DEF 14A of TransUnion, Mar 21, 2025

DEF 14A of TransUnion

Filed Mar 21, 2025 · FY20240001193125-25-060241

Open on EDGAR

  1. Director Nominees – Key Facts

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

  2. Director Nominees – Key Facts

    | Name and Occupation | Age | Director Since | Independent | Committee Membership(1)(2) | | | | | | | Other Public Company Boards | | | | | | A | C | N | M | R | T | E | | | George M. Awad Principal, Gibraltar Capital Corporation | 64 | 2013 | ☑ | ● | | | C | ● | | | — | | Christopher A. Cartwright President & Chief Executive Officer, TransUnion | 59 | 2019 | | | | | | | | ● | — | | Suzanne P. Clark President and CEO, U.S. Chamber of Commerce | 57 | 2017 | ☑ | ● | | | | C | | | AGCO Corporation | | Hamidou Dia VP, Applied AI Engineering, Google Cloud | 60 | 2022 | ☑ | ● | | | | | ● | | — | | Russell P. Fradin Operating Partner, Clayton, Dubilier & Rice | 69 | 2018 | ☑ | | C | C | ● | | | ● | Alight, Inc. | | Charles E. Gottdiener(3) CEO, Anaplan, Inc. | 60 | 2022 | | | | | ● | ● | C | | — | | Pamela A. Joseph CEO and Executive Chair, Xplor Technologies | 66 | 2015 | ☑ | | ● | ● | | ● | | C | Paychex, Inc. Adyen N.V. | | Thomas L. Monahan, III CEO, Heidrick and Struggles, Inc. | 58 | 2017 | ☑ | C | | ● | | | | ● | Heidrick and Struggles, Inc. | | Ravi Kumar Singisetti(4) CEO, Cognizant Technology Solutions Corporation | 53 | 2022 | ☑ | | ● | | | | ● | | Cognizant Technology Solutions Corporation | | Linda K. Zukauckas CFO, Integrity, LLC | 63 | 2023 | ☑ | ● | | | | | | | — |

  3. Director Nominees – Key Facts

    | (1) Effective April 1, 2025, Mr. Monahan will step down from his role as the Chairperson of the Audit Committee and will no longer serve as a member of the Audit Committee. The Board has appointed Ms. Zukauckas to serve as the Chairperson of the Audit Committee, effective April 1, 2025. (2) Effective April 1, 2025, Mr. Fradin will step down from his role as the Chairperson of the Compensation Committee but will continue to serve as a member of the Compensation Committee. The Board has appointed Mr. Monahan to serve as the Chairperson of the Compensation Committee, effective April 1, 2025. (3) Mr. Gottdiener will qualify as an independent director under the New York Stock Exchange Listing Standards as of March 31, 2025, the date that is three years after his last date of employment with TransUnion. (4) Mr. Singisetti is also interchangeably referred to herein as “Ravi Kumar” or “Mr. Kumar”. | Key: A – Audit Committee C – Compensation Committee N – Nominating and Corporate Governance Committee M – Mergers, Acquisitions and Integration Committee R – Risk and Compliance Committee T – Technology Committee E – Executive Committee C – Committee Chairperson ● – Committee Member |

  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. 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. The NCG Committee also considers differences of professional experience, viewpoint, individual characteristics, qualities and skills, resulting in naturally varying perspectives among the directors. 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 21. 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. 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. Topics in the 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 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’ individual 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 10, 2025, 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 | | ● | ● | ● | | ● | ● | ● | ● | | ● | | Demographics | | | | | | | | | | | | | Tenure (years) | | 11 | 5 | 7 | 2 | 6 | 3 | 9 | 2 | 7 | 2 | | Age | | 64 | 59 | 57 | 60 | 69 | 60 | 66 | 53 | 58 | 63 |

  9. Background and Experience of Directors

    | 6.3 years Average Tenure of Independent Director Nominees | 61 years Average Age of Director Nominees |

  10. Director Nominee Biographies

    Director Nominee Biographies The specific experience and qualifications of each our director nominees are described below. The age and Board committee membership indicated for each of our director nominees is as of March 10, 2025. 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: 64 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 | 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, established in 2011. Gibraltar Capital is a wealth management and advisory firm specializing in investment and business guidance for internationally-based, high net-worth families. Dr. Awad is a distinguished executive with extensive operational expertise in managing large, global businesses across the spectrum of consumer financial services. His most recent role was as CEO of Consumer Finance at Citigroup, following leadership positions as CEO of North America Cards and CEO of Global Consumer Group EMEA. 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. | | Christopher A. Cartwright Age: 59 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 Griffin Museum of Science and Industry. |

  12. Director Nominee Biographies

    | Suzanne P. Clark Independent Age: 57 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 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. 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. Ms. Clark earned her B.A. and her M.B.A. from Georgetown University. | | Hamidou Dia Independent Age: 60 Director Since: July 2022 VP, Applied AI Engineering, 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, Applied AI Engineering at Google Cloud since July 2024. Mr. Dia previously served as VP, Global Head of Generative AI Solution Architecture at Google Cloud from April 2023 until July 2024 and 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. |

  13. Director Nominee Biographies

    | Russell P. Fradin Independent Age: 69 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 Alight, Inc. (NYSE: ALIT) Previous Public Company Board Experience Best Buy Co., Inc. (NYSE: BBY) Hamilton Insurance Group, Ltd. (NYSE: HG) | 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 (“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. Mr. Fradin has served as the Chair of the board of directors of Alight, Inc. (NYSE: ALIT) since March 2025. From 2016 until 2024, Mr. Fradin served on the board of Hamilton Insurance Group, Ltd. (NYSE: HG), where he served on the Compensation and Personnel Committee (Chair) from 2022 to 2024. Mr. Fradin also served on the board of Best Buy Co., Inc. (NYSE: BBY) from 2013 until 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. | | Charles E. Gottdiener Age: 60 Director Since: February 2022 CEO, Anaplan, Inc. Board Committees • Mergers, Acquisitions and Integration • Risk and Compliance • Technology, Chairperson | 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. |

  14. Director Nominee Biographies

    | Pamela A. Joseph, Chairperson Independent Age: 66 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 Governance 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 and Risk Committee. Ms. Joseph earned her B.S. from the University of Illinois at Urbana-Champaign. | | Ravi Kumar Independent Age: 53 Director Since: July 2022 CEO, Cognizant Technology Solutions Corporation (Nasdaq: CTSH) Board Committees • Compensation • Technology 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. |

  15. Director Nominee Biographies

    | Thomas L. Monahan, III Independent Age: 58 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. 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. Mr. Monahan is also a Trustee of the Meridian International Center and the Boys and Girls Clubs of America, and a board member at the Nature Conservancy of Maryland/Washington, D.C. Mr. Monahan earned his B.A. from Harvard University and his M.B.A. from New York University. | | Linda K. Zukauckas Independent Age: 63 Director Since: January 2023 CFO, Integrity, LLC 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 has served as Chief Financial Officer of Integrity, LLC, a distributor of life and health insurance and provider of solutions for wealth management and retirement planning, since July 2024. She previously 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. |

