Proxy Statement (Form DEF 14A)

To elect each of George M. Awad, Christopher A. Cartwright, Sayan Chakraborty, Suzanne P. Clark, Hamidou Dia, Russell P. Fradin, Charles E. Gottdiener, Pamela A. Joseph, Thomas L. Monahan, III, Ravi Kumar Singisetti, Charlotte B. Yarkoni and Linda K. Zukauckas to the Board of Directors for a term of one year;

To ratify the appointment of PricewaterhouseCoopers LLP as TransUnion's independent registered public accounting firm for the fiscal year ending December 31, 2026;

To hold a non-bindingadvisory vote to approve the compensation of TransUnion's named executive officers;

To hold an advisory vote on a stockholder proposal set forth in the proxy statement, if properly presented; and

To transact any other business that may properly come before the Annual Meeting or any adjournments or postponements of the Annual Meeting.

CEO LETTER TO STOCKHOLDERS

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

PROXY STATEMENT SUMMARY

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

CORPORATE GOVERNANCE AND RELATED MATTERS

General

Board Leadership Structure and Role of Board in Risk Oversight

Director Independence

Mandatory Retirement

No Term Limits

Stockholder Engagement

Proxy Access

Communications with Directors

Meetings and Meeting Attendance

Sustainability Overview

Considerations for Board Nominees

Board Evaluations

Management Succession Planning

Background and Experience of Directors

Board Committees

Code of Business Conduct

Related Person Transactions

Compensation Committee Interlocks and Insider Participation

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Delinquent Section 16(a) Reports

PROPOSAL 1:   ELECTION OF DIRECTORS

Director Compensation

PROPOSAL 2:   RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ratification of Appointment of PricewaterhouseCoopers LLP

Audit and Related Fees

Audit Committee Report

PROPOSAL 3:   NON-BINDINGADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Executive Compensation Philosophy and Governance Practices Align with Stockholders' Interests, Reflect Best Practices and Promote Thoughtful Decision-Making While Discouraging Unnecessary and Excessive Risk Taking

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

Overview of 2025 Target Compensation Mix

Key Executive Compensation Components

Market Analysis and Benchmarking

2025 Executive Compensation Program

COMPENSATION COMMITTEE REPORT

EXECUTIVE COMPENSATION

Summary Compensation Table - 2025

Detailed Analysis of Amounts Included in the "All Other Compensation" Column for 2025

Grants of Plan-Based Awards - 2025

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

Outstanding Equity Awards at Fiscal Year-End- 2025

Options Exercised and Stock Vested - 2025

Nonqualified Deferred Compensation - 2025

Payments upon Termination and Change in Control - 2025

PAY RATIO DISCLOSURE

PAY VERSUS PERFORMANCE DISCLOSURE

RISK ASSESSMENT IN COMPENSATION PROGRAMS

EQUITY COMPENSATION PLAN INFORMATION

PROPOSAL 4:   ADVISORY VOTE ON A STOCKHOLDER PROPOSAL REQUESTING A STOCKHOLDER RIGHT TO CALL A SPECIAL MEETING

Proposal 4 - Give Shareholders the Ability to Call for a Special Shareholder Meeting

Board Response to Proposal 4: Advisory Vote on a Stockholder Proposal Requesting a Stockholder Right to Call a Special Meeting

OTHER INFORMATION

Other Business

Proxy Solicitation

Stockholder Proposals for 2027 Annual Meeting and Director Nominations

Additional Information Available

Tuesday, May 12, 2026 at
12:00 p.m. Central Daylight Time

March 16, 2026

www.virtualshareholdermeeting.com/TRU2026

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

Vote by telephone at 1-800-690-6903

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

Vote your shares during the Annual Meeting at www.virtualshareholdermeeting.com/TRU2026

1.  Election of Directors

    The Board recommends the election of each of the 12 director nominees for a one-yearterm.

2.  Ratification of Appointment of PricewaterhouseCoopers LLP as TransUnion's Independent Registered Public Accounting Firm

    The Board is asking stockholders to ratify the selection of PricewaterhouseCoopers LLP as TransUnion's Independent Registered Public Accounting Firm for fiscal year 2026.

