TRU

March 23, 2023

Dear Fellow Stockholders:

I am pleased to invite you to join our Board of Directors and senior leadership for our 2023 Annual Meeting of Stockholders (Annual Meeting), which will be held on Thursday, May 4, 2023, at 12:00 p.m. Central Daylight Time. Our Annual Meeting will be a virtual meeting of stockholders, which will be conducted via live audio webcast.

The attached Notice of Annual Meeting of Stockholders and proxy statement will serve as your guide to the business to be conducted at the meeting. We are also mailing a Notice of Internet Availability of Proxy Materials (Notice) to our stockholders. We believe the Notice process allows us to provide our stockholders with the information they desire in a timely manner, while saving costs and reducing the environmental impact of our Annual Meeting. The Notice contains instructions on how to access our 2022 Annual Report (which includes our 2022 Form 10-K), proxy statement and proxy card over the Internet, as well as instructions on how to request a paper copy of the materials, if desired.

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

We urge you to read the accompanying proxy statement carefully and to vote FOR the director nominees proposed by the Board of Directors and FOR proposals 2 and 3, in accordance with the recommendations of the Board of Directors.

On behalf of your Board of Directors, thank you for your confidence in TransUnion. We look forward to your continued support.

Chris Cartwright

President and CEO

555 West Adams Street

Chicago, Illinois 60661

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on Thursday, May 4, 2023

12:00 p.m. Central Daylight Time

The 2023 Annual Meeting of Stockholders of TransUnion (Annual Meeting) will be held at 12:00 p.m. Central Daylight Time on Thursday, May 4, 2023. We believe that a virtual meeting provides expanded access, improved communication and cost savings for our stockholders and TransUnion. Stockholders will be able to attend and listen to the Annual Meeting live, submit questions and vote their shares electronically at the Annual Meeting from virtually any location around the world. In order to attend and vote at the Annual Meeting, please follow the instructions in the section titled “Questions and Answers About the Annual Meeting” beginning on page 7.

We are holding the Annual Meeting for the following purposes:

The close of business on March 9, 2023 is fixed as the record date for the determination of stockholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof. A complete list of such stockholders will be available for examination, by any stockholder, at our offices in Chicago, Illinois during normal business hours for a period of ten days before the Annual Meeting. Please contact our Corporate Secretary, Rachel W. Mantz, at (312) 985-2000 if you wish to inspect the list of stockholders before the Annual Meeting.

We are pleased to take advantage of the U.S. Securities and Exchange Commission’s “Notice and Access” rule that allows us to provide stockholders with notice of their ability to access proxy materials via the Internet. Under this process, on or around March 23, 2023, we will begin mailing a Notice of Internet Availability of Proxy Materials (Notice) to certain of our stockholders informing them that our proxy statement, 2022 Annual Report (which includes our 2022 Form 10-K) and voting instructions will be available on the Internet as of the same date. The proxy statement will also be made available to all other stockholders on or around March 23, 2023. As more fully described in the Notice, all stockholders may choose to access our proxy materials via the Internet or may request printed materials.

By order of the Board of Directors,

Rachel W. Mantz

Senior Vice President, Deputy General

Counsel and Corporate Secretary

March 23, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

The Notice of the 2023 Annual Meeting, the proxy statement and our 2022 Annual Report

(which includes our 2022 Form 10-K) are available at: www.proxyvote.com

2023 Proxy Statement Contents

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TransUnion

555 West Adams Street

Chicago, Illinois 60661

(312) 985-2000

www.transunion.com

PROXY STATEMENT

For the 2023 Annual Meeting of Stockholders

We are furnishing you this proxy statement in connection with the solicitation of proxies by our Board of Directors (or “Board”) to be voted at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of TransUnion, a Delaware corporation, sometimes referred to as the “Company,” “we,” “us” or “our.” The Annual Meeting will be held on Thursday, May 4, 2023 at 12:00 p.m. Central Daylight Time virtually, via live audio webcast. You will be able to attend and listen to the Annual Meeting live, submit questions and vote your shares electronically at the Annual Meeting. In order to attend and vote at the Annual Meeting, please follow the instructions in the section titled “Questions and Answers About the Annual Meeting” beginning on page 7.

In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), we are providing our stockholders access to our proxy materials and other Annual Meeting materials on the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be mailed to our stockholders on or about March 23, 2023, unless a stockholder has previously requested printed materials. Stockholders will have the ability to access the proxy materials and our 2022 Annual Report (which includes our 2022 Form 10-K) on a website referred to in the Notice or request a printed set of the proxy materials to be sent to them by following the instructions in the Notice. The Notice contains instructions on how you can vote on the Internet or by telephone. You will need the 16-digit control number provided on the Notice or your proxy card (if applicable) to vote.

The Notice also provides instructions on how to inform us to send future proxy materials to you electronically by e-mail or in printed form by mail. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail or mail will remain in effect until you terminate it.

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PROXY STATEMENT SUMMARY

This proxy statement summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement and our 2022 Annual Report (which includes our 2022 Form 10-K) carefully before voting.     

Annual Meeting of Stockholders

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

Vote by telephone at 1-800-690-6903

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

Vote your shares during the Annual Meeting at www.virtualshareholder meeting.com/TRU2023

Voting Matters

Submitting Questions During the Annual Meeting

We are committed to ensuring, to the extent possible, that stockholders will be afforded the ability to participate at the virtual meeting similarly to how they would participate at an in-person meeting. As part of the Annual Meeting, we will answer questions following the presentation of each proposal to be voted on at the Annual Meeting, and will hold a live, online, 15-minute Q&A session, during which we intend to answer questions submitted before or during the Annual Meeting, as time permits. Questions must be confined to matters properly before the Annual Meeting and of general Company concern. We reserve the right to edit profanity or other inappropriate language, or to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. We kindly ask stockholders not to ask more than two questions in order to allow us to answer questions from as many stockholders as possible. Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/TRU2023.

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Technical Assistance During the Annual Meeting

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the login page at www.virtualshareholdermeeting.com/TRU2023. Please check in beginning at 11:45 a.m. Central Daylight Time on May 4, 2023, the day of the Annual Meeting, so we may address any technical difficulties before the Annual Meeting.

Corporate Governance Highlights

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

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Director Nominees – Key Facts

The following table provides summary information about each director nominee.⁽¹⁾ More detailed information about each director nominee’s background, skill set and experience can be found beginning on page 22.