  16. 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 ten 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:

  17. Director Compensation

    Director Compensation The following table discusses the compensation earned by our non-employee directors in 2024. During 2024, all of our non-employee directors were independent other than Mr. Gottdiener. Mr. Cartwright, our President & CEO, is not included in the table below because he did not receive any additional compensation for his service on the Board. Mr. Cartwright’s 2024 compensation is presented in the “Summary Compensation Table—2024” found on page 63. 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 2024, upon the recommendation of FW Cook, the Compensation Committee recommended no changes to the program. In 2024, 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 and Committees(1):

  18. 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 |

  19. Director Compensation

    | (1) The Chairperson and members of the Executive Committee do not receive compensation for service on the Executive Committee. |

  20. Director Compensation

    In addition, in 2024, our non-employee directors received restricted stock grants with a grant value of $190,000 under our Second Amended and Restated 2015 Omnibus Incentive Plan (“Second 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 2024 is shown in the table below.

  21. Non-Employee Director Compensation Table – 2024

    Non-Employee Director Compensation Table – 2024

  22. Non-Employee Director Compensation Table – 2024

    | Name | Fees Earned in Cash ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | George M. Awad | 145,000 | 189,937 | — | 334,937 | | William P. (Billy) Bosworth | 135,000 | 189,937(1) | — | 324,937 | | Suzanne P. Clark | 135,000 | 189,937 | — | 324,937 | | Hamidou Dia | 115,000 | 189,937 | 2,136(2) | 307,073 | | Russell P. Fradin | 170,000 | 189,937 | — | 359,937 | | Charles E. Gottdiener | 125,000 | 189,937 | — | 314,937 | | Pamela A. Joseph | 275,000 | 189,937 | — | 464,937 | | Thomas L. Monahan | 145,000 | 189,937 | — | 334,937 | | Ravi Kumar Singisetti | 115,000 | 189,937 | — | 304,937 | | Linda K. Zukauckas | 105,000 | 189,937 | — | 294,937 |

  23. Non-Employee Director Compensation Table – 2024

    | (1) The amounts shown in this column represent the full grant date fair value of the restricted stock grant in 2024 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 17 “Stock-Based Compensation,” of the consolidated financial statements contained in our 2024 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 2,543 shares of restricted stock under our Second Amended 2015 Plan on May 2, 2024. Upon his resignation from the Board on December 31, 2024, Mr. Bosworth forfeited 2,543 unvested shares of restricted stock. These are the only outstanding restricted stock grants for each director as of December 31, 2024. |

  24. Non-Employee Director Compensation Table – 2024

    | (2) The amount shown for Mr. Dia reflects amounts reimbursed to Mr. Dia for a new director training program in which he participated in 2024. |

  25. COMPENSATION DISCUSSION AND ANALYSIS

    | • | 2024 Annual Incentive Plan Performance; |

  26. COMPENSATION DISCUSSION AND ANALYSIS

    | • | 2022 PSU Performance; and |

  27. COMPENSATION DISCUSSION AND ANALYSIS

    | • | The role of the Compensation Committee, management and compensation consultant in compensation decisions (see page 47); |

  28. COMPENSATION DISCUSSION AND ANALYSIS

    | • | Our market analysis and benchmarking (see page 50); and |

  29. 2024 Annual Incentive Plan Performance

    2024 Annual Incentive Plan Performance The following highlights the consolidated financial performance results used for our 2024 annual incentive plan. Our Defined Consolidated Adjusted EBITDA was $1,513.5 million, resulting in a payout of 169.8% of target; our Defined Consolidated Revenue was $4,197.1 million, resulting in a payout of 200% of target; and our Defined Adjusted Diluted Earnings per Share was $3.93, resulting in a payout of 137.0% of target. For Messrs. Cartwright, Cello and Achanta, Defined Consolidated Adjusted EBITDA has a 35% weighting and Defined Consolidated Revenue has a 35% weighting. For Mr. Chaouki, Defined Consolidated Adjusted EBITDA has a 20% weighting, Defined U.S. Markets Adjusted EBITDA has a 15% weighting and Defined U.S. Markets Revenue has a 35% weighting. For Mr. Skinner, Defined Consolidated Adjusted EBITDA has a 20% weighting, Defined International Adjusted EBITDA has a 15% weighting and Defined International Revenue has a 35% weighting. For all NEOs, Defined Adjusted Diluted Earnings per Share has a 20% weighting. The remaining 10% is for each NEO’s Strategic Individual Objectives. Our 2024 annual incentive plan, including the business unit level financial objectives, individual objectives, applicable weightings and achievement is discussed in greater detail beginning on page 52 in the section titled “2024 Executive Compensation Program—Annual Incentive Plan.”

  30. 2022 PSU Performance

    2022 PSU Performance The following summarizes the performance results for our PSUs granted in February 2022 with a performance period of January 1, 2022 to December 31, 2024 (the “2022 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 2024 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 $3,706.3 million, resulting in no vesting under this metric. Our Cumulative Revenue over the performance period was $9,569.1 million resulting in no vesting under this metric. Our Relative TSR performance over the performance period was at the 30th percentile resulting in vesting at 61% of target. For our 2022 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 payout at 30% of target. Our PSU performance is discussed in greater detail beginning on page 57 in the section titled “2024 Executive Compensation Program—Long-Term Incentive Plan—2022 PSU Performance.”

  31. 2024 Executive Compensation Program Actions, Results and Changes

    | • Mr. Skinner received a base salary increase to better align his pay with peers and to market benchmarks (see page 51). • Actual 2024 annual incentive payouts for the NEOs ranged from 165.9% to 171.4% of target based on corporate, business unit and individual performance (see page 54). • Our NEOs, including our CEO, each received annual long-term incentive (“LTI”) awards in the form of time-vesting restricted stock units (“RSUs”) and performance-vesting PSUs (see page 55). • Mr. Achanta received a one-time equity grant in the form of RSUs and Mr. Skinner received a one-time equity grant in the form of RSUs and PSUs, in each case, for retention and continued leadership (see page 58). |

  32. Executive Compensation Philosophy & Practices

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

  33. 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; |

  34. Executive Compensation Philosophy & Practices

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

  35. 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 |

  36. Executive Compensation Philosophy & Practices

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

  37. 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 2024, 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 2024, 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:

  38. 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 |

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

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

  40. 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’ 2024 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”: 92% for the CEO and 84% for our other NEOs.

  41. Target Compensation Mix

    | (1) Percentages calculated using 2024 annual base salary, target annual incentive and target annual LTI grant value for RSUs and PSUs. Amounts shown have been rounded to the nearest whole percentage. The one-time equity grant to Mr. Achanta and Mr. Skinner are not included in the above charts. |

  42. 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:

  43. 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 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 Earnings per Share, Cumulative Revenue and Relative TSR • Vest 100% following 3-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 |

  44. 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 2024, the benchmarking process for all of our NEOs is described below.

