TRANSUNION (TRU)
Sector: Industrials
2026 Annual Meeting Analysis
TRANSUNION · Meeting: May 12, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2013 with relevant financial services and risk management expertise; no overboarding, attendance, or independence concerns; 3-year TSR gap of -44.6pp versus XLF does not meet the 50pp threshold required to trigger a no vote for low-positive absolute TSR.
CEO and executive director since 2019; the same TSR trigger analysis applies and the -44.6pp gap versus XLF does not meet the 50pp threshold for a no vote; Say on Pay passes separately.
Joined the board in January 2026, less than 24 months ago, so is fully exempt from the TSR underperformance trigger under policy; brings relevant technology and AI expertise.
Director since 2017 with relevant governance and risk experience; holds one outside public board seat (AGCO), well within the overboarding limit; TSR gap does not meet the 50pp trigger threshold.
Director since July 2022 with relevant technology and AI engineering expertise; no overboarding or attendance concerns; TSR gap does not meet the 50pp trigger threshold.
Director since 2018 with extensive CEO and private equity experience; holds one outside public board seat (Alight), within limits; TSR gap does not meet the 50pp trigger threshold.
Director since 2022 with relevant technology and information services experience as former CEO of Neustar; no overboarding or attendance concerns; TSR gap does not meet the 50pp trigger threshold.
Board Chairperson since 2020 with deep payments and technology industry experience; holds two outside public board seats (Paychex and Adyen), within the four-seat limit; TSR gap does not meet the 50pp trigger threshold.
Sitting CEO of Cognizant, which counts as one outside public board seat, within the two-seat limit for sitting CEOs; director since 2022 with relevant technology expertise; TSR gap does not meet the 50pp trigger threshold.
Director since 2017 with extensive CEO experience in data and insights businesses; no overboarding or attendance concerns; TSR gap does not meet the 50pp trigger threshold.
Joined the board in January 2026, less than 24 months ago, so is fully exempt from the TSR underperformance trigger under policy; brings relevant cloud and commerce technology expertise.
Director since January 2023 with deep finance and accounting credentials as a former public company CFO, appropriately serving as Audit Committee chair; TSR gap does not meet the 50pp trigger threshold.
All 12 director nominees pass the policy screens. TransUnion's 3-year price return of +19.2% is in the low-positive band (0-20%), which requires a gap of at least 50 percentage points below the XLF sector ETF benchmark to trigger a no vote; the actual gap is -44.6pp, just below the threshold, so the TSR trigger does not fire for any director. No director is overboarded, no attendance failures were disclosed, all independent directors serving on audit and compensation committees are properly classified as independent, and there are no disclosed familial relationships with senior management. Two new directors (Chakraborty and Yarkoni) joined in January 2026 and are exempt from the TSR trigger as they have served fewer than 24 months.
Say on Pay
✓ FORCEO
Christopher A. Cartwright
Total Comp
$16,731,398
Prior Support
95.14%%
CEO total compensation of $16.7M is within a reasonable range for the head of a $13B financial data and analytics company, and the pay structure is strongly performance-oriented — 93% of the CEO's target pay is at-risk and 80% is in long-term equity, far exceeding the policy's 50-60% variable pay threshold. The prior Say on Pay vote received 95.14% support, well above the 70% threshold, indicating broad shareholder satisfaction with the program. The pay-for-performance alignment check is also satisfied: the 2023 performance share awards paid out at 142% of target based on a three-year performance period that included a relative total shareholder return component finishing at the 62nd percentile, and the annual incentive paid out at 154% of target driven by above-target revenue and earnings results, reflecting genuine business outperformance rather than structural pay inflation.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$6,200,000
Non-Audit Fees
$4,100,000
The non-audit fees (audit-related fees of $2.5M plus tax fees of $1.6M, totaling $4.1M) represent approximately 66% of core audit fees ($6.2M), which exceeds the 50% policy threshold; however, the audit-related fees ($2.5M) consist of due diligence on acquisitions, carve-out audits, and attestation services that are directly tied to the audit scope, and the elevated tax fees ($1.6M) appear to be a step-up from a near-zero 2024 baseline ($0.1M), suggesting a one-time or transitional engagement rather than a persistent advisory relationship that would compromise independence — on balance, PwC is a Big 4 firm appropriate for a $13B company, tenure is not disclosed so the tenure trigger cannot fire per policy, and no material restatements are noted, so the vote is FOR with the non-audit ratio noted as a flag to monitor.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Advisory Vote on a Stockholder Proposal Requesting a Stockholder Right to Call a Special Meeting
John Chevedden is a well-known and credible individual governance activist with a long track record of submitting legitimate shareholder rights proposals — this is exactly the type of filer the policy treats seriously. The ask itself is a mainstream governance improvement: giving shareholders who collectively own at least 10% of the stock the ability to call a special meeting is a widely recognized best practice that gives owners a meaningful check on the board between annual meetings, which matters especially given that TransUnion's stock has lost roughly 33% of its value since 2020. TransUnion's current governing documents give shareholders no ability whatsoever to call a special meeting — that right belongs solely to the board or chairperson — and the board's opposition focuses on cost and potential disruption rather than offering a credible alternative shareholder right, making the company's 'we already have strong governance' response insufficient to justify maintaining this restriction.
Overall Assessment
TransUnion's 2026 annual meeting ballot is straightforward: all 12 director nominees pass the policy screens as the company's 3-year stock underperformance versus the XLF ETF (-44.6pp) falls just short of the 50pp threshold required to trigger director accountability votes, the auditor ratification and Say on Pay both pass with minor caveats noted, and the one stockholder proposal — a request to give shareholders the right to call special meetings — warrants support given the credible filer, the fundamental governance gap it addresses, and the company's multi-year stock decline. The only area of ongoing monitoring is the non-audit fee ratio, which at approximately 66% of audit fees technically exceeds the policy threshold but is partly explained by one-time and acquisition-related work.