3.  Advisory Vote to Approve the Compensation of TransUnion's Named Executive Officers

    The Board is asking stockholders to approve, on a non-bindingadvisory basis, the compensation of TransUnion's named executive officers as disclosed in this proxy statement.

4.  Advisory Vote on a Stockholder Proposal Requesting a Stockholder Right to Call a Special Meeting

    The Board recommends stockholders vote against the stockholder proposal requesting a stockholder right to call a special meeting of stockholders as described in this proxy statement, if properly presented at the Annual Meeting.

 Governance Highlights

  Majority voting for directors

  Declassified Board of Directors

  No supermajority voting provisions

  Clawback policy

  Stock ownership guidelines for executives and directors

  11 of 12 director nominees are independent

  Mandatory retirement age of 75 for directors (subject to waiver)

  No poison pill

  Independent Audit, Compensation and Nominating and Corporate Governance ("NCG") Committees

  No pledging or hedging of TransUnion stock

  Active stockholder engagement

  Robust director nominee selection process

  Bylaws include proxy access provision

 Age 

 Director 
Since

 Independent 

 Committee Membership⁽¹⁾⁽²⁾ 

Other Public
 Company Boards 

 A 

 C 

 N 

 M 

 R 

 T 

 E 

George M. Awad

Principal, Gibraltar Capital Corporation

65

2013

☑

●

C

●

Christopher A. Cartwright

President & Chief Executive Officer, TransUnion

60

2019

●

Sayan Chakraborty⁽³⁾

Former President, Product and Technology, Workday, Inc.

58

2026

☑

●

-

Suzanne P. Clark

President and CEO, U.S. Chamber of Commerce

58

2017

☑

●

C

AGCO Corporation

Hamidou Dia

VP, Applied AI Engineering, Google Cloud

61

2022

☑

●

●

Russell P. Fradin

Operating Partner, Clayton, Dubilier & Rice

70

2018

☑

●

C

●

●

Alight, Inc.

Charles E. Gottdiener

CEO, Anaplan, Inc.

61

2022

☑

●

●

C

Pamela A. Joseph

Former CEO and Executive Chair, Xplor Technologies

67

2015

☑

●

●

●

C

Paychex, Inc.

Adyen N.V.

Ravi Kumar⁽⁴⁾

CEO, Cognizant Technology Solutions Corporation

54

2022

☑

●

●

Cognizant Technology Solutions Corporation

Thomas L. Monahan, III

CEO, Heidrick & Struggles International, Inc.

59

2017

☑

C

●

●

-

Charlotte B. Yarkoni⁽³⁾

Former President, Commerce, Ecosystems, Cloud and AI, Microsoft Corporation

56

2026

☑

●

Fiserv

Linda K. Zukauckas

CFO, Integrity, LLC

64

2023

☑

C

●

(1)   Effective April 1, 2025, Mr. Monahan stepped down from his role as the Chairperson of the Audit Committee and as a member of the Audit Committee. The Board appointed Ms. Zukauckas to serve as the Chairperson of the Audit Committee, effective April 1, 2025.

(2)   Effective April 1, 2025, Mr. Fradin stepped down from his role as the Chairperson of the Compensation Committee but continues to serve as a member of the Compensation Committee. The Board appointed Mr. Monahan to serve as the Chairperson of the Compensation Committee, effective April 1, 2025.

(3)   Each of Mr. Chakraborty and Ms. Yarkoni was appointed by the Board to serve as a director, effective January 5, 2026, to fill a newly created directorship and to serve for the balance of the one-yearterm expiring at the Annual Meeting, or until his or her successor is duly elected and qualified. Mr. Chakraborty and Ms. Yarkoni were each recommended to the Board by a third-party search firm.

(4)   Ravi Kumar Singisetti is also referred to herein as "Ravi Kumar" or "Mr. Kumar."