  45. 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 2024. Based on the above methodology, the evaluation resulted in the following year-over-year changes to our Custom Comparator Group:

  46. Benchmarking

    | • | Additions: Broadridge Financial Solutions, Inc., Clarivate Plc, Intercontinental Exchange, Inc., and Nasdaq, Inc. |

  47. Benchmarking

    | • | Removals: Nielsen Holdings plc and Paychex, Inc. |

  48. Incentive Compensation

    Incentive Compensation Outside of base salary, benefits and perquisites (described below), 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 2024 annual incentive plan and LTI plan in early 2024. 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 2024. The Compensation Committee considered the following factors when establishing the performance targets, including the related threshold and maximum target levels:

  49. Incentive Compensation

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

  50. 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 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 2024.

  51. Annual Incentive Plan

    | Named Executive Officer | 2024 Target Annual Incentive as a Percentage of Base Salary | 2024 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 | | Todd C. Skinner | 100% | $529,755(1) |

  52. Annual Incentive Plan

    | (1) Amount is reflected in U.S. dollars based on the exchange rates in effect as of December 31, 2024. |

  53. Annual Incentive Plan

    Financial and Individual Objectives, Targets, and Potential Payouts The following table defines the various financial and individual objectives applicable for the 2024 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 Adjusted EBITDA, Defined U.S. Markets Revenue, Defined International Adjusted EBITDA, and Defined International 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 2024, the Strategic Individual Objectives were subject to a modifier based on the Company’s Operational Standards and Risk Management Objectives (as defined below).

  54. Annual Incentive Plan

    | Objective | Definition | | Defined Consolidated Adjusted EBITDA | Consolidated Adjusted EBITDA as reported in our 2024 Annual Report on Form 10-K further adjusted to eliminate the impact of foreign currency fluctuations as approved by management and the Compensation Committee for annual incentive plan purposes. | | Defined Consolidated Revenue | Revenue as reported in our 2024 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 2024 Annual Report on Form 10-K further adjusted to eliminate the per share impact of foreign currency fluctuations as approved by management and the Compensation Committee for annual incentive plan purposes. | | Defined U.S. Markets Adjusted EBITDA | U.S. Markets Adjusted EBITDA as reported in our 2024 Annual Report on Form 10-K further adjusted to eliminate the impact of foreign currency fluctuations as approved by management and the Compensation Committee for annual incentive plan purposes. | | Defined U.S. Markets Revenue | U.S. Markets gross revenue as reported in our 2024 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. | | Defined International Adjusted EBITDA | International Adjusted EBITDA as reported in our 2024 Annual Report on Form 10-K further adjusted to eliminate the impact of foreign currency fluctuations as approved by management and the Compensation Committee for annual incentive plan purposes. | | Defined International Revenue | International gross revenue as reported in our 2024 Annual Report on Form 10-K adjusted to eliminate the impact of foreign currency fluctuations. | | Operational Standards and Risk Management Objectives | Year-over-year continuous improvement of key metrics related to operational processes, IT service availability and consumer contact resolution. |

  55. Annual Incentive Plan

    The following table provides threshold, target and maximum targets for the financial objectives described above. It also provides actual 2024 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. In March 2024, TransUnion reorganized its operations to merge its Consumer Interactive operating segment within its U.S. Markets operating segment. In addition, TransUnion changed the responsibility for certain international operations previously managed within the U.S. Markets segment to certain regions within the International segment. This change resulted in a change to financial targets for incentive plan purposes for Mr. Chaouki and Mr. Skinner.

  56. Annual Incentive Plan

    | Financial Objective | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Result | Achievement (%) | | Defined Consolidated Adjusted EBITDA* | $1,354.6 | $1,472.4 | $1,531.3 | $1,513.5 | 169.8 | | Defined Consolidated Revenue* | $3,860.0 | $4,063.1 | $4,185.0 | $4,197.1 | 200.0 | | Defined Adjusted Diluted Earnings per Share | $3.56 | $3.87 | $4.03 | $3.93 | 137.0 | | Defined U.S. Markets Adjusted EBITDA* | $1,125.8 | $1,223.7 | $1,272.6 | $1,254.8 | 163.5 | | Defined U.S. Markets Revenue* | $3,007.1 | $3,165.4 | $3,260.4 | $3,265.3 | 200.0 | | Defined International Adjusted EBITDA* | $383.7 | $417.1 | $433.8 | $440.1 | 200.0 | | Defined International Revenue | $901.9 | $949.3 | $977.8 | $979.4 | 200.0 |

  57. Annual Incentive Plan

    | * Amounts reflect millions. |

  58. Annual Incentive Plan

    2024 Annual Incentive Payouts The following table summarizes each NEO’s 2024 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 2024 annual incentive plan ranged from 165.9% of target to 171.4% of target.

  59. Annual Incentive Plan

    | Named Executive Officer | Objective | Weighting | Achievement | Payout | | Christopher A. Cartwright, President & Chief Executive Officer | Defined Consolidated Adjusted EBITDA | 35% | 169.8% | $943,600 | | | Defined Consolidated Revenue | 35% | 200.0% | $1,111,163 | | | Defined Adjusted Diluted Earnings per Share | 20% | 137.0% | $435,060 | | | Strategic Individual Objectives | 10% | 100.0% | $158,738 | | | | Total | 166.9% | $2,648,560 | | Todd M. Cello, EVP, Chief Financial Officer | Defined Consolidated Adjusted EBITDA | 35% | 169.8% | $433,525 | | | Defined Consolidated Revenue | 35% | 200.0% | $510,510 | | | Defined Adjusted Diluted Earnings per Share | 20% | 137.0% | $199,883 | | | Strategic Individual Objectives | 10% | 100.0% | $72,930 | | | | Total | 166.9% | $1,216,849 | | Venkat Achanta, EVP, Chief Technology, Data & Analytics Officer | Defined Consolidated Adjusted EBITDA | 35% | 169.8% | $416,108 | | | Defined Consolidated Revenue | 35% | 200.0% | $490,000 | | | Defined Adjusted Diluted Earnings per Share | 20% | 137.0% | $191,853 | | | Strategic Individual Objectives | 10% | 100.0% | $70,000 | | | | Total | 166.9% | $1,167,961 | | Steven M. Chaouki, President, U.S. Markets | Defined Consolidated Adjusted EBITDA | 20% | 169.8% | $242,532 | | | Defined Adjusted Diluted Earnings per Share | 20% | 137.0% | $195,690 | | | Defined U.S. Markets Adjusted EBITDA | 15% | 163.5% | $175,157 | | | Defined U.S. Markets Revenue | 35% | 200.0% | $499,800 | | | Strategic Individual Objectives | 10% | 100.0% | $71,400 | | | | Total | 165.9% | $1,184,579 | | Todd C. Skinner,(1) President, International | Defined Consolidated Adjusted EBITDA | 20% | 169.8% | $179,947 | | | Defined Adjusted Diluted Earnings per Share | 20% | 137.0% | $145,193 | | | Defined International Adjusted EBITDA | 15% | 200.0% | $158,927 | | | Defined International Revenue | 35% | 200.0% | $370,829 | | | Strategic Individual Objectives | 10% | 100.0% | $52,976 | | | | Total | 171.4% | $907,871 |