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Executive Compensation Highlights

Executive Compensation Philosophy

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

Strong Stockholder Support

Our most recent Say-on-Pay vote was held at our 2022 Annual Meeting of Stockholders, and received 95.4% stockholder support. We believe this strong Say-on-Pay vote outcome demonstrates stockholder support for our executive compensation program.

Executive Compensation Payouts are Aligned with our Named Executive Officers’ (“NEOs”) and the Company’s Performance During 2022

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

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CEO TARGET PAY MIX

ALL OTHER NEOS’ TARGET PAY MIX

See “Compensation Discussion and Analysis” on page 45 and “Executive Compensation” on page 65 for additional details on our executive compensation programs.

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

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CORPORATE GOVERNANCE AND RELATED MATTERS

General

Our Board of Directors directs the management of our business and affairs, and also oversees our business on behalf of our stockholders. The Board and management recognize that the interests of TransUnion and its stockholders are advanced by responsibly addressing the concerns of multiple constituencies, including employees, consumers, customers and the communities in which we operate. Our Corporate Governance Guidelines support the Board in its oversight role and in fulfilling its obligation to stockholders.

Our Corporate Governance Guidelines address, among other things:

The NCG Committee regularly reviews our Corporate Governance Guidelines and recommends modifications of these guidelines to the Board when appropriate, including when NYSE and SEC regulations require changes.

You can find our Corporate Governance Guidelines on our Investor Relations website, investors.transunion.com, on the “Leadership—Environmental, Social and Governance Documents” page.

Company Structure; Board Composition

TransUnion was formed by affiliates of Goldman, Sachs & Co. LLC and Advent International Corporation on February 15, 2012. Our stock trades on the NYSE under the ticker “TRU.”

Our Third Amended and Restated Certificate of Incorporation provides for an unclassified Board of Directors. At the Annual Meeting, all director nominees elected by our stockholders will be elected to hold office for a term of one year, or until their successors are duly elected and qualified.

Board Leadership Structure and Role of Board in Risk Oversight

Board Leadership Structure

Our Board of Directors is currently led by Ms. Pamela Joseph, our Non-Executive Chairperson. Whenever the Chairperson of the Board is also the CEO or is a director who does not otherwise qualify as an “independent director,” the independent directors will elect from among themselves a Lead Director of the Board. Following nomination by the NCG Committee, each independent director will be given the opportunity, by secret ballot, to vote in favor of a Lead Director nominee or to write in a candidate of his or her own. The Lead Director will be elected by a plurality and will serve until the Board meeting immediately following the next annual meeting of stockholders, unless otherwise determined by the Board. Since the CEO position is currently separate from our Chairperson position, we do not have a Lead Director at this time.

We believe that the separation of the Chairperson and the CEO roles is appropriate for us at this time. The Board believes that this leadership structure is appropriate because it strikes an effective balance between management and independent director participation in the Board process. The Non-Executive Chairperson role allows our

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President and CEO to focus on his management responsibilities in leading the business, setting our strategic direction and optimizing our performance and operations. At the same time, the Non-Executive Chairperson can focus on Board leadership, provide guidance to the CEO, and focus on corporate governance and our overall business strategy. The Board believes that the separation of functions between the CEO and the Non-Executive Chairperson of the Board provides independent leadership of the Board in the exercise of its oversight responsibilities, increases the accountability of the CEO and creates transparency into the relationship among executive management, the Board and our stockholders.

Role of the Board in Risk Oversight

The Board of Directors has extensive involvement in the oversight of risk management related to TransUnion and our business, which is implemented through regular reporting to the Board by the Audit Committee and Risk and Compliance Committee. The Risk and Compliance Committee was established in July 2022 and its responsibilities include providing oversight and advice to the Board regarding: (1) the identification, evaluation, oversight and mitigation of material risks to TransUnion; and (2) our risk assessment and enterprise risk management framework.

The Audit Committee reviews our accounting, reporting and financial practices, including the quality and integrity of our financial statements and our financial reporting and disclosure practices, the soundness of our internal controls for finance and accounting, and, together with the Risk and Compliance Committee, our compliance with applicable legal and regulatory requirements. The Audit Committee reviews and discusses with management, our independent auditor and the Risk and Compliance Committee, our guidelines and policies governing the process by which risk assessment and enterprise risk management is undertaken, including our major financial and other risk exposures, and the steps management has taken to monitor and mitigate the risk of such exposures. The Audit Committee also periodically reviews with management (including the Chief Legal Officer and Chief Risk and Compliance Officer) and our independent auditor, any correspondence with, or other action by, regulators or governmental agencies, and any employee complaints, submissions or published reports that raise concerns regarding our financial statements, accounting or auditing matters, or compliance with law or our Code of Business Conduct.

Responsibilities of the Risk and Compliance Committee include oversight of the Company’s management of risks, as outlined in the Risk Taxonomy approved by our Enterprise Risk Management Committee (“ERMC”), assessment of the quality and effectiveness of our capabilities, policies and controls (including the methods of identifying, assessing, monitoring and mitigating such risks), and review of our enterprise risk management framework, enterprise risk appetite, compliance infrastructure and material risk exposures. The ERMC is chaired by our Chief Risk and Compliance Officer and consists of our Chief Executive Officer and his direct reports. Upon the recommendation of the Risk and Compliance Committee, the Board approved our Global Risk Appetite Statement, which summarizes our approach to taking, managing and responding to risks, and provides parameters to guide management on risk decisions. The Risk and Compliance Committee also oversees the quality and effectiveness of our information security framework, including capabilities, policies and controls, and methods for identifying, assessing and mitigating information and cybersecurity risks, and assesses the effectiveness of our management of information security-related risks. The committee also meets periodically with our Chief Legal Officer, Chief Risk and Compliance Officer and other appropriate legal, risk or compliance staff to review any legal matters that may have a material impact on our business or operating strategy.

As described above, through regular meetings with management, including the finance, legal, risk and compliance and internal audit functions, the Audit Committee and Risk and Compliance Committee review and discuss the significant areas of risk to our business and summarize for the Board areas of compliance risk and appropriate mitigating factors. In addition, our Board receives periodic detailed operating performance reviews from management.

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Executive Sessions of the Board

Our non-management directors regularly meet in executive session without management present. Ms. Joseph, our Board Chairperson, presides at such sessions.

Director Independence

Our Board of Directors has affirmatively determined that each of Mses. Clark, Joseph and Zukauckas, Dr. Awad and Messrs. Bosworth, Dia, Fradin, Kumar, Monahan and Prozes has no material relationship with the Company and qualifies as an independent director under the standards established by NYSE, as currently in effect.