Key:

A - Audit Committee

C - Compensation Committee

N - Nominating and Corporate

   Governance Committee

M - Mergers, Acquisitions and

   Integration Committee

R - Risk and Compliance

   Committee

T - Technology Committee

E - Executive Committee

C- Committee Chairperson

● - Committee Member

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

Align the focus of our executives with the interests of our stockholders by rewarding executives for the achievement of strategic goals that successfully drive our strategy, operations and business performance and, thereby enhance stockholder value;

Differentiate pay and rewards based on criticality of role and actual individual and company financial performance while remaining fair and equitable; and

Promote thoughtful decision-making while discouraging unnecessary and excessive risk-taking.

Our NEOs' 2025 annual incentive payouts were 154% of target resulting from above target performance achievement on all three performance measures: Defined Consolidated Adjusted EBITDA, Defined Consolidated Revenue and Defined Adjusted Diluted Earnings per Share.

Our 2023 PSU (as defined on page 44) performance total weighted payout was 142% of target resulting from above target performance achievement on Cumulative Adjusted EBITDA (30% weighting), Cumulative Revenue (20% weighting), and Relative TSR (as defined on page 44) (50% weighting).

93% of our CEO's 2025 target compensation and 83% of our other NEOs' 2025 target compensation is "at-risk"based on Company and share price performance.

80% of our CEO's 2025 target compensation and 65% of our other NEOs' 2025 target compensation is based on long-term incentives aligned with stockholders' interests.

CEO TARGET PAY MIX⁽¹⁾

Amounts shown have been rounded to the nearest whole percentage.

the composition and responsibilities of the Board,

director independence and qualification standards,

Board meeting requirements,

management succession planning,

compensation of non-managementdirectors, and

communications with Board members.

is currently an employee of the Company or has an immediate family member who is one of our executive officers;

has been a Company employee within the past three years or has an immediate family member who has been an executive officer within the past three years;

has, or has an immediate family member who has, received within the past three years more than $120,000 during any 12-monthperiod in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), and other than a family member's compensation for service as a non-executive employee;

is a current partner or employee of a firm that is our internal or external auditor; has an immediate family member who is a current partner of such a firm; has an immediate family member who is a current employee of such firm and personally works on our audit; or was, or has an immediate family member who was within the last three years, a partner or employee of such a firm and personally worked on our audit within that time;

has, or has an immediate family member who has, been employed as an executive officer of another company where any of our present executives have served on the other company's compensation committee during the past three years; or

is currently employed as an executive officer or employee, or has an immediate family member who is currently employed as an executive officer, of another company that makes payments to, or receives payments from, the Company for property or services in an amount which, in any single fiscal year, exceeds the greater of (a) $1 million or (b) 2% of such other company's consolidated gross revenues.

Corporate Governance Practices-We maintain a corporate governance program that upholds high ethical, legal and industry standards. Management regularly reports to the NCG Committee regarding our corporate governance program and seeks the committee's input regarding any proposed modifications to our governance structure.

Business Ethics-We handle sensitive information that we use to help individuals make life-changing decisions every day. To help secure sensitive data, we place great importance in training and holding our employees accountable for compliance with all applicable legal and ethical standards. Furthermore, to promote the high ethical standards required to conduct our business, we maintain several programs, policies and processes. For example, our Code of Business Conduct describes the standards by which we operate with each other, our consumers, customers, vendors and business partners. In order to ensure that our associates, officers and Board members are well-informed and have the guidance to act in a manner consistent with our values, everyone at TransUnion is required to review and affirm the Code of Business Conduct annually. The Audit Committee and Risk and Compliance Committee periodically review with management any correspondence with, or other action by, regulators or governmental agencies, and any employee complaints, submissions or published reports that raise concerns regarding compliance with our Code of Business Conduct.