  60. Annual Incentive Plan

    | (1) Amounts are reflected in U.S. dollars based on the exchange rates in effect as of December 31, 2024. |

  61. 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 2024, all of our NEOs, including our CEO, earned a 100% payout on their Strategic Individual Objectives. Mr. Cartwright delivered on the Company’s transformation and modernization strategy while exceeding revenue growth expectations every quarter. Mr. Cello delivered on the expansion of finance capabilities into the global capability centers while also driving achievement of the cost savings targets related to the transformation. Mr. Achanta has built and delivered OneTru and OneDev in accordance with the road map for U.S. and India technology modernizations, enhancing our pace of innovation. Mr. Chaouki successfully negotiated a collaboration with Credit Sesame for our new direct-to-consumer freemium experience that was announced in February 2025. He also strengthened growth in our Insurance vertical and drove significant expansion of our cyber incident response business. In addition to executing a successful growth playbook to offset slowing credit volumes in India, Mr. Skinner also negotiated the agreement to acquire majority ownership of Trans Union de Mexico, which was announced in January 2025. The Compensation Committee also considered progress against various applicable human capital goals as part of its holistic evaluation of each NEO. The Company also achieved our Operational Standards and Risk Management Objectives; therefore, no modification was made to each NEO’s final Strategic Individual Objectives. 2025 Annual Incentive Plan In 2025, the weightings of the metrics in the annual incentive plan for our NEOs, other than Mr. Chaouki and Mr. Skinner, will be as follows: Consolidated Adjusted EBITDA – 35%, Consolidated Revenue – 35%, Adjusted Diluted Earnings per Share – 20%, and Strategic Individual Objectives – 10%. The weightings of the metrics in the 2025 annual incentive plan for Mr. Chaouki will be as follows: Consolidated Adjusted EBITDA – 20%, Adjusted Diluted EPS – 20%, Defined U.S. Markets Adjusted EBITDA – 15%, Defined U.S. Markets Adjusted Revenue – 35%, and Strategic Individual Objectives – 10%. The weightings of the metrics in the 2025 annual incentive plan for Mr. Skinner will be as follows: Consolidated Adjusted EBITDA – 20%, Adjusted Diluted EPS – 20%, Defined International Adjusted EBITDA – 15%, Defined International Adjusted Revenue – 35%, and Strategic Individual Objectives – 10%. 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.

  62. Long-Term Incentive Plan

    Long-Term Incentive Plan 2024 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 2024, 79% of the target total compensation opportunity provided to our CEO and 67% 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 2024 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, 2025 and August 28, 2026, and 34% vests on August 28, 2027. The remaining 50% of the 2024 target LTI grant value was delivered in the form of PSUs that vest following a three-year performance period starting January 1, 2024 and ending December 31, 2026. When dividends are paid on our common stock, unvested RSUs accrue dividend equivalents that are paid out in cash or, in the sole discretion of our Compensation Committee, in shares of our common stock, based on the number of shares that vest. Similarly, for PSUs, dividend equivalents accrue during the performance period and are paid out in cash or, in the sole discretion of our Compensation Committee, in shares of our common stock, based on the number of shares that vest as a result of actual Company performance. The PSU grants made in 2024 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:

  63. Long-Term Incentive Plan

    | Performance Component | Weighting | | Cumulative Adjusted Diluted Earnings per Share(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% |

  64. Long-Term Incentive Plan

    | (1) Cumulative Adjusted Diluted Earnings per Share is calculated using the definition of Adjusted Diluted Earnings per Share disclosed in our 2024 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 2024 Annual Report on Form 10-K, adjusted to be on an organic, constant currency basis. |

  65. 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 Diluted Earnings per Share 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 2024 are Cumulative Adjusted Diluted Earnings per Share and Cumulative Revenue, which differ from the Defined Adjusted Diluted Earnings per Share and Defined Consolidated Revenue financial components in our 2024 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 2024 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—2024” calculated in accordance with FASB ASC Topic 718. The table below reflects the 2024 target LTI grant value for each NEO with respect to the annual LTI grant made on February 28, 2024.

  66. Long-Term Incentive Plan

    | Named Executive Officer | Target Annual LTI Grant Value | | Christopher A. Cartwright | $10,200,000 | | Todd M. Cello | $2,750,000 | | Venkat Achanta | $3,600,000 | | Steven M. Chaouki | $2,800,000 | | Todd C. Skinner(1) | $1,750,000 |

  67. Long-Term Incentive Plan

    | (1) Mr. Skinner’s target annual LTI grant value was subsequently increased from $1,750,000 to $2,300,000, effective as of September 3, 2024. As a result, Mr. Skinner received an additional LTI grant on September 3, 2024, as described below in “2024 Executive Compensation Program—Long-Term Incentive Plan— One-Time Equity Grant to Mr. Skinner.” |

  68. Long-Term Incentive Plan

    2022 PSU Performance In February 2025, the Compensation Committee certified the results for the 2022 PSUs, which vested on February 25, 2025. The 2022 PSUs were tied to Cumulative Adjusted EBITDA, Cumulative Revenue and our Relative TSR against the Relative TSR Peer Group. The chart below details the applicable performance measures, weightings, targets and the certified performance achievement as a percentage of target. The payout for performance between percentages is interpolated on a straight-line basis and performance below threshold results in a 0% payout for that performance measure. The Compensation Committee did not exercise any discretion to adjust the final performance achievement for the 2022 PSUs.

  69. Long-Term Incentive Plan

    | Performance Measure* | Weighting | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual | Achievement | | Cumulative Adjusted EBITDA(1) | 30% | $4,028.2 | $4,183.1 | $4,423.0 | $3,706.3 | 0% | | Cumulative Revenue(1) | 20% | $9,982.0 | $10,174.0 | $10,565.5 | $9,569.1 | 0% | | Relative TSR | 50% | 25th Percentile | 50th Percentile | 80th Percentile and above | 30th Percentile | 61% | | | | | | Total Weighted Payout | | 30% |

  70. Long-Term Incentive Plan

    | * Amounts reflect millions. |

  71. Long-Term Incentive Plan

    | (1) Cumulative Adjusted EBITDA is calculated using the definition of Adjusted EBITDA disclosed in our 2024 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 2024 Annual Report on Form 10-K, adjusted to be on an organic, constant currency basis. |

  72. Long-Term Incentive Plan

    The following table illustrates the final results for each NEO’s 2022 PSUs.