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

The purpose of the independence review by our Board is to determine whether any such relationships or transactions were material and, therefore, inconsistent with a determination that the director or director nominee is independent. As a result of its review of our nominees for director, the Board determined that Mses. Clark, Joseph and Zukauckas, Dr. Awad and Messrs. Bosworth, Dia, Fradin, Kumar and Monahan are independent under NYSE rules. Mr. Cartwright does not qualify as an independent director because he is currently the President and CEO of the Company, and Mr. Gottdiener does not qualify as an independent director because he was employed by the Company within the past three years. There are no family relationships between any of the nominees for director or between any nominee and any executive officer of our Company.

Mandatory Retirement

Any director who reaches age 75 while in office must resign when he or she reaches the age of 75. A director elected to the Board before his or her 75th birthday may continue to serve until the later of (1) the expiration of the director’s then-current term and (2) the annual stockholders’ meeting coincident with or next following his or

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her 75th birthday. On the recommendation of the NCG Committee, the Board may waive this requirement as to any director if it deems such waiver to be in the best interest of the Company.

No Term Limits

The Board believes we benefit from the service of directors who have developed, through valuable experience over time, an increasing insight into the Company and its operations. The NCG Committee will review periodically the appropriateness of each director’s continued service.

Stockholder Engagement

We employ a broad stockholder engagement program that provides management and our Board with valuable insight and feedback from investors throughout the year. During 2022, senior management engaged with stockholders representing more than 65% of our outstanding common stock and with more than 80% of actively managed shares. Throughout the year, we also reached out to some of our largest stockholders to specifically understand their environmental, social and governance-related expectations.

Adoption of Proxy Access Bylaw

Based on stockholder feedback, the Board has committed to adopting, prior to the 2024 Annual Meeting of Stockholders, a proxy access provision through an amendment to our Fourth Amended and Restated Bylaws (“Bylaws”). The new bylaw will enable an eligible stockholder, or a group of eligible stockholders, owning at least three percent of our outstanding common stock continuously for at least three years, to nominate and include in our proxy materials director nominees constituting up to the greater of two nominees or 20% of the number of directors on the Board that the common stockholders are entitled to elect, provided that the stockholders and the nominees satisfy the requirements in our Bylaws.

Communications with Directors

We have established a process for communications with directors. All interested parties (including our stockholders) who would like to communicate with, or otherwise make their concerns known directly to the chairperson of any of our Board committees, or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to the Executive Vice President, Chief Legal Officer (Heather Russell, heather.russell@transunion.com), 555 West Adams Street, Chicago, Illinois 60661, who will forward such communications to the appropriate party. Such communications may be made confidentially or anonymously.

Meetings and Meeting Attendance

During 2022, each of our directors attended at least 75% of the Board and Board committee meetings on which he or she served (held during the period that such director served). Our Board of Directors met eight times during 2022. Directors are expected to attend our annual stockholders’ meeting. For our 2022 Annual Meeting of Stockholders, all members of our Board who were then-serving attended the meeting.

Sustainability Overview

We are dedicated to making meaningful, positive contributions to the world and the communities we serve. We are making an impact through our commitments in advancing underrepresented people, enabling life-changing access to credit in mature and emerging markets, and using trended data to help consumers improve their access to credit.

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Sustainability Oversight

At the Board level, TransUnion’s sustainability program (including climate change and other environmental, social and governance (“ESG”) related risks and matters) is overseen by the NCG Committee. The NCG Committee receives updates from management on such matters on a quarterly basis. Sustainability risk is also considered in our enterprise risk management framework. The Risk and Compliance Committee oversees the risk management framework and the assessment of the degree to which risks, including climate-related risks, are potentially impactful for our operations, business and financial health. TransUnion’s Sustainability Office expects to complete a standalone climate risk assessment in 2023 with participation from leaders in risk, compliance, legal, finance and operations.

Determining ESG Key Topics

We focus our ESG efforts on issues that are important to our business and to our key stakeholders. In 2021, we conducted our first global ESG key topics assessment, which confirmed the importance of various cybersecurity, privacy and corporate governance matters to our stakeholders. The assessment also reviewed the importance of TransUnion continuing to focus efforts on enhancing financial inclusion, employee wellness, diversity, equity and inclusion, and climate change.

Sustainability Program

We maintain a sustainability program on the ESG issues most salient to our business and measure our progress in these areas. As discussed below, our sustainability program focuses on enhancing financial inclusivity; maintaining robust corporate governance, compliance and securities programs; supporting our diverse workforce and the communities in which we do business; and addressing climate change.

Financial Inclusion

Our business, at its core, is grounded in increasing financial inclusion and economic opportunity. As a pioneer in alternative and trended credit data, we leverage the data assets we steward to help create a more robust picture of consumers whose credit risk can be difficult to accurately assess using only traditional methods. We also foster consumer empowerment, engagement and education through our various partnerships, credit monitoring tools and charitable contributions. We underpin our financial inclusion efforts with policy advocacy and research.

We are committed to increasing financial inclusion and strive to provide accurate credit reporting and scoring. We seek to add one billion consumers to the credit economy by enhancing existing scoring methods and helping the underbanked gain access to mainstream lending and the modern economy. We are working towards this goal by enhancing existing and creating new products that help underserved communities access the credit economy. We partnered with the NAACP and MoCaFi to support credit education for underrepresented communities, as well as HomeFree-USA to support first-time homeownership for underrepresented communities. In our 2022 Sustainability Report, we detail our impact in multiple regions advancing inclusion with new product offerings and inclusion partnerships. For the avoidance of doubt, neither our 2022 Sustainability Report nor any disclosures included on our corporate website are incorporated by reference into this proxy statement or otherwise included herein.

Governance, Compliance and Security

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

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People, Social Innovation and Communities

Our talented, highly trained employees bring their experience, perspective and creativity to their teams around the world. We support our employees by providing competitive benefits and development opportunities. Our workforce is comprised of approximately 12,200 knowledgeable and passionate employees around the world.

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We value our people and communities, and work diligently to provide expanded opportunities in and outside the workplace. We are dedicated to providing a welcoming, diverse, inclusive and growth-oriented work environment that enables all our people to reach their full potential. We also strive to expand just and equitable economic inclusion of all communities, providing the foundation for enhanced quality of life.

Climate Change and Energy Use

We are committed to reducing our environmental impact through efficiency and resource use reduction. The greatest impact we have on the environment comes from our data centers and resources consumed for our offices.