Data Security-The security and protection of personal data is our highest priority. We are committed to aligning with industry-leading cyber risk management best practices and complying with all applicable legal and regulatory requirements. Our Information Security program is based on ISO/IEC 27001:2022 principles, including a global-level Information Security Department that develops our

security policies, standards and procedures, and we consistently evolve our approach to protect against increasing security threats around the world. At the Board level, our Risk and Compliance Committee is responsible, on behalf of the Board, for oversight of our compliance with applicable global data privacy and security regulations and requirements, and assesses the effectiveness of systems, controls and procedures we use to facilitate compliance with such requirements. The Risk and Compliance Committee also oversees the quality and effectiveness of our information security framework and assesses the effectiveness of our management of information security-related risks. At the management level, the ERMC sets our risk strategy within the boundaries of our Global Risk Appetite Statement. We regularly engage independent third-party organizations to conduct independent security assessments, and we maintain a Third Party Risk Management program, performing risk management assessments of our vendors, and continuously monitoring third-party risk on topics including sustainability.

Artificial Intelligence-We approach new technologies from a security-first standpoint to protect the data we steward. Our intentional, responsible approach to new technology selection and adoption, including AI, is rooted in our evolving AI Principles, which align with our mission, values and beliefs. Our cross-functional, management level, Data Risk Committee (the "DRC") is responsible for implementing processes to efficiently and effectively manage risks associated with data, including analytics and model governance, and our use of emerging technologies, including AI. The DRC developed an AI risk assessment framework and is responsible for monitoring the full landscape of emerging global AI regulations and adapting the framework in accordance with changes to applicable regulations and technologies. The DRC escalates issues to the ERMC, as appropriate, which works to align the risks related to AI-usewithin the scope of our Global Risk Appetite Statement. The ERMC escalates AI-relatedrisk issues to the Risk and Compliance Committee, as appropriate. We have started incorporating human-supervised AI to drive efficiency on our teams; it helps to automate workflows and build better products. For additional details regarding our AI governance and the use of AI at TransUnion, please see our 2025 Global Impact Report. For the avoidance of doubt, neither our 2025 Global Impact Report nor any disclosures included on our corporate website are incorporated by reference into this proxy statement.

Data Privacy-TransUnion's business is based on innovative sourcing, processing and provisioning of data to internal and external stakeholders. Privacy compliance is of paramount importance to the ongoing operation of TransUnion, promoting a strong industry reputation, maintaining operational efficiency and positively affecting regulator, customer and investor confidence. We have invested significantly into enhancing our data privacy efforts in recent years. We maintain a global data privacy framework that governs and supports the management of data privacy across TransUnion. As part of that framework, we conduct privacy-focused assessments of changes to our products and processing activities for compliance with privacy regulations and alignment with consumer expectations. Our assessments consider the nature of the data use and notice made available to consumers, along with information security, individuals' privacy rights and expectations and any relevant data quality considerations. Our U.S. Privacy Committee and International Risk Management Committee oversee privacy risk in the U.S. and internationally, respectively, and escalate issues to the ERMC as appropriate. At the Board level, our Risk and Compliance Committee is responsible for oversight of our compliance with applicable global data privacy and security regulations and requirements, including any privacy risks escalated by the ERMC.

Wellbeing & Benefits-When our associates are able to bring their best selves to the workplace, our business thrives. Our benefit programs are designed to provide associates with a safe and supportive

work environment. In addition to the types of benefits employees have come to expect from a company of our size and industry - such as 401(k) matching and dental coverage - we also offer leading benefits such as hybrid work arrangements and caregiver support. We are also proud to offer mental health coverage globally to our associates and their families, so they are better able to manage the challenges they may face.

Talent Acquisition & Retention-We see our people as a source of strength and know that they are essential to our mission, innovation and growth. Our talent acquisition team works to find the best talent for each role, through merit and skills-based hiring practices. We promote a comprehensive and unbiased supportive environment that encourages individual merit and performance.

Communities-TransUnion recognizes the importance of having a robust supply chain. We invest in building relationships with small businesses in the communities where we operate, helping create prosperity for all. Additionally, through our GoodWorks@TU program, we give back to the communities where we operate with volunteerism and philanthropic donations. Our teams organize group volunteer efforts, including a dedicated month of service every April, and many of our associates commit their personal time to a variety of causes.