  73. 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 | 13,804 | 0% | 0 | | | Cumulative Revenue | 9,204 | 0% | 0 | | | Relative TSR | 23,008 | 61% | 13,919 | | | Total | 46,016 | 30% | 13,919 | | Todd M. Cello | Cumulative Adjusted EBITDA | 3,859 | 0% | 0 | | | Cumulative Revenue | 2,573 | 0% | 0 | | | Relative TSR | 6,432 | 61% | 3,891 | | | Total | 12,864 | 30% | 3,891 | | Venkat Achanta | Cumulative Adjusted EBITDA | 3,037 | 0% | 0 | | | Cumulative Revenue | 2,026 | 0% | 0 | | | Relative TSR | 5,063 | 61% | 3,063 | | | Total | 10,126 | 30% | 3,063 | | Steven M. Chaouki | Cumulative Adjusted EBITDA | 3,284 | 0% | 0 | | | Cumulative Revenue | 2,190 | 0% | 0 | | | Relative TSR | 5,474 | 61% | 3,311 | | | Total | 10,948 | 30% | 3,311 | | Todd C. Skinner | Cumulative Adjusted EBITDA | 1,970 | 0% | 0 | | | Cumulative Revenue | 1,314 | 0% | 0 | | | Relative TSR | 3,284 | 61% | 1,986 | | | Total | 6,568 | 30% | 1,986 |

  74. Long-Term Incentive Plan

    | (1) The PSUs vested on February 25, 2025 and, therefore, are reported in the “Outstanding Equity Awards at Fiscal Year-End Table—2024” for 2024. |

  75. Long-Term Incentive Plan

    | (2) Cumulative Adjusted EBITDA is calculated using the definition of Adjusted EBITDA disclosed in our 2024 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 2024 Annual Report on Form 10-K, adjusted to be on an organic, constant currency basis. |

  76. Long-Term Incentive Plan

    One-Time Equity Grants As described above, a primary goal of our executive compensation program is to attract, motivate and retain highly experienced executives who are vital to our short- and long-term success, profitability and growth. The CEO and Compensation Committee extensively review talent retention on an on-going basis, including retention of executives with strong performance who are key to our future success. The grants to Mr. Achanta and Mr. Skinner were made to ensure continued retention and in recognition of their continued leadership. On February 21, 2024, the Compensation Committee approved a one-time equity award of time-vesting RSUs to Mr. Achanta with a dollar-denominated value of $5,000,000, which was granted on February 28, 2024. The RSUs will vest ratably over a 36-month period, with 33% vesting on each of February 28, 2025 and February 28, 2026, and 34% vesting on February 28, 2027, subject to Mr. Achanta’s continued service as of such date. On August 8, 2024, the Compensation Committee approved a one-time equity award to Mr. Skinner with a dollar-denominated value of $550,000, which was granted on September 3, 2024, consisting of 50% RSUs and 50% PSUs. The RSUs will vest ratably over a 36-month period, with 33% vesting on each of August 28, 2025 and August 28, 2026, and 34% vesting on August 28, 2027. The PSUs granted to Mr. Skinner 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, 2024. The PSUs will vest, to the extent the applicable performance components are satisfied, on February 28, 2027, subject to Mr. Skinner’s continued service as of such date. 2025 Annual LTI Grants Beginning with the 2025 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, 2025 and ending on December 31, 2027: (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 2024 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 2025 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, 2026 and August 28, 2027, and 34% vests on August 28, 2028.

  77. CEO Employment Agreement, Skinner Employment Agreement and Severance Agreements

    CEO Employment Agreement, Skinner 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—2024” and the accompanying narrative. Upon his promotion to President, International, we and Trans Union of Canada, Inc. entered into an employment agreement with Mr. Skinner (the “Skinner Employment Agreement”), which is summarized under “Executive Compensation—Payments upon Termination and Change in Control—2024” and the accompanying narrative. Because Mr. Skinner is a resident of Canada, we entered into the Skinner Employment Agreement with him rather than the Severance Agreement (as defined below) entered into with our other NEOs. We have entered into a Severance and Restrictive Covenant Agreement (the “Severance Agreement”) with each of the other NEOs (other than Messrs. Cartwright and Skinner). The Severance Agreements are designed to maximize retention and are summarized under “Executive Compensation—Payments upon Termination and Change in Control—2024” and the accompanying narrative.

  78. Summary Compensation Table — 2024

    Summary Compensation Table — 2024

  79. Summary Compensation Table — 2024

    | Name/Principal Position | Year | Salary(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Christopher A. Cartwright President & Chief Executive Officer | 2024 | 1,066,390 | 11,551,136 | 2,648,560 | 109,043 | 15,375,130 | | | 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 | | Todd M. Cello EVP, Chief Financial Officer | 2024 | 668,100 | 3,114,240 | 1,216,849 | 57,784 | 5,056,972 | | | 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 | | Venkat Achanta EVP, Chief Technology, Data & Analytics Officer | 2024 | 705,385 | 9,076,790 | 1,167,961 | 56,326 | 11,006,462 | | | 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 | 2024 | 719,492 | 3,170,866 | 1,184,579 | 102,086 | 5,177,023 | | | 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 | | Todd C. Skinner(5)(6) President, International | 2024 | 527,039 | 2,621,202 | 907,871 | 228,809 | 4,284,920 |

  80. Summary Compensation Table — 2024

    | (1) The base salary rates for Messrs. Cartwright, Cello, Achanta and Chaouki remained the same for 2024 from 2023; however, due to a greater number of working days in 2024 compared to 2023, the amounts reported in this column for 2024 for Messrs. Cartwright, Cello, Achanta and Chaouki are higher than the amounts reported in 2023. |

  81. Summary Compensation Table — 2024

    | (2) The amounts shown in this column represent the aggregate grant date fair value of RSUs and PSUs granted to the NEOs calculated in accordance with FASB ASC Topic 718. For 2024 RSUs, assumptions used in the calculation of these amounts are included in Note 17, “Stock-Based Compensation,” of the consolidated financial statements in our 2024 Annual Report on Form 10-K. For PSUs based on Cumulative Adjusted EBITDA (for PSUs granted in 2022 and 2023) or Cumulative Adjusted Diluted Earnings per Share (for PSUs granted in 2024) and Cumulative Revenue, the amounts are based on target performance, which is the probable outcome under FASB ASC Topic 718 as of the grant date, 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 2024 PSUs granted in February 2024 and September 2024, 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 and 2.32 years, respectively; (ii) a risk-free rate of 4.46% and 3.80%, respectively; (iii) an expected dividend yield of 0% for both grants; (iv) the historical stock price volatility for the Company and our peers ranging between 17.18% and 123.40% for both grants and (v) the Company’s dividend adjusted stock price on the date of grant of $76.46 and $94.56, respectively. The table below illustrates the grant date fair value of the PSUs based on Cumulative Adjusted EBITDA (for PSUs granted in 2022 and 2023) or Cumulative Adjusted Diluted Earnings per Share (for PSUs granted in 2024) and Cumulative Revenue (for PSUs granted in 2022, 2023 and 2024) 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. |