Climate change continues to be a key issue for companies worldwide. In 2021, in partnership with an external consultant, we completed a survey of our greenhouse gas (“GHG”) emissions and designed climate change commitments. We set two climate change targets in 2021: reaching operational net zero Scope 1 and Scope 2 GHG emissions by 2025; and 30 percent reductions on leased real estate Scope 3 emissions by 2030, using 2019 as a baseline. Currently, we consider our Scope 2 GHG emissions to be those indirect emissions from our owned (as distinct from our leased properties); however, our approach to measuring, assessing and categorizing our GHG emissions may shift in the future. Currently, our plan for achieving these reduction targets is to utilize renewable energy purchases, an environmentally-friendly cloud migration, and our real estate consolidation strategy. For emissions that TransUnion is unable to reasonably avoid, we expect to mitigate our impact through annual offset purchases until we reach our target.

In the fourth quarter of 2022, we completed our first purchases; we purchased renewable energy credits to cover our Scope 2 emissions, as well as carbon offsets covering our Scope 3 emissions. Since setting our targets, we have eliminated our Scope 1 emissions through real estate divestment decisions. Also in 2022, we began a study of potential climate risks with the assistance of an external consultant. We reviewed industry peer disclosures and best practices. In 2023, we will continue our climate risk study, developing a climate risk framework and validating our climate risks with our stakeholders. In an effort to drive efficiency, we continue to implement our real estate consolidation of office spaces and certain of our teams and operations transitioned to other nearby office buildings or fully remote work. Going forward, we continue to assess how and where office location efficiencies can be gained across the more than 30 countries where we have a physical presence.

We seek to limit our environmental impact and support responsible resource use. Reducing our energy and resource use lowers our operational costs and climate change impact, helping to promote the well-being of our

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communities and our associates. More information on our sustainability practices is available in our 2022 Annual Report on Form 10-K and our 2022 Sustainability Report. As discussed above, our 2022 Sustainability Report is not incorporated herein by reference.

Considerations for Board Nominees

When considering whether directors and nominees have the experience, qualifications, attributes and skills to enable our Board of Directors to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focused primarily on each person’s background and experience as reflected in the information discussed below in the section titled “Background and Experience of Directors” and each of the directors’ individual biographies. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

Our NCG Committee is responsible for reviewing the qualifications of potential director nominees and recommending to the Board candidates to be nominated for election to the Board, and whether members of the Board should stand for reelection. Our Corporate Governance Guidelines and NCG Committee Charter set forth the selection criteria for evaluating potential director nominees, including, but not limited to, a potential candidate’s strength of character, mature judgment, industry knowledge or experience, independence of thought, ability to work collegially with other members of the Board and any other factors the NCG Committee considers appropriate, including the NCG Committee’s and the Board’s commitment to actively seeking out highly qualified women and individuals from minority groups to include in the pool from which new Board candidates are chosen. Each individual is evaluated in the context of the Board as a whole, with the objective of recommending a group that can best perpetuate the success of our business. The NCG Committee will evaluate the effectiveness of this policy by continuing to review the makeup of our Board, including women and ethnically and racially diverse directors and nominees. In July 2022, our Board of Directors fulfilled its commitment to nominate, prior to December 31, 2022, at least one racially or ethnically diverse director to serve as a member of the Board.

The NCG Committee also considers diversity broadly to include differences of professional experience, viewpoint, individual characteristics, qualities and skills, resulting in naturally varying perspectives among the directors. Important individual qualifications for our directors include strength of character, mature judgment, familiarity with our business and industry, independence of thought and an ability to work collegially. The NCG Committee considers candidates with demonstrated skills or experience in the following areas, among others: business or regulatory acumen, industry knowledge and experience, relevant career experience and financial experience. 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.

Board Evaluations

Our Board and each of its committees performs an annual self-assessment to evaluate their effectiveness in fulfilling their respective obligations. For the Board self-evaluation, each director provides responses to a written questionnaire, and the Chairperson of the Board reviews the results. Topics in the 2022 assessment included a review of the Board’s roles and responsibilities, meetings, compensation, access to information, Board

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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.

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.

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Background and Experience of Directors

Our director nominees reflect a wide range of diverse backgrounds, skills and experiences, ranging from government relations to several current and former CEOs from varying industries. We believe that identifying the primary skills of our directors provides a meaningful representation of the balance of skills of our Board as a whole. Our directors’ diverse viewpoints and unique experiences enhance the quality of our Board’s discussions and the ability to execute on our business strategy.

The table below, which is current as of March 9, 2023, 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.

Qualifications

Senior Leadership/CEO

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●

●

●

●

●

●

●

●

●

●

Global Technology

●

●

●

●

●

●

●

●

●

Data Analytics; Privacy

●

●

●

●

●

●

●

●

●

Risk Management and Regulatory

●

●

●

●

●

●

●

●

Cybersecurity

●

●

●

●

●

●

●

Corporate Governance

●

●

●

●

●

●

●

Finance and Accounting

●

●

●

●

●

●

●

Global Perspective

●

●

●

●

●

●

●

●

●

●

●

TU Industry Knowledge

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●

●

●

●

●

●

Organizational Transformation

●

●

●

●

●

●

●

●

●

Sustainability/ESG

●

●

●

●

Demographics

Tenure (years)

9

2

3

5

<1

4

1

7

<1

5

<1

Age

62

53

57

55

58

67

58

64

51

56

61

Gender

M

M

M

F

M

M

M

F

M

M

F

Race/Ethnicity

Asian/Other Pacific Islander

●

Black/African American

●

White/Caucasian

●

●

●

●

●

●

●

●

●

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Director Nominee Biographies

The specific experience and qualifications of each our director nominees is described below. The age indicated for each of our director nominees is as of March 9, 2023. Eleven of our current directors will be seeking election at the Annual Meeting. Andrew Prozes, who is currently serving on our Board, will not stand for reelection and will retire from the Board, effective March 31, 2023. See “Proposal 1: Election of Directors” for more information.

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Board Committees

The standing committees of our Board of Directors consist of Audit; Compensation; Nominating and Corporate Governance; Mergers, Acquisitions and Integration; Risk and Compliance and Technology committees. We also have an Executive Committee of our Board. In July 2022, with the guidance of the NCG Committee, the Board reorganized its committee structure to better align with TransUnion’s business and operations. The Board established the Risk and Compliance Committee, which provides oversight of the Company’s management of risk and, together with the Audit Committee, oversees our compliance with legal and regulatory requirements. In July 2022, the Board also amended many of its committee charters to reflect realigned committee responsibilities. In addition, the Board renamed three of its committees to represent the revised mandates in their charters. The Audit and Compliance Committee was renamed the Audit Committee; the Mergers and Acquisitions Committee was renamed the Mergers, Acquisitions and Integration Committee; and the Technology, Privacy and Cybersecurity Committee was renamed the Technology Committee (together with the establishment of the Risk and Compliance Committee, the “Committee Reorganization”). The descriptions below give effect to the Committee Reorganization.