5.7 years

Average Tenure of Independent Director Nominees

61 years

Average Age of Director Nominees

Dr. George M. Awad

Independent

Age: 65

Director Since: November 2013

Founder and Principal, Gibraltar Capital Corporation; Prior CEO, Citigroup Consumer Finance

Board Committees

Dr. Awad's global financial services leadership, expertise in risk management and credit analytics, and experience with strategic transactions and business integration provide valuable insight to the Board as TransUnion continues to expand its data and analytics capabilities globally.

Dr. George M. Awadis the founder and principal of Gibraltar Capital Corporation, an investment and strategic advisory firm established in 2011 that focuses on capital allocation, investment strategy, and advisory services for global investors and businesses.

Dr. Awad is a distinguished financial services executive with extensive experience managing large global businesses across the consumer finance, credit and payments sectors. Prior to founding Gibraltar Capital, he served as Chief Executive Officer of Global Consumer Finance at Citigroup, where he oversaw a broad international platform of consumer lending and credit businesses. He previously served as CEO of North America Cards and CEO of the Global Consumer Group in Europe, the Middle East and Africa (EMEA). During his tenure at Citigroup, Dr. Awad led large-scale operational transformations, portfolio restructurings, and strategic initiatives across multiple regions, with particular focus on credit risk management, data-driven decision making, and growth in international consumer markets.

Dr. Awad earned his B.S. from the American University of Beirut, his M.B.A. from the University of Pittsburgh - Katz Graduate School of Business and his Doctorate in Management from Case Western Reserve University.

Christopher A. Cartwright

Age: 60

Director Since: May 2019

President & Chief Executive Officer, TransUnion

Board Committees

Mr. Cartwright is the President & Chief Executive Officer of TransUnion, which enables him to provide direct insight into the operations of the Company. He has deep knowledge of the global information industry and has overseen organizational transformation at various levels of management within our organization.

Christopher A. Cartwright has served as the President & Chief Executive Officer of TransUnion since May 2019. He joined the Company in August 2013, previously serving as Executive Vice President, U.S. Information Services, where he helped drive TransUnion's transformation into a global information and insights company as the head of the largest business unit, including providing consumer reports, risk scores, analytical services and decision technology to customers in the U.S. across the financial services, insurance, tenant and employment screening and public sector industries.

Prior to joining TransUnion, Mr. Cartwright was the Chief Executive Officer of Decision Insight Information Group, a portfolio of independent businesses providing real property information, software and services to insurance, finance, legal and real estate professionals in the United States, Canada and Europe. Mr. Cartwright also spent almost 14 years at Wolters Kluwer, a global information services and workflow solutions company, where he held a variety of executive positions of increasing responsibility, culminating in CEO of the Corporate and Financial Services Division and Shared Services, North America. Prior to Wolters Kluwer, he was Senior Vice President, Strategic Planning & Operations for Christie's Inc. and Strategy Consultant for Coopers and Lybrand.

Mr. Cartwright earned his bachelor's degree in business administration and his master's in public accountancy from The University of Texas at Austin. He serves on the Board of Directors of P33 Chicago and the Board of Trustees of the Griffin Museum of Science and Industry.

Sayan Chakraborty

Independent

Age: 58

Director Since: January 2026

Former President, Product and Technology, Workday, Inc.

Board Committees

Mr. Chakraborty is an accomplished software executive with extensive technology and AI leadership experience and a strong track record of leading platform, technology and data product transformations. His experience will be valuable to TransUnion as we continue to advance our global AI strategy.

Sayan Chakrabortymost recently served as President of Workday, responsible for Product and Technology, from December 2024 to March 2025 and Co-Presidentfrom February 2023 to December 2024. He previously held multiple senior technical roles at Workday since 2015 including Executive Vice President, Product and Technology from November 2021 to February 2023 and Executive Vice President, Technology from 2019 to 2021. Prior to joining Workday, Mr. Chakraborty was Co-Founderand Chief Operating Officer of GridCraft, an AI/ML analytics company that was acquired by Workday in 2015. He has also held executive roles at Oracle, Cygnus Solutions (which was acquired by Red Hat) and multiple venture-backed startups. He has advised the White House on AI policy as a member of the National AI Advisory Committee and is named inventor on over 12 patents.