  82. Summary Compensation Table — 2024

    | Name | Performance Period | PSU Value Assuming Cumulative Adjusted EBITDA and Cumulative Revenue at Maximum Performance (and Relative TSR at Target Performance) ($) | | Christopher A. Cartwright | 2024 – 2026 | 9,001,045 | | | 2023 – 2025 | 7,814,542 | | | 2022 – 2024 | 6,501,371 | | Todd M. Cello | 2024 – 2026 | 2,426,715 | | | 2023 – 2025 | 2,170,692 | | | 2022 – 2024 | 1,817,490 |

  83. Summary Compensation Table — 2024

    | Name | Performance Period | PSU Value Assuming Cumulative Adjusted EBITDA and Cumulative Revenue at Maximum Performance (and Relative TSR at Target Performance) ($) | | Venkat Achanta | 2024 –2026 | 3,176,725 | | | 2023 –2025 | 2,174,437 | | | 2022 –2024 | 1,430,652 | | Steven M. Chaouki | 2024 –2026 | 2,470,874 | | | 2023 –2025 | 1,910,132 | | | 2022 –2024 | 1,546,788 | | Todd C. Skinner | 2024 –2026 | 2,046,218 |

  84. Summary Compensation Table — 2024

    | (3) 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. |

  85. Summary Compensation Table — 2024

    | (4) Information regarding the amounts shown in this column can be found in the “Detailed Analysis of ‘All Other Compensation’ Column” table below. |

  86. Summary Compensation Table — 2024

    | (5) Mr. Skinner was not an NEO in 2022 and 2023. |

  87. Summary Compensation Table — 2024

    | (6) Salary, non-equity incentive plan compensation, and all other compensation payments were made in Canadian dollars. Amounts in the table above are in U.S. dollars based on the exchange rates in effect as of December 31, 2024. |

  88. Grants of Plan-Based Awards — 2024

    Grants of Plan-Based Awards — 2024

  89. Grants of Plan-Based Awards — 2024

    | 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 | | | | | | | | | | | | 2024 Annual Incentive | — | — | 793,688 | 1,587,375 | 3,174,750 | — | — | — | — | — | | 2024 RSUs | 2/28/2024 | 2/21/2024 | — | — | — | — | — | — | 67,088 | 5,100,030 | | 2024 PSUs | 2/28/2024 | 2/21/2024 | — | — | — | 33,544 | 67,088 | 134,174 | — | 6,451,106 | | Todd M. Cello | | | | | | | | | | | | 2024 Annual Incentive | — | — | 364,650 | 729,300 | 1,458,600 | — | — | — | — | — | | 2024 RSUs | 2/28/2024 | 2/21/2024 | — | — | — | — | — | — | 18,087 | 1,374,974 | | 2024 PSUs | 2/28/2024 | 2/21/2024 | — | — | — | 9,044 | 18,087 | 36,174 | — | 1,739,266 | | Venkat Achanta | | | | | | | | | | | | 2024 Annual Incentive | — | — | 350,000 | 700,000 | 1,400,000 | — | — | — | — | — | | 2024 RSUs | 2/28/2024 | 2/21/2024 | — | — | — | — | — | — | 23,678 | 1,800,002 | | 2024 RSUs | 2/28/2024 | 2/21/2024 | — | — | — | — | — | — | 65,772 | 4,999,987 | | 2024 PSUs | 2/28/2024 | 2/21/2024 | — | — | — | 11,839 | 23,677 | 47,354 | — | 2,276,801 | | Steven M. Chaouki | | | | | | | | | | | | 2024 Annual Incentive | — | — | 357,000 | 714,000 | 1,428,000 | — | — | — | — | — | | 2024 RSUs | 2/28/2024 | 2/21/2024 | — | — | — | — | — | — | 18,416 | 1,399,984 | | 2024 PSUs | 2/28/2024 | 2/21/2024 | — | — | — | 9,208 | 18,416 | 36,832 | — | 1,770,882 | | Todd C. Skinner | | | | | | | | | | | | 2024 Annual Incentive(5) | — | — | 264,878 | 529,755 | 1,059,511 | — | — | — | — | — | | 2024 RSUs | 2/28/2024 | 2/21/2024 | — | — | — | — | — | — | 11,510 | 874,990 | | 2024 RSUs | 9/3/2024 | 8/8/2024 | — | — | — | — | — | — | 2,908 | 274,980 | | 2024 PSUs | 2/28/2024 | 2/21/2024 | — | — | — | 5,755 | 11,510 | 23,020 | — | 1,106,802 | | 2024 PSUs | 9/3/2024 | 8/8/2024 | — | — | — | 1,454 | 2,908 | 5,816 | — | 364,430 |

  90. Grants of Plan-Based Awards — 2024

    | (1) Reflects target and maximum payment opportunities for the twelve months ended December 31, 2024 under our 2024 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 2025 under our 2024 annual incentive plan are disclosed in the “2024 Summary Compensation Table” under the “Non–Equity Incentive Plan Compensation” column. |

  91. Grants of Plan-Based Awards — 2024

    | (2) Reflects PSUs granted during 2024 under our Amended and Restated 2015 Omnibus Incentive Plan (the “First Amended 2015 Plan”) for awards granted prior to May 2, 2024 and under our Second Amended 2015 Plan for awards granted on or after May 2, 2024. When dividends are paid on our common stock, PSUs accrue dividend equivalents during the performance period that are paid out in cash or, in the sole discretion of our Compensation Committee, in shares of our common stock, 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 “2024 Executive Compensation Program—Long-Term Incentive Plan.” |

  92. Grants of Plan-Based Awards — 2024

    | (3) Reflects RSUs granted during 2024 under our First Amended 2015 Plan for awards granted prior to May 2, 2024 and under our Second Amended 2015 Plan for awards granted on or after May 2, 2024. When dividends are paid on our common stock, unvested RSUs accrue dividend equivalents that are paid out in cash or, in the sole discretion of our Compensation Committee, in shares of our common stock, based on the number shares that vest. The vesting provisions for the RSUs are described above in the section titled “2024 Executive Compensation Program—Long-Term Incentive Plan.” |

  93. Grants of Plan-Based Awards — 2024

    | (4) The amounts shown in this column represent the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718. For 2024 RSUs, assumptions used in the calculation of these amounts are included in Note 17, “Stock-Based Compensation,” of the consolidated financial statements in our 2024 Annual Report on Form 10-K. For PSUs based on Cumulative Adjusted Diluted Earnings per Share and Cumulative Revenue, the amounts are based on target performance, which is the probable outcome under FASB ASC Topic 718 as of the grant date, 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. |

