lump sum or annual installments over a period of either five or ten years. Participants are not permitted to take loans under the terms of the Supplemental Plan. On a discretionary basis, we contribute a match equal to 100% of the first 3% and 50% on the next 2% of the participant’s contributions, which mirrors the 401(k) Plan. The table below lists the available investment options under the Supplemental Plan and their annual rate of return for the 2023 calendar year.

  117. Nonqualified Deferred Compensation Plan

    | Name of Fund | Annual Return (%) | | Aberdeen Emerging Markets Fund Institutional Class | 6.65 | | Columbia Contrarian Core Fund Class I3 | 32.21 | | Vanguard Institutional Index Fund Institutional Class | 26.24 | | Vanguard Total International Stock Index Institutional Class | 15.52 | | American EuroPacific Growth Fund R6 | 16.05 | | DFA US Small Cap Portfolio Instl Class | 17.64 | | The Hartford Mid Cap Fund Class R6 | 14.77 | | Vanguard Extend Market Index Fund Inst Class | 25.41 | | iShares Russell 2000 Small-Cap Index Fund Instl Class | 16.90 | | Metropolitan West Total Return Bond Fund | 6.07 | | Vanguard Inflation Protected Securities Fund Instl | 3.85 | | Vanguard Total Bond Market Index Fund Inst Class | 5.72 | | Vanguard Federal Money Market Investor Class | 5.09 | | Vanguard Institutional Target Retirement 2020 Fund | 12.51 | | Vanguard Institutional Target Retirement 2025 Fund | 14.55 | | Vanguard Institutional Target Retirement 2030 Fund | 15.99 | | Vanguard Institutional Target Retirement 2035 Fund | 17.14 | | Vanguard Institutional Target Retirement 2040 Fund | 18.34 | | Vanguard Institutional Target Retirement 2045 Fund | 19.48 | | Vanguard Institutional Target Retirement 2050 Fund | 20.17 | | Vanguard Institutional Target Retirement 2055 Fund | 20.16 | | Vanguard Institutional Target Retirement 2060 Fund | 20.18 | | Vanguard Institutional Target Retirement 2065 Fund | 20.15 | | Vanguard Institutional Target Retirement 2070 Fund | 20.24 | | Vanguard Institutional Target Retirement Income Fund | 10.65 |

  118. Payments upon Termination and Change in Control—2023

    Payments upon Termination and Change in Control—2023 Pursuant to the Cartwright Employment Agreement, upon an involuntary termination without Cause (as defined in the Cartwright Employment Agreement), termination following non-renewal or voluntary termination for good reason, Mr. Cartwright is entitled to certain severance payments and benefits, contingent on his execution and non-revocation of a general release of claims. Details of the payments under the Cartwright Employment Agreement upon various separation scenarios are described below. “Good reason” is defined in the Cartwright Employment Agreement as the occurrence or non-occurrence of any of the following events, without written consent:

  119. Payments upon Termination and Change in Control—2023

    | • | a material reduction in position, overall responsibilities, level of authority, title or level of reporting; |

  120. Payments upon Termination and Change in Control—2023

    | • | a material reduction in base salary compensation and annual incentive compensation opportunity, measured in the aggregate, which is not the result of a uniformly applied adjustment across all similarly-situated employees; |

  121. Payments upon Termination and Change in Control—2023

    | • | a change in location of employment by more than 50 miles from the then-current location; or |

  122. Payments upon Termination and Change in Control—2023

    | • | a material breach of any material covenant, provision or term of the Cartwright Employment Agreement. |

  123. Payments upon Termination and Change in Control—2023

    The Cartwright Employment Agreement also includes certain restrictive covenants and confidentiality provisions intended to protect our interests, including a non-compete clause for twelve months following termination, a customer non-solicitation clause for twelve months following termination and an employee non-solicitation clause for twenty-four months following termination. The table below outlines the payments under the Cartwright Employment Agreement upon various separation scenarios.