Mr. Chakraborty earned his master's degree and bachelor's degree in aeronautics and astronautics from MIT.

Suzanne P. Clark

Independent

Age: 58

Director Since: June 2017

President and CEO, U.S. Chamber of Commerce

Board Committees

Current Public Company Board Experience

AGCO Corporation (NYSE: AGCO)

Ms. Clark brings unique and global perspectives regarding macroeconomic and political environments from her decades of experience in government relations and from leading the world's largest business organization. She also brings significant corporate governance, privacy and risk management expertise to TransUnion as well as seasoned public company board experience.

Suzanne P. Clarkis currently the President and Chief Executive Officer of the U.S. Chamber of Commerce, where she focuses on strategy, government relations and market innovation in support of the Chamber's more than 3 million member companies internationally. Ms. Clark was appointed Chief Executive Officer of the U.S. Chamber of Commerce in March 2021, and has served as its President since June 2019. Ms. Clark served as Senior Executive Vice President from January 2017 until June 2019 and as Executive Vice President of the U.S. Chamber of Commerce from September 2014 until January 2017. She has served on the board of AGCO Corporation (NYSE: AGCO) and on its Talent and Compensation Committee (Chair) since April 2017 and its Sustainability Committee since April 2022. Ms. Clark also serves on the board of The Economic Club of Washington, D.C.

Ms. Clark earned her B.A. and her M.B.A. from Georgetown University.

Hamidou Dia

Independent

Age: 61

Director Since: July 2022

VP, Applied AI Engineering, Google Cloud

Board Committees

Mr. Dia has a strong track record of delivering large scale IT transformations for leading international technology companies. His experience transforming engineering organizations from on-premiseto cloud-based is particularly relevant as we continue our own technology transformation.

Hamidou Dia has served as VP, Applied AI Engineering at Google Cloud since July 2024. Mr. Dia previously served as VP, Global Head of Generative AI Solution Architecture at Google Cloud from April 2023 until July 2024 and VP, Global Head of Solutions Engineering at Google Cloud from April 2019 until April 2023, where he led the Global Solution Engineering organization. Prior to that, Mr. Dia held several roles at Oracle from 1999 to 2019, most recently as Senior Vice President, North America Technology Solution Engineering and Cloud Customer Success. Serving as chief architect of the North American technology division, he oversaw a team of over 1,600 sales engineers and drove the transformation of the sales engineering organization from an on-premisesto a cloud sales engineering organization.

Mr. Dia earned his bachelor's and master's degrees in computer science from the University of Nantes, France.

Russell P. Fradin

Independent

Age: 70

Director Since: July 2018

Operating Partner, Clayton, Dubilier & Rice, Inc.

Board Committees

Current Public Company Board Experience

Alight, Inc. (NYSE: ALIT)

Previous Public Company Board Experience

Hamilton Insurance Group, Ltd. (NYSE: HG) (2023 (IPO)-2024)

Mr. Fradin is an accomplished CEO and private equity investor with significant leadership experience at both public and private companies. His proven experience guiding companies through organizational transformation processes is valuable to the Board as we complete the integration of our recent acquisitions.

Russell P. Fradin became an operating partner with the private investment firm Clayton, Dubilier & Rice ("CD&R") in 2016. Prior to joining CD&R, Mr. Fradin served as President and CEO at SunGard Data Systems, from 2011 until the company's acquisition by FIS in 2015. He previously served as the Chairman and CEO of Aon Hewitt, a global leader in human resource solutions. During his tenure, Mr. Fradin oversaw the successful 2010 merger between Aon Consulting and Hewitt Associates, having been CEO of Hewitt since 2006. Additional former roles include CEO of the BISYS Group, and senior executive positions at Automatic Data Processing and McKinsey & Company. Mr. Fradin has served as the Chair of the board of directors of Alight, Inc. (NYSE: ALIT) since March 2025. From 2016 until 2024, Mr. Fradin served on the board of Hamilton Insurance Group, Ltd. (NYSE: HG), where he served on the Compensation and Personnel Committee (Chair) from 2022 to 2024.