  94. Grants of Plan-Based Awards — 2024

    | (5) Amounts are reflected in U.S. dollars based on the exchange rates in effect as of December 31, 2024. |

  95. 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

  96. Outstanding Equity Awards at Fiscal Year-End — 2024

    Outstanding Equity Awards at Fiscal Year-End — 2024

  97. Outstanding Equity Awards at Fiscal Year-End — 2024

    | | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(2) ($) | | Christopher A. Cartwright | 2/28/2024 | — | — | 67,087 | 12,439,272 | | | 2/28/2024 | 67,088 | 6,219,728 | — | — | | | 6/1/2023 | — | — | 49,443 | 11,459,605 | | | 2/28/2023 | — | — | 68,775 | 12,752,261 | | | 2/28/2023 | 46,080 | 4,272,077 | — | — | | | 2/25/2022 | 13,919(4) | 1,290,430 | — | — | | | 2/25/2022 | 15,646 | 1,450,541 | — | — | | Todd M. Cello | 2/28/2024 | — | — | 18,087 | 3,353,692 | | | 2/28/2024 | 18,087 | 1,676,846 | — | — | | | 6/1/2023 | — | — | 34,335 | 7,957,948 | | | 2/28/2023 | — | — | 19,104 | 3,542,264 | | | 2/28/2023 | 12,800 | 1,186,688 | — | — | | | 2/25/2022 | 3,891(4) | 360,735 | — | — | | | 2/25/2022 | 4,374 | 405,541 | — | — | | Venkat Achanta | 2/28/2024 | — | — | 23,677 | 4,390,189 | | | 2/28/2024 | 23,678 | 2,195,187 | — | — | | | 2/28/2024 | 65,772 | 6,097,722 | — | — | | | 6/30/2023 | — | — | 1,914 | 354,894 | | | 6/30/2023 | 1,284 | 119,040 | — | — | | | 6/1/2023 | — | — | 34,335 | 7,957,948 | | | 2/28/2023 | — | — | 16,811 | 3,117,096 | | | 2/28/2023 | 11,265 | 1,044,378 | — | — | | | 2/25/2022 | 3,063(4) | 283,971 | — | — | | | 2/25/2022 | 3,444 | 319,293 | — | — | | Steven M. Chaouki | 2/28/2024 | — | — | 18,416 | 3,414,695 | | | 2/28/2024 | 18,416 | 1,707,347 | — | — | | | 6/1/2023 | — | — | 30,215 | 7,003,035 | | | 2/28/2023 | — | — | 16,811 | 3,117,096 | | | 2/28/2023 | 11,265 | 1,044,378 | — | — | | | 2/25/2022 | 3,311(4) | 306,963 | — | — | | | 2/25/2022 | 3,723 | 345,159 | — | — | | Todd C. Skinner | 9/3/2024 | — | — | 2,908 | 539,201 | | | 9/3/2024 | 2,908 | 269,601 | — | — | | | 2/28/2024 | — | — | 11,510 | 2,134,184 | | | 2/28/2024 | 11,510 | 1,067,092 | — | — | | | 6/1/2023 | — | — | 20,601 | 4,774,750 | | | 2/28/2023 | — | — | 11,462 | 2,125,284 | | | 2/28/2023 | 7,681 | 712,106 | — | — | | | 2/25/2022 | 1,986(4) | 184,122 | — | — | | | 2/25/2022 | 2,234 | 207,114 | — | — |

  98. Outstanding Equity Awards at Fiscal Year-End — 2024

    | (1) RSUs granted on February 25, 2022 vested or 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. RSUs granted on February 28, 2024 and September 3, 2024 vest ratably over a 42-month period and 36-month period, respectively, where 33% vest on August 28, 2025, 33% vest on August 28, 2026 and 34% vest on August 28, 2027. |

  99. Outstanding Equity Awards at Fiscal Year-End — 2024

    | (2) The market value was determined based on the closing share price of $92.71 on December 31, 2024. |

  100. Outstanding Equity Awards at Fiscal Year-End — 2024

    | (3) In accordance with SEC disclosure rules, amounts in this column represent the PSUs granted during 2023 and 2024 at maximum performance levels based on the closing share price of $92.71 on December 31, 2024. The final number of shares earned is based on actual Company performance, as determined by the Compensation Committee, during the three-year performance period ending on December 31, 2025 for PSUs granted on February 28, 2023 and June 30, 2023, April 30, 2026 for PSUs granted on June 1, 2023, and December 31, 2026 for PSUs granted on February 28, 2024 and September 3, 2024. Additionally, the NEOs must be employed by the Company as of February 28, 2026 to be eligible to earn PSUs granted on February 28, 2023 and June 30, 2023, as of April 30, 2026 for PSUs granted on June 1, 2023, and as of February 28, 2027 for PSUs granted on February 28, 2024 and September 3, 2024. |

  101. Outstanding Equity Awards at Fiscal Year-End — 2024

    | (4) Reflects PSUs awarded in February 2022 tied to Cumulative Adjusted EBITDA, Cumulative Revenue and Relative TSR against the Relative TSR Peer Group for the performance period of January 1, 2022 to December 31, 2024, which vested on February 25, 2025. The value shown reflects actual performance results whereby 30% of target PSUs were earned. |

  102. Options Exercised and Stock Vested — 2024

    Options Exercised and Stock Vested — 2024 The following table sets forth information regarding vesting of stock awards by the NEOs during 2024. None of the NEOs exercised any stock options in 2024.

  103. Options Exercised and Stock Vested — 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Christopher A. Cartwright | 94,170 | 7,965,171 | | Todd M. Cello | 33,713 | 2,966,877 | | Venkat Achanta | 9,520 | 921,828 | | Steven M. Chaouki | 20,417 | 1,746,404 | | Todd C. Skinner | 8,031 | 735,093 |

  104. Options Exercised and Stock Vested — 2024

    | (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 2022-2024 performance period. |

  105. Nonqualified Deferred Compensation — 2024

    Nonqualified Deferred Compensation — 2024

  106. Nonqualified Deferred Compensation — 2024

    | Name | Executive Contributions in 2024(1) ($) | Registrant Contributions in 2024(2) ($) | Aggregate Earnings in 2024(3) ($) | Aggregate Balance at December 31, 2024(4) ($) | | Christopher A. Cartwright | 42,737 | 28,530 | 225,775 | 1,679,053 | | Todd M. Cello | 36,496 | 20,497 | 110,607 | 850,851 | | Venkat Achanta | 58,599 | 21,879 | 11,603 | 131,900 | | Steven M. Chaouki | 42,401 | 25,613 | 100,308 | 699,208 | | Todd C. Skinner | — | — | — | — |

  107. Nonqualified Deferred Compensation — 2024

    | (1) Includes amounts reported in the “Salary” columns for 2024 and, if applicable, in the “Non-Equity Incentive Plan Compensation” column for 2024 in the Summary Compensation Table above. Amounts contributed in 2024 attributable to base salary and the annual incentive are detailed below. |