  124. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE We calculated our CEO pay ratio described below in compliance with the requirements set forth in Item 402(u) of Regulation S-K. We identified the median employee using our estimated employee population as of December 31, 2023, which included 13,410 global full-time, part-time, temporary and seasonal employees employed on that date, and applied our consistently-applied compensation measure of annual base salary and annual short-term cash incentive target in effect on December 31, 2023. Nearly all of our employees receive an annual base salary (paid on an hourly, weekly, biweekly or monthly basis) and are eligible to participate in one of our short-term incentive programs (i.e., company annual bonus or sales commission plan), which reasonably reflects the annual compensation of our employees. For employees outside the United States, we converted the annual base salary into United States dollars using the applicable exchange rates on December 31, 2023. Once we identified our median employee, we then calculated the median employee’s annual total compensation in the same manner as the NEOs found in the “Summary Compensation Table—2023” on page 79 . Our median employee’s annual total compensation was $57,064. Our President & Chief Executive Officer’s annual total compensation disclosed in the Total column of the “Summary Compensation Table—2023” was $18,521,855. Accordingly, our estimated CEO to median employee pay ratio for 2023 was 325:1.

  125. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs, and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay-versus-performance disclosure below in making its pay decisions for any of the years shown.

  126. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total for PEO (1) ($) | Compensation Actually Paid to PEO (1)(2) (3) (4) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (1) ($) | Average Compensation Actually Paid to Non-PEO NEOs (1)(2)(3)(4) ($) | Value of Initial Fixed $100 Investment based on | | Net Income ($ Millions) (6) | Defined Consolidated Adjusted EBITDA ($ Millions) (7) | | | | | | | TSR ($) | Industry Index TSR ($) (5) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 18,521,855 | 17,927,064 | 7,598,049 | 6,954,458 | 81.75 | 131.91 | (206) | 1,338 | | 2022 | 10,472,396 | (8,418,866) | 3,113,025 | (1,060,733) | 67.09 | 113.64 | 285 | 1,363 | | 2021 | 11,770,688 | 24,732,487 | 4,804,025 | 6,393,449 | 139.48 | 131.62 | 1,402 | 1,150 | | 2020 | 8,633,152 | 8,154,145 | 3,031,546 | 3,632,585 | 116.32 | 99.47 | 356 | 1,057 |

  127. PAY VERSUS PERFORMANCE DISCLOSURE

    | (1) Amounts shown for Summary Compensation Table Total and Compensation Actually Paid for the PEO and Non-PEO NEOs and Average Summary Compensation Table Total for Non-PEO NEOs for 2021 and 2022 have been adjusted to reflect (i) Company matching contributions to the Supplemental Plan for 2021 and 2022 and (ii) Company discretionary contributions to the Supplemental Plan for 2021, in each case, which were incorrectly reflected in prior years’ pay-versus-performance disclosures. |

  128. PAY VERSUS PERFORMANCE DISCLOSURE

    | (2) Christopher A. Cartwright was our PEO for each year presented. Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining Non-PEO NEOs for each year presented, which includes the individuals listed below for each year presented. |

  129. PAY VERSUS PERFORMANCE DISCLOSURE

    | 2020 | 2021 | 2022 | 2023 | | Todd M. Cello | Todd M. Cello | Todd M. Cello | Todd M. Cello | | Steven M. Chaouki | Steven M. Chaouki | Steven M. Chaouki | Steven M. Chaouki | | David M. Neenan | Abhi Dhar | Venkat Achanta | Venkat Achanta | | Heather J. Russell | Timothy J. Martin | Abhi Dhar | Timothy J. Martin | | | David M. Neenan | | | | | David E. Wojczynski | | |

  130. PAY VERSUS PERFORMANCE DISCLOSURE

    | (3) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s PEO and non-PEO NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 4 below. |

  131. PAY VERSUS PERFORMANCE DISCLOSURE

    | (4) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Negative numbers reflect a reduction in the value of the equity compensation of the PEO and Non-PEO NEOs during the relevant period. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. |