Mr. Fradin earned his B.S. in economics from the Wharton School at the University of Pennsylvania and his M.B.A. from Harvard Business School.

Charles E. Gottdiener

Independent

Age: 61

Director Since: February 2022

CEO, Anaplan, Inc.

Board Committees

Mr. Gottdiener is an experienced CEO who has successfully overseen the implementation of innovative solutions to drive growth and organizational transformation at multiple companies. The Board values his technology and industry experience, particularly as the former CEO of Neustar, TransUnion's largest acquisition to date.

Charles E. Gottdiener has served as Chief Executive Officer and a member of the Board of Directors of Anaplan, Inc., a business planning and decision-making platform, since December 2022. Previously, he served as President & Chief Executive Officer of Neustar, Inc. ("Neustar") from 2018 until TransUnion's acquisition of Neustar in December 2021, during which time, Mr. Gottdiener helped transform Neustar into a leading global information services and technology company. Prior to joining Neustar, Mr. Gottdiener served as a Managing Director with Providence Equity Partners where he was Head of Portfolio Operations beginning in 2010, and Chief Operating Officer from 2014 to 2018. He also served as an interim CEO or Board member of several Providence portfolio companies including Blackboard, SRA International, Altegrity, Survey Sampling, VRAD and Ascend Learning. Previously, Mr. Gottdiener spent seven years with Dun & Bradstreet, where he served in a number of strategy and operating leadership roles including as President of the global risk, analytics and internet solutions business.

Mr. Gottdiener earned his B.A. in psychology from Grinnell College, where he also served as a trustee of the College, and his M.B.A. from the Wharton School of the University of Pennsylvania.

Pamela A. Joseph, Chairperson

Independent

Age: 67

Director Since: September 2015

Former CEO & Executive Chair, Xplor Technologies

Board Committees

Current Public Company Board Experience

Paychex, Inc. (Nasdaq: PAYX)

Adyen, N.V. (ADYEN.AS)

Ms. Joseph has served as the Chairperson of the Board since 2020. She brings extensive leadership experience as a seasoned CEO and provides insights from her service as a director for multiple public and private companies to our Board. She also has deep industry and technology knowledge, as well as experience overseeing organizational change.

Pamela A. Joseph most recently served as Chief Executive Officer of Xplor Technologies, a cloud-based payment processing platform company from October 2022 to December 2025, and served as Xplor's Executive Chair from 2021 to 2025. Ms. Joseph is also an Operating Partner for Advent International Corporation.

Ms. Joseph previously served as the Chief Executive Officer of Clearent, a payments processing company, from 2019 to 2021. Ms. Joseph served as the President and Chief Operating Officer of Total System Services, Inc. from May 2016 until September 2017, and was the Vice Chairman of U.S. Bancorp Payment Services and Chairman of Elavon (formerly NOVA Information Systems, Inc.), a wholly-owned subsidiary of U.S. Bancorp, from 2004 until June 2015. Ms. Joseph serves on the board of directors of Paychex, Inc., a payroll provider (Nasdaq: PAYX), and also serves on its Nominating and Governance Committee (Chair), Compensation & Leadership Committee and Corporate Development Advisory Committee. Ms. Joseph also serves on the board of directors of Adyen, N.V., a Netherlands-based payment processor (ADYEN.AS), and serves on its Audit and Risk Committee.

Ms. Joseph earned her B.S. from the University of Illinois at Urbana-Champaign.

Ravi Kumar

Independent

Age: 54

Director Since: July 2022

CEO, Cognizant Technology Solutions Corporation (Nasdaq: CTSH)

Board Committees

Current Public Company Board Experience

Cognizant Technology Solutions Corporation (Nasdaq: CTSH)

Previous Public Company Board Experience

Digimarc Corporation (Nasdaq: DMRC)

(2021-2023)

Mr. Kumar contributes decades of experience driving innovative change at global technology companies to our Board. Mr. Kumar's technical leadership, data expertise and experience overseeing technology transformation processes are valuable assets to our Board.