  108. Nonqualified Deferred Compensation — 2024

    | Name | Base Salary ($) | Annual Incentive ($) | | Christopher A. Cartwright | 42,737 | — | | Todd M. Cello | 26,775 | 9,721 | | Venkat Achanta | 49,000 | 9,599 | | Steven M. Chaouki | 28,835 | 13,566 | | Todd C. Skinner | — | — |

  109. Nonqualified Deferred Compensation — 2024

    | (2) Amounts reported in this column are reflected in the “All Other Compensation” column in the Summary Compensation Table above for 2024. |

  110. Nonqualified Deferred Compensation — 2024

    | (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 2024. Each NEO self-directs the investment of the Supplemental Plan account balance into one or more of the available investment funds described below. |

  111. Nonqualified Deferred Compensation — 2024

    | (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 for Mr. Skinner, who is not eligible to participate as he is not a U.S.-based employee. These amounts include the following for our other NEOs: Mr. Cartwright- $756,658; Mr. Cello- $290,995; Mr. Achanta- $44,894; and Mr. Chaouki- $289,736. |

  112. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan The Supplemental Plan is a nonqualified tax deferred compensation program for a limited number of U.S.-based executives, including the NEOs, other than Mr. Skinner, who is not a U.S.-based employee. 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 2024 calendar year.

  113. Nonqualified Deferred Compensation Plan

    | Name of Fund | Annual Return (%) | | Columbia Contrarian Core Fund Class I3 | 23.51 | | Vanguard Institutional Index Plus Fund | 24.99 | | Vanguard Total International Stock Fund (Class I Shares) | 5.18 | | American EuroPacific Growth Fund R6 | 5.04 | | DFA US Small Cap Portfolio Instl Class | 11.49 | | Eaton Vance Atlanta Capital SMID Cap Fund (Class R6 Shares) | 13.70 | | Vanguard Extend Market Index Fund Inst Class | 16.91 | | iShares Russell 2000 Small-Cap Index Fund Instl Class | 11.47 | | Metropolitan West Total Return Bond Fund | 1.12 | | Vanguard Inflation Protected Securities Fund Instl | 1.86 | | Vanguard Total Bond Market Index Fund Inst Class | 1.25 | | Vanguard Federal Money Market Investor Class Shares | 5.23 | | Vanguard Institutional Target Retirement 2020 Fund | 7.75 | | Vanguard Institutional Target Retirement 2025 Fund | 9.44 | | Vanguard Institutional Target Retirement 2030 Fund | 10.64 | | Vanguard Institutional Target Retirement 2035 Fund | 11.78 | | Vanguard Institutional Target Retirement 2040 Fund | 12.88 | | Vanguard Institutional Target Retirement 2045 Fund | 13.91 | | Vanguard Institutional Target Retirement 2050 Fund | 14.64 | | Vanguard Institutional Target Retirement 2055 Fund | 14.64 | | Vanguard Institutional Target Retirement 2060 Fund | 14.63 | | Vanguard Institutional Target Retirement 2065 Fund | 14.62 | | Vanguard Institutional Target Retirement 2070 Fund | 14.59 | | Vanguard Institutional Target Retirement Income Fund | 6.58 |

  114. Payments upon Termination and Change in Control—2024

    Payments upon Termination and Change in Control—2024

  115. 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, 2024, which included 13,487 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, 2024. 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, 2024. 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—2024” on page 63. Our median employee’s annual total compensation was $46,722. Our President & Chief Executive Officer’s annual total compensation disclosed in the Total column of the “Summary Compensation Table—2024” was $15,375,130. Accordingly, our estimated CEO to median employee pay ratio for 2024 was 329:1.

  116. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE In accordance with rules adopted by the Securities and Exchange Commission 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.

  117. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO (1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs (1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on | | Net Income ($ Millions) | Defined Consolidated Adjusted EBITDA ($ Millions) (5) | | | | | | | TSR ($) | Industry Index TSR ($) (4) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 15,375,130 | 31,618,387 | 6,381,344 | 11,988,557 | 110.83 | 166.54 | 302 | 1,514 | | 2023 | 18,521,855 | 17,927,064 | 7,598,049 | 6,954,458 | 81.75 | 131.60 | (191) | 1,338 | | 2022 | 10,472,396 | (8,418,866) | 3,113,025 | (1,060,733) | 67.09 | 113.42 | 282 | 1,363 | | 2021 | 11,770,688 | 24,732,487 | 4,804,025 | 6,393,449 | 139.48 | 131.43 | 1,405 | 1,150 | | 2020 | 8,633,152 | 8,154,145 | 3,031,546 | 3,632,585 | 116.32 | 99.41 | 356 | 1,057 |

  118. PAY VERSUS PERFORMANCE DISCLOSURE

    | (1) 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. |

  119. PAY VERSUS PERFORMANCE DISCLOSURE

    | 2020 | 2021 | 2022 | 2023 | 2024 | | Todd M. Cello | Todd M. Cello | Todd M. Cello | Todd M. Cello | Todd M. Cello | | Steven M. Chaouki | Steven M. Chaouki | Steven M. Chaouki | Steven M. Chaouki | Steven M. Chaouki | | David M. Neenan | Abhi Dhar | Venkat Achanta | Venkat Achanta | Venkat Achanta | | Heather J. Russell | Timothy J. Martin | Abhi Dhar | Timothy J. Martin | Todd C. Skinner | | | David M. Neenan | | | | | | David E. Wojczynski | | | |

  120. PAY VERSUS PERFORMANCE DISCLOSURE

    | (2) 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 3 below. |

  121. PAY VERSUS PERFORMANCE DISCLOSURE

    | (3) 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. |

  122. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Equity Values for PEO ($) (A) | Compensation Actually Paid to PEO ($) | | 2024 | 15,375,130 | (11,551,136) | 27,794,393 | 31,618,387 |

  123. 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 ($) (A) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 6,381,344 | (4,495,775) | 10,102,988 | 11,988,557 |

  124. 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: |

  125. 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 ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for 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 ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2024 | 17,358,165 | 9,674,438 | — | 761,790 | — | — | 27,794,393 |

  126. 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 ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | 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 ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 6,356,426 | 3,482,135 | — | 264,427 | — | — | 10,102,988 |

  127. PAY VERSUS PERFORMANCE DISCLOSURE

    | (4) 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, 2024. 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. |

  128. PAY VERSUS PERFORMANCE DISCLOSURE

    | (5) 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 2024. 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 2024 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 Consolidated Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. |

  129. 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 five most recently completed fiscal years.

  130. 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 five most recently completed fiscal years.

  131. 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 five most recently completed fiscal years. Consolidated Adjusted EBITDA is calculated using the definition of Adjusted EBITDA disclosed in our 2024 Annual Report on Form 10-K, adjusted to be on an organic, constant currency basis using each year’s planned exchange rates.