The Board has adopted written charters for each of its committees, which can be found on our Investor Relations website, investors.transunion.com, on the “Leadership—Environmental, Social and Governance Documents” page. Listed below are the members of each Board committee as of March 9, 2023. Andrew Prozes, who currently serves on our Board, will not stand for reelection and will retire from the Board, effective March 31, 2023. The Board has appointed Russell P. Fradin to serve as the Chairperson of the Compensation Committee, effective April 1, 2023, following Mr. Prozes’ retirement.

I = Independent

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I = Independent

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I = Independent

I = Independent

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I = Independent

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I = Independent

Code of Business Conduct

We have adopted a Code of Business Conduct that applies to all directors, officers and employees. You can find our Code of Business Conduct on our Investor Relations website, investors.transunion.com, on the “Leadership—Environmental, Social and Governance Documents” page, and a copy of the Code of Business Conduct may also be obtained free of charge upon a request directed to TransUnion, 555 West Adams Street, Chicago, Illinois 60661, Attn: Corporate Secretary.

In the event that the Company amends or waives any of the provisions of the Code of Business Conduct that applies to the Company’s Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer or Controller, and other senior financial officers performing similar functions, the Company intends to disclose the relevant information on its website.

Related Person Transactions

Related Person Transactions Policies and Procedures

Our Board of Directors has adopted a written Related Person Transaction Policy, which provides that any “Related Person Transaction” must be reviewed and approved or ratified in accordance with specified procedures. The term “Related Person Transaction” includes any transaction, arrangement or relationship, or series of similar transactions, arrangements or relationships, in which (1) the aggregate dollar amount involved exceeds $120,000 in any fiscal year, (2) the Company is, or is proposed to be, a participant, and (3) any person who is or was (since the beginning of the last fiscal year) a director, a nominee for director, an executive officer or a beneficial owner of more than five percent of any class of our voting securities, or a member of the immediate family of any such person, had, has or will have a direct or indirect material interest (other than solely as a result of being a director or being less than a five percent beneficial owner of another entity).

Our policy requires each director, nominee and executive officer to notify the Executive Vice President, Chief Legal Officer in writing of any Related Person Transaction in which the director, nominee, executive officer or an immediate family member has or will have an interest and to provide specified details of the transaction. The Executive Vice President, Chief Legal Officer will deliver a copy of the notice to the Audit Committee, which will then review the material facts of each proposed Related Person Transaction and approve, ratify or disapprove the transaction.

The vote of a majority of disinterested members of the Audit Committee is required for the approval or ratification of any Related Person Transaction. The Audit Committee may approve or ratify a Related Person Transaction if the Audit Committee determines, in its business judgment, based on the review of all available

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information, that the transaction is fair and reasonable to the Company, that there is a business or corporate interest supporting the Related Person Transaction, and that the Related Person Transaction is in the best interests of the Company.

In making this determination, the Audit Committee will consider, among other things:

The policy also contains categories of pre-approved transactions that the Board has identified as not having a significant potential for an actual or potential conflict of interest or improper benefit.

In any case where the Audit Committee determines not to approve or ratify a Related Person Transaction, the matter will be referred to the Executive Vice President, Chief Legal Officer for review and consultation regarding the appropriate disposition of such transaction, arrangement or relationship including, but not limited to, termination of the transaction or rescission or modification of the transaction in a manner that would permit it to be ratified and approved.

Agreements with Related Persons

We purchase and use software produced by Dremio Corporation (“Dremio”) as part of our shared analytics ecosystem and also as a backend for our external offering, PRAMA. Mr. Bosworth served as the Chief Executive Officer of Dremio from February 2020 until February 2023. We renewed our license with Dremio during 2022 and paid a total of approximately $235,000 to Dremio for software licenses and support services during the year. This transaction was approved by the Audit Committee pursuant to our Related Person Transaction Policy.

Compensation Committee Interlocks and Insider Participation

Messrs. Prozes (Chairperson), Bosworth, Kumar and Monahan and Ms. Joseph were members of the Compensation Committee during 2022. None of these individuals is or has been an officer or employee of the Company or is serving or has served as a member of the compensation committee of another entity that has an executive officer serving on our Compensation Committee. None of our executive officers serves on the board of directors or as a member of the compensation committee of another entity at which a member of our Compensation Committee or Board of Directors serves as an executive officer.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our common stock as of March 9, 2023, by:

The information below is based on a total of 193,165,639 shares of our common stock outstanding as of March 9, 2023.

To our knowledge, unless otherwise disclosed in the footnotes to this table, and subject to applicable community property laws, we believe that the persons named in the table have sole voting and investment power with respect to their beneficially owned common stock.

Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof, or has the right to acquire such powers within 60 days. Shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 9, 2023 are deemed to be outstanding for calculating the percentage ownership of the person holding the options, but are not deemed outstanding for the purposes of calculating the percentage ownership of any other person. Unless otherwise indicated in the table or footnotes below, the address for each beneficial owner is c/o TransUnion, 555 West Adams Street, Chicago, Illinois 60661.

* Less than 1%.

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Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act and the rules of the SEC require our directors, executive officers and persons who own more than 10% of our common stock to file reports of their ownership and changes in ownership of our common stock with the SEC. As a practical matter, we assist our directors and officers by monitoring transactions and completing and filing Section 16 reports on their behalf. Based solely on our review of the reports filed during 2022 and related written representations, we determined that no director, executive officer or beneficial owner of more than 10% of our common stock failed to file a report on a timely basis during 2022.

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PROPOSAL 1: ELECTION OF DIRECTORS

Upon the recommendation of the Nominating and Corporate Governance Committee, our Board has nominated the eleven people named below for election as directors at our Annual Meeting. Each of the nominees for director has agreed to be named in this proxy statement and to serve as a director if elected.

