TRANSUNION (TRU)
Sector: Industrials
2026 Annual Meeting Analysis
TRANSUNION · Meeting: May 12, 2026
Directors FOR
2
Directors AGAINST
10
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
Dr. Awad has served since 2013 and TransUnion's stock has returned only +13.6% over three years while the financial sector benchmark (XLF) returned +64.0% — a gap of -50.4 percentage points that exceeds the -50pp policy threshold for companies with low-positive three-year returns; the five-year record (-24.9% for TRU) does not mitigate this finding, so the underperformance trigger stands.
Mr. Cartwright has served as CEO and director since May 2019, so his tenure fully overlaps the underperformance period; TransUnion's three-year stock return of +13.6% trails the financial sector benchmark (XLF) by -50.4 percentage points, which meets the policy trigger threshold for low-positive TSR, and the weak five-year return (-24.9%) does not provide a mitigating longer track record.
Ms. Clark has served since June 2017 and her tenure fully covers the three-year underperformance period; the -50.4 percentage-point gap versus the financial sector benchmark (XLF) exceeds the policy threshold, and the five-year return does not provide a mitigating track record.
Mr. Dia joined in July 2022, which is more than 24 months before this meeting, so he is not exempt from the TSR trigger; the three-year underperformance gap of -50.4pp against XLF meets the policy threshold and the five-year return does not mitigate the finding.
Mr. Fradin has served since July 2018 and his full tenure covers the underperformance period; TransUnion's three-year return trails XLF by -50.4 percentage points, exceeding the policy threshold, and the poor five-year return offers no mitigating track record.
Mr. Gottdiener joined in February 2022, which is more than 24 months before this meeting, so the TSR trigger applies; TransUnion's three-year gap of -50.4pp versus XLF meets the policy threshold and the five-year record does not mitigate.
Ms. Joseph has served as Board Chairperson since 2020 and as a director since September 2015; she bears direct oversight responsibility during the full underperformance period, and the -50.4pp gap versus XLF exceeds the policy threshold with no five-year mitigation.
Mr. Kumar joined in July 2022, which is more than 24 months before this meeting, so the TSR underperformance trigger applies; TransUnion's three-year return trails XLF by -50.4pp, meeting the policy threshold, and the five-year return does not provide a mitigating track record; as a sitting public-company CEO serving on one outside board, he does not trip the overboarding rule.
Mr. Monahan has served since June 2017, fully covering the underperformance period; the three-year gap of -50.4pp versus XLF exceeds the policy threshold and the five-year record provides no mitigation.
Ms. Zukauckas joined in January 2023, which is more than 24 months before this meeting, so the TSR trigger applies; she has been on the board for the full three-year measurement window, the -50.4pp gap versus XLF meets the policy threshold, and the five-year record does not mitigate the finding.
For Analysis
Mr. Chakraborty joined the board in January 2026, less than 24 months ago, so he is fully exempt from the TSR underperformance trigger under policy; no other disqualifying factors identified.
Ms. Yarkoni joined in January 2026, less than 24 months before this meeting, so she is fully exempt from the TSR underperformance trigger; no other disqualifying factors identified.
The TSR underperformance trigger fires for ten of twelve director nominees: TransUnion's three-year stock return of +13.6% trails the financial sector benchmark (XLF) by -50.4 percentage points, which exceeds the 50pp policy threshold applicable to companies with low-positive absolute three-year returns. The five-year return of -24.9% provides no mitigating track record. Only the two directors who joined in January 2026 (Chakraborty and Yarkoni) are exempt as new directors within the 24-month grace period. No overboarding, attendance, independence, or familial-relationship issues were identified for any nominee.
Say on Pay
✓ FORCEO
Christopher A. Cartwright
Total Comp
$16,731,398
Prior Support
95.14%%
The prior Say on Pay vote received 95.14% shareholder support, which is well above the 70% threshold that would require a response. The CEO's total compensation of approximately $16.7 million is structured with 93% of pay at risk and 80% in long-term incentives tied to multi-year performance, which is a strong pay-mix profile that clearly satisfies the policy's 50-60% variable pay requirement. While TransUnion's stock has underperformed its sector peers over the past three years, the variable compensation program uses rigorous performance conditions — including three-year relative total shareholder return, cumulative revenue, and cumulative adjusted earnings targets — that appropriately link executive rewards to outcomes, and the program structure does not exhibit the hallmarks of fixed pay disguised as variable pay that would warrant a No vote.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$6,200,000
Non-Audit Fees
$4,100,000
PricewaterhouseCoopers charged $6.2 million in core audit fees in 2025, while charging an additional $2.5 million in audit-related fees (such as acquisition due diligence) and $1.6 million in tax advisory fees — totaling $4.1 million in fees for services beyond the core audit; this non-audit fee ratio of approximately 66% of audit fees exceeds the 50% policy threshold, raising concerns about auditor independence, and a No vote is warranted.
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 individual governance activist with a long track record of submitting legitimate governance proposals, so this proposal deserves serious consideration on its merits. The ask — giving shareholders who collectively own at least 10% of the stock the right to call a special meeting — is a mainstream governance improvement that increases shareholder accountability tools; under TransUnion's current rules, only the Board or the Board Chairperson can call a special meeting, leaving shareholders with no independent means to raise urgent issues between annual meetings. Given TransUnion's significant stock price decline over the past year and five years, shareholders have a concrete and practical interest in having a meaningful mechanism to engage the board between annual meetings, and the board's opposition arguments (cost, disruption) are not compelling enough to override this basic shareholder right.
Overall Assessment
The 2026 TransUnion ballot presents a mixed picture: the Say on Pay program is well-structured with strong prior support and warrants a FOR vote, while the auditor ratification fails due to non-audit fees representing 66% of audit fees, exceeding the policy's 50% independence threshold. Ten of twelve director nominees are voted AGAINST due to TransUnion's significant three-year stock underperformance versus the financial sector benchmark (XLF) — a -50.4 percentage-point gap that triggers the policy threshold — with only the two January 2026 new directors exempt; the stockholder proposal to allow a 10% ownership threshold for calling special meetings is supported as a credible governance improvement from a recognized activist filer, particularly given the company's poor multi-year stock performance.