  132. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Equity Values for PEO ($) (A) | Compensation Actually Paid to PEO ($) | | 2023 | 18,521,855 | (16,464,022) | 15,869,231 | 17,927,064 | | 2022 | 10,472,396 | (8,602,920) | (10,288,341) | (8,418,866) | | 2021 | 11,770,688 | (7,737,485) | 20,699,284 | 24,732,487 | | 2020 | 8,633,152 | (6,533,655) | 6,054,648 | 8,154,145 |

  133. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) (A) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 7,598,049 | (6,516,668) | 5,873,077 | 6,954,458 | | 2022 | 3,113,025 | (2,123,529) | (2,050,230) | (1,060,733) | | 2021 | 4,804,025 | (2,336,849) | 3,926,273 | 6,393,449 | | 2020 | 3,031,546 | (1,875,337) | 2,476,376 | 3,632,585 |

  134. PAY VERSUS PERFORMANCE DISCLOSURE

    | (A) The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables: |

  135. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted During Prior Year to PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Total -Inclusion of Equity Values for PEO ($) | | 2023 | 15,461,910 | (89,534) | 749,328 | (252,473) | 15,869,231 | | 2022 | 4,082,919 | (11,288,856) | (3,050,791) | (31,613) | (10,288,341) | | 2021 | 13,477,272 | 7,512,120 | (290,108) | — | 20,699,284 | | 2020 | 4,679,236 | 359,226 | 1,016,186 | — | 6,054,648 |

  136. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Average Year- End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted During Prior Year to Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non- PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 5,759,421 | (18,730) | — | 174,457 | (42,070) | 5,873,077 | | 2022 | 1,007,825 | (2,356,540) | — | (695,740) | (5,775) | (2,050,230) | | 2021 | 2,781,216 | 1,459,639 | 72,617(i) | (292,749) | (94,450) | 3,926,273 | | 2020 | 1,704,871 | 356,421 | — | 415,085 | — | 2,476,376 |

  137. PAY VERSUS PERFORMANCE DISCLOSURE

    | (i) Reflects the accelerated vesting of RSUs and PSUs, effective as of December 17, 2021 for certain employees of the Company’s Healthcare business in connection with the Healthcare Divestiture, including Mr. Wojczynski. |

  138. PAY VERSUS PERFORMANCE DISCLOSURE

    | (5) The “Industry Index TSR” set forth in this table utilizes the Dow Jones U.S. Financials Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Dow Jones U.S. Financials Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  139. PAY VERSUS PERFORMANCE DISCLOSURE

    | (6) Our full year 2021 net income was impacted by a $982 million gain from the divestiture of our Healthcare business (the “Healthcare Divestiture”). |

  140. PAY VERSUS PERFORMANCE DISCLOSURE

    | (7) We determined Defined Consolidated Adjusted EBITDA ($ Millions) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. Defined Consolidated Adjusted EBITDA is a non-GAAP measure that, as described in our CD&A, is defined as consolidated Adjusted EBITDA as reported in our 2023 Annual Report on Form 10-K, further adjusted to eliminate the impact of foreign currency fluctuations, and to eliminate the impact of certain legal and regulatory expenses as approved by management and the Compensation Committee for annual incentive plan purposes. Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. Defined Consolidated Adjusted EBITDA may not have been the most important financial performance measure for years 2022, 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  141. NEO Compensation Actually Paid, Company TSR and Industry Index TSR

    NEO Compensation Actually Paid, Company TSR and Industry Index TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR and the Dow Jones U.S. Financials Index TSR over the four most recently completed fiscal years.

  142. NEO Compensation Actually Paid and Net Income

    NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs and our Net Income during the four most recently completed fiscal years.

  143. NEO Compensation Actually Paid and Defined Consolidated Adjusted EBITDA ($ Millions)

    NEO Compensation Actually Paid and Defined Consolidated Adjusted EBITDA ($ Millions) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs and our Defined Consolidated Adjusted EBITDA during the four most recently completed fiscal years. For a reconciliation of Defined Consolidated Adjusted EBITDA to its nearest GAAP measure, see our 2023 Annual Report on Form 10-K.