Nominees:

Dr. George M. Awad

William P. (Billy) Bosworth

Christopher A. Cartwright

Hamidou Dia

Suzanne P. Clark

Russell P. Fradin

Charles E. Gottdiener

Pamela A. Joseph

Thomas L. Monahan, III

Ravi Kumar Singisetti

Linda K. Zukauckas

If elected, each of the eleven director nominees will serve a term of one year on our Board, until our 2024 Annual Meeting of Stockholders or until their successors are duly elected and qualified in accordance with our Bylaws.

The affirmative vote of a majority of votes (meaning the number of shares voted “FOR” a nominee must exceed the number of shares voted “AGAINST” such nominee) cast virtually or represented by proxy and entitled to vote at the Annual Meeting will elect each of the eleven nominees for a one-year term. If any nominee for director receives a greater number of votes “AGAINST” his or her election than votes “FOR” such election, our Corporate Governance Guidelines provide that such person shall tender to the Board his or her resignation as a director. The NCG Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken, and, taking into account the recommendation of the NCG Committee, the Board will determine whether to accept or reject such resignation, or what other action should be taken, within 90 days from the date of the certification of election results. We will publicly disclose any such decision by the Board with regard to any director’s resignation. Unless instructions to the contrary are given, all properly delivered proxies will be voted “FOR” the election of these eleven nominees as directors.

In the event that any nominee for any reason is unable to serve, or for good cause will not serve, the proxies will be voted for such substitute nominee as our Board may determine. We are not aware of any nominee who will be unable to serve, or for good cause will not serve, as a director.

The relevant experiences, qualifications, attributes and skills of each nominee that led our Board to recommend each of the above persons as a nominee for director are described in the section titled “Background and Experience of Directors.”

The Board of Directors recommends a vote “FOR” each of the foregoing nominees to serve as a director for a one-year term.

Director Compensation

The following table discusses the compensation earned by our non-employee directors in 2022. During 2022, all of our non-employee directors were independent other than Mr. Gottdiener. Mr. Cartwright, our President and CEO, is not included in the table below because he did not receive any additional compensation for his service on the Board. Mr. Cartwright’s 2022 compensation is presented in the “Summary Compensation Table—2022” found on page 65. Ms. Zukauckas is not included in the table below because she did not serve

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on the Board in 2022. Ms. Zukauckas is compensated in accordance with TransUnion’s standard compensation policies and practices for the non-employee members of the Board.

The Compensation Committee annually reviews non-employee director compensation with its independent compensation consultant, FW Cook, to confirm that pay is aligned with the market and that of our comparator companies used for executive compensation benchmarking, but is not excessive.

After its annual compensation review in May 2022, upon the recommendation of FW Cook, the Compensation Committee recommended, and the Board approved, a $35,000 increase in the annual Board Chairperson Fee (from $115,000 to $150,000) under our non-employee director compensation program, effective in the third quarter of 2022, to align with comparator companies. Additionally, in August 2022, the Compensation Committee approved the compensation for the newly formed Risk and Compliance Committee with an annual Committee Chairperson Fee of $20,000 and an annual Committee Member fee of $10,000.

In 2022, our non-employee directors were eligible for the annualized compensation amounts described below. The non-employee directors are paid on a quarterly basis for their service on our Board of Directors and Committees:

In addition, in 2022, our non-employee directors received restricted stock grants with a target grant value of $170,000 under our Amended and Restated 2015 Omnibus Incentive Plan (the “2015 Amended 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 2022 is shown in the table below. As discussed above, the Board established its Risk and Compliance Committee in July 2022. The fees shown in the table below reflect the compensation amounts earned by the members of the Risk and Compliance Committee, which have been prorated for their service on the committee in the third and fourth quarters of 2022.

Non-Employee Director Compensation Table – 2022

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Stock Ownership Requirements

We maintain a formal stock ownership policy requiring all non-employee directors to hold TransUnion common stock, which includes unvested restricted stock, in an amount equal to five times the Board of Directors’ annual retainer. To attain the desired multiple, each director must retain 75% of the after-tax value of his or her shares received pursuant to any equity grant after January 1, 2016, until such multiple is achieved. All applicable directors have met their stock ownership requirements as of December 31, 2022, except for Messrs. Dia, Gottdiener and Kumar, who were appointed to the Board in 2022, and Mr. Bosworth, who was appointed to the Board in 2020. Ms. Zukauckas, who was appointed to the Board effective January 31, 2023, also has not met her stock ownership requirements.

Business Expenses

The non-employee directors are reimbursed for their business expenses related to their attendance at our meetings, including room, meals and transportation to and from Board and committee meetings. On rare occasions, a director’s spouse may accompany a director when traveling on TransUnion business.

Director and Officer Liability (“D&O”) Insurance

D&O insurance insures our individual directors and officers against certain losses that they are legally required to bear as a result of their actions while performing duties on our behalf. Our D&O insurance policy does not break out the premium for directors versus officers and, therefore, a dollar amount cannot be assigned to the coverage provided for individual directors.

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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of our Board has appointed the independent registered public accounting firm of PricewaterhouseCoopers LLP to audit our consolidated financial statements for the year ending December 31, 2023. We are not required under SEC regulations to submit this proposal. However, the Board believes it is appropriate and a good corporate governance practice to do so.

Ratification of Appointment of PricewaterhouseCoopers LLP

The ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2023 will be approved if a majority of the shares present or represented at the Annual Meeting and entitled to vote on the proposal are cast “FOR” the proposal. Unless instructions to the contrary are given, all properly delivered proxies will be voted “FOR” ratification.

If the appointment is not ratified by the stockholders, the Audit Committee will consider the appointment of a different independent registered public accounting firm.

A representative of PricewaterhouseCoopers LLP is expected to be present at the virtual Annual Meeting, will be offered the opportunity to make a statement if such representative desires to do so and will be available to respond to appropriate questions.

The Board of Directors recommends a vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2023.

Audit and Related Fees

The following table sets forth fees for audit services rendered by PricewaterhouseCoopers LLP for the audit of our annual financial statements and fees billed for other services for the years ended December 31, 2022 and 2021:

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Our Audit Committee has established guidelines to approve services and fees for any non-audit services to be provided by our independent registered public accounting firm, all in accordance with applicable laws, regulations and rules. The Audit Committee may delegate authority to one or more independent members of the Audit Committee to grant pre-approvals of audit and permitted non-audit services, provided that any such pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting.

Notwithstanding the foregoing, pre-approval is not necessary for minor non-audit services if: (i) the aggregate amount of all such non-audit services provided constitutes not more than five percent of the total amount of revenue paid by TransUnion to our independent auditor during the fiscal year in which the non-audit services are provided; (ii) such services were not recognized by TransUnion at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee or by one or more members of the Audit Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Audit Committee.

Audit Committee Report

The Audit Committee of our Board of Directors currently consists of the directors whose names appear below. Each member of the Audit Committee is “independent” and meets the financial literacy requirements of NYSE’s listing standards. The primary purposes of the Audit Committee are to assist the Board in monitoring:

The Audit Committee is responsible for appointing, retaining and terminating our independent registered public accounting firm and also performs the specific functions set forth in its charter, which is available on our website.

The Audit Committee has reviewed and discussed with TransUnion’s management and PricewaterhouseCoopers LLP, TransUnion’s independent registered public accounting firm, the audited financial statements of TransUnion included in its Annual Report on Form 10-K for the year ended December 31, 2022.

The Audit Committee has discussed with TransUnion’s independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. The Audit Committee also has received and reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with PricewaterhouseCoopers LLP such independent registered public accounting firm’s independence.

Based on the review and discussions referred to above, the Audit Committee recommended to our Board of Directors that the audited financial statements be included in TransUnion’s Annual Report on Form 10-K for the year ended December 31, 2022 for filing with the SEC.

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This report is submitted on behalf of the Audit Committee.

Thomas L. Monahan, III, Chairperson

George M. Awad, Committee Member

Suzanne P. Clark, Committee Member

Hamidou Dia, Committee Member

Linda K. Zukauckas, Committee Member

The foregoing Audit Committee Report is not soliciting material, is not deemed filed with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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PROPOSAL 3: NON-BINDING ADVISORY VOTE TO APPROVE

NAMED EXECUTIVE OFFICER COMPENSATION

As discussed in the section titled “Compensation Discussion and Analysis,” which begins on page 45 of this proxy statement, the Board believes that our long-term success depends largely on the talents of our employees. Our compensation program plays a significant role in our ability to attract, retain and motivate the highest quality employees. The Board believes that our current compensation program directly links executive compensation to performance and the achievement of strategic goals, and aligns the interests of our executive officers with those of our stockholders.

This proposal provides stockholders with the opportunity to cast a non-binding advisory vote to approve the compensation program. This non-binding advisory vote is commonly referred to as a “say-on-pay” vote. The “say-on-pay” vote is being provided pursuant to SEC regulations. While the vote does not bind the Board to any particular action, the Board values the input of the stockholders, and will take into account the outcome of this vote in considering future compensation arrangements.

The Board encourages you to review carefully the sections titled “Compensation Discussion and Analysis” beginning on page 45 and “Executive Compensation” beginning on page 65, and to cast a non-binding advisory vote to approve our executive compensation programs through the following resolution:

“RESOLVED, that the compensation paid to TransUnion’s named executive officers, as disclosed in the 2023 proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

Following the Company’s 2022 annual meeting of stockholders, based on the results of the advisory stockholder vote held at the 2022 annual meeting of stockholders regarding the frequency of future “say-on-pay” votes, the Board determined “1 YEAR” as the frequency of our future say-on-pay votes. Unless the Board modifies its determination on the frequency of future “say-on-pay” advisory votes, the next say-on-pay vote will be held at the annual meeting of stockholders in 2024.

The compensation of our named executive officers as disclosed in this proxy statement will be approved, on a non-binding advisory basis, if a majority of the shares present or represented at the Annual Meeting and entitled to vote on the proposal are cast “FOR” the proposal. Unless instructions to the contrary are given, all properly delivered proxies will be voted “FOR” the approval of the compensation of our named executive officers.

The Board of Directors recommends that you vote “FOR” the approval, on a non-binding advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement.

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COMPENSATION DISCUSSION AND ANALYSIS

The information contained in this Compensation Discussion and Analysis (“CD&A”) describes the material elements of compensation paid or awarded to our principal executive officer, principal financial officer, and our three other most highly compensated executive officers (collectively, our “named executive officers” or “NEOs”) for the fiscal year ended December 31, 2022.

For 2022, our NEOs were:

In the Executive Summary section of this CD&A, we highlight our:

In the remainder of this CD&A, we describe:

Executive Summary

2022 Business Results

TransUnion is a global information and insights company with over 12,000 associates operating in more than 30 countries. We make trust possible by ensuring each person is reliably represented in the marketplace. Through our acquisitions and technology investments we have developed innovative solutions that extend beyond our strong foundation in core credit into areas such as marketing, fraud, risk and advanced analytics. As a result, consumers and businesses can transact with confidence and achieve great things. We call this Information for Good^®.

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A summary of our consolidated results as reported in our 2022 Annual Report on Form 10-K, filed with the SEC on February 14, 2023, is as follows:

The results of operations for 2022 compared with 2021 were significantly impacted by our recent acquisitions in the U.S. Markets and Consumer Interactive segments and various macroeconomic factors as further discussed in our 2022 Annual Report on Form 10-K.

Constant currency growth rates assume that foreign currency exchange rates are consistent between years. This allows financial results to be evaluated without the impact of fluctuations in foreign currency exchange rates. Our consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). In addition to GAAP measures, we use the non-GAAP measures of Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin and Adjusted Diluted Earnings per Share as supplemental measures of our operating performance. For a more detailed explanation of why we present these measures, and how we calculate these non-GAAP measures and the reconciliation of these non-GAAP measures to their nearest GAAP measures, see our 2022 Annual Report on Form 10-K, under the heading “Non-GAAP measures—Twelve Months Ended December 31, 2022, 2021 and 2020.”

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2022 Annual Incentive Plan Performance

The following highlights the consolidated financial performance results used for our 2022 annual incentive plan. Our Defined Consolidated Adjusted EBITDA was $1,363.0 million, resulting in a payout of 51.8% of target, our Defined Consolidated Revenue was $3,745.6 million resulting in a payout of 47.5% of target and our Defined Adjusted Diluted Earnings per Share was $3.67, resulting in no payout under this metric. For Messrs. Cartwright, Cello, Achanta and Dhar, Defined Consolidated Adjusted EBITDA has a 45% weighting and Defined Consolidated Revenue has a 20% weighting. For Mr. Chaouki, Defined Consolidated Adjusted EBITDA has a 20% weighting, Defined U.S. Markets Adjusted EBITDA has a 25% weighting and Defined U.S. Markets Revenue has a 20% weighting. For all NEOs, Defined Adjusted Diluted Earnings Per Share has a 20% weighting. Our 2022 annual incentive plan, including the business unit level financial objectives, individual objectives, applicable weightings and achievement is discussed in greater detail beginning on page 55 in the section titled “2022 Executive Compensation Program—Annual Incentive Plan.”

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2020 PSU Performance

The following highlights the performance results for our 2020-2022 Performance Share Units (“PSUs”) granted in February 2020 with a performance period of January 1, 2020 to December 31, 2022 (the “2020 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 2022 annual incentive plan as discussed above. For purposes of this section, references to Cumulative Adjusted EBITDA, Cumulative Revenue and Relative TSR shall have the meanings ascribed to them in the grant agreements. Overall, our Cumulative Adjusted EBITDA over the performance period was $3,297.8 million, resulting in a payout of 65%. Our Cumulative Revenue over the performance period was $8,358.2 million resulting in a payout of 73%. Our Relative TSR performance over the performance period was at the 24th percentile resulting in no payout under this metric. For our 2020 PSUs, Cumulative Adjusted EBITDA has a 45% weighting, Cumulative Revenue has a 20% weighting, and Relative TSR has a 35% weighting, resulting in an overall weighted payout of 43.85%.

Our PSU performance is discussed in greater detail beginning on page 60 in the section titled “2022 Executive Compensation Program—Long-Term Incentive Plan—2020 PSU Performance.”

2022 Executive Compensation Program Actions, Results and Changes

We took the following actions with respect to our NEOs and executive compensation program in 2022:

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

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Executive Compensation Philosophy & Practices

Our executive compensation program is based on a philosophy that aligns the interests of our executives and stockholders. The following are key objectives of our compensation philosophy, which are used to guide the Compensation Committee in making compensation decisions. These objectives are evaluated to confirm the appropriateness of each objective in light of the overall corporate strategy and market practices.

In support of this philosophy, the Compensation Committee:

Most Recent Say-on-Pay Voting Results

At our 2022 Annual Meeting of Stockholders, the stockholders approved, on a non-binding advisory basis, holding a non-binding advisory vote to approve the executive compensation of the NEOs on an annual basis (the “Say-on-Pay vote”). Our most recent Say-on-Pay vote was held at our 2022 Annual Meeting of Stockholders, and received 95.4% stockholder support. We believe this strong Say-on-Pay vote outcome shows support for the program and no changes have been made to the current program design as a result of the most recent Say-on-Pay vote. As discussed in this proxy statement, at our Annual Meeting, we will be conducting a non-binding Say-on-Pay vote.

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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 2022, 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 2022, 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 general market practices 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:

Overview of 2022 Target Compensation Mix

The Compensation Committee annually reviews the CEO’s and other NEOs’ compensation. Through this process, the Compensation Committee evaluates all elements of target total compensation against a pre-determined group of companies (as described below in the section titled “Market Analysis and Benchmarking”). As noted in the following section, there is a significant emphasis on performance-based components of compensation. For additional detail on each compensation component, please see the sections below titled “2022 Executive Compensation Program—Base Salary,” “2022 Executive Compensation Program—Annual Incentive Plan” and “2022 Executive Compensation Program—Long-Term Incentive Plan.”

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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’ 2022 target total compensation (i.e., target annual incentive, RSUs and PSUs) is linked to Company performance and aligned with the interests of our stockholders and considered “at-risk”: 91% for the CEO and 81% for our other NEOs.

CEO 2022 TARGET PAY MIX⁽¹⁾

ALL OTHER NEOS’ 2022 TARGET PAY MIX⁽¹⁾

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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 greater detail below:

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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 2022, the benchmarking process for all of our NEOs is described below.

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 2022.

Based on the above methodology, the evaluation resulted in no changes to our Custom Comparator Group.

2022 Executive Compensation Program

Base Salary

Each NEO receives an annual base salary as compensation for services rendered in the NEO’s position during the year. The Compensation Committee annually evaluates the performance of the CEO and determines his base salary in light of his goals and objectives, individual performance and competitive market data. The Compensation Committee also, at least annually, reviews each other NEO’s base salary based on a

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recommendation from the CEO, with input from our EVP, Chief Human Resources Officer, and adjusts the NEO’s base salary when appropriate. In general, the CEO recommends a base salary increase for the other NEOs when supported by additional responsibilities, strong individual performance or changes in competitive market data.

In January 2022, Mr. Achanta received a base salary increase to better align his pay with executives holding comparable positions within the Custom Comparator Group. In February 2022, as part of the annual compensation review process, Messrs. Cartwright, Chaouki and Dhar, each received a base salary increase to reflect strong performance and to better align their pay with executives holding comparable positions with the Custom Comparator Group. Mr. Cello did not receive a base salary increase in 2022.

The following table illustrates the NEO’s 2022 annualized base salary compared to each individual’s 2021 annualized base salary.

Annual Incentive Plan

The annual incentive plan is designed to motivate and reward our NEOs based on financial and individual performance. Financial targets are approved by the Compensation Committee at the beginning of the performance period with individual and other qualitative goals designed to successfully drive our operations and business results and to achieve our overall corporate strategy. Each NEO’s annual incentive is determined by multiplying the applicable NEO’s target annual incentive percentage by the NEO’s eligible base salary and then multiplying this result by the percentage achievement with respect to the applicable financial and individual goals, provided the threshold level of performance is achieved.

Target Levels

Each NEO has a target annual incentive expressed as a percentage of his or her eligible base salary. The target is determined by the Compensation Committee after consideration of several factors, including the NEO’s duties and responsibilities and competitive market data. Our NEOs did not receive an increase in their respective target annual incentives in 2022.

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Financial and Individual Objectives, Targets, and Potential Payouts

The following table defines the various financial and individual objectives applicable for the 2022 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 and Defined U.S. Markets 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 2022, the Strategic Individual Objectives were subject to a modifier based on the Company’s Operational Standards and Risk Management Objectives (as defined below) and a portion of each NEO’s bonus was subject to Company performance against Diversity, Equity and Inclusion Objectives (as defined below).

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The following table provides threshold, target and maximum targets for the financial objectives described above. It also provides actual 2022 results and the achievement as a percentage of target. For each financial objective the NEO receives a 25% payout at threshold performance, a 100% payout at target performance, and a 200% payout at maximum performance. The payout for performance between percentages is interpolated on a straight-line basis and performance below threshold results in a 0% payout for that financial objective. Following a review of market practices, including those of our Custom Comparator Group, in February 2022, the Compensation Committee increased the payout at threshold performance from 25% to 50% of target for 2022. However, due to ongoing macroeconomic conditions impacting our business, in December 2022 the Compensation Committee determined to decrease the payout at threshold performance from 50% to 25% of target for 2022.