Ravi Kumar Singisetti has served as CEO and a member of the Board of Directors of Cognizant Technology Solutions Corporation (Nasdaq: CTSH), a multinational information technology services and consulting company, since January 2023. From 2015 to 2022 he served as the President of Infosys, a global IT consulting and services company, where he led the Infosys Global Services Organization across all global industry segments. Mr. Kumar held additional roles at Infosys from 2002, including Executive Vice President, Global Head of the Insurance, Healthcare, and Cards and Payments business unit and Senior Vice President & Global Head of Consulting & Systems Integration. From 2021 to 2023, Mr. Kumar served on the Board of Directors of Digimarc Corporation (Nasdaq: DMRC). Mr. Kumar also serves on the Board of Governors of the New York Academy of Sciences and the Board of Directors of the U.S. Chamber of Commerce.

Mr. Kumar earned his bachelor's degree in engineering from Shivaji University and his M.B.A. from Xavier Institute of Management, India.

Thomas L. Monahan, III

Independent

Age: 59

Director Since: June 2017

CEO, Heidrick & Struggles International, Inc.

Board Committees

Previous Public Company Board Experience

Heidrick & Struggles International, Inc. (2024-2025 (take-private transaction))

Mr. Monahan has extensive experience guiding global growth and technological change, with a proven record leading complex organizations through digital transformation. His leadership expertise and public company board experience are valuable to the Board as TransUnion continues to advance its technology, talent and operational initiatives.

Thomas L. Monahan, III has served as the CEO and a member of the board of directors of Heidrick & Struggles International, Inc. a global leadership advisory and technology firm providing executive search, leadership assessment and development, organization and team effectiveness, and performance technology tools, since March 2024.

Mr. Monahan is the former Chief Executive Officer of DeVry University, serving in such role from 2020 to 2023, and he has served as Executive Vice Chair of DeVry since September 2023. He also founded Norton Street Holdings, a private investment vehicle, in 2017. He also served as Executive Chairman of PK Global, a leading digital services firm, owned by the Carlyle Group, from 2018 until its sale in 2021. Mr. Monahan previously served as Chairman and Chief Executive Officer of CEB, Inc. from 2008 until its April 2017 merger with Gartner Inc. (NYSE: IT), and served as CEO from 2005 to 2017. CEB provided data and insights to lift the performance of the world's leading companies. In his 21 years at CEB, Mr. Monahan led significant global growth and digitization of product delivery. Mr. Monahan is a Trustee of the Johns Hopkins Health System and the Meridian International Center, and a board member at the Nature Conservancy of Maryland/Washington, D.C.

Mr. Monahan earned his B.A. from Harvard University and his M.B.A. from New York University.

Charlotte B. Yarkoni

Independent

Age: 56

Director Since: January 2026

Former President, Commerce, Ecosystems, Cloud and AI, Microsoft Corporation

Board Committees

Current Public Company Board Experience

Fiserv (Nasdaq: FISV)

Ms. Yarkoni has extensive experience leading global technology organizations with expertise in developing end-to-enddigital commerce infrastructure and customer engagement platforms. Her experience and strategic insights are valuable to the Board as TransUnion advances and scales its global platform and product suites.

Charlotte B. Yarkonimost recently served as President, Commerce, Ecosystems, Cloud and AI at Microsoft from March 2022 to April 2025. She previously held several leadership roles at Microsoft beginning in 2016, including Vice President and Chief Operating Officer, Cloud and AI from February 2021 to March 2022 and Corporate Vice President, Commerce and Ecosystems from 2016 to 2021. Prior to joining Microsoft, Ms. Yarkoni held positions at Telstra, VMware, EMC, Amdocs and BellSouth. Ms. Yarkoni currently serves on the Board of Directors of Fiserv (Nasdaq: FISV), where she sits on both the Nominating and Corporate Governance and Risk Committees.

Ms. Yarkoni earned her bachelor's degree in management science from the Georgia Institute of Technology.

Linda K. Zukauckas

Independent

Age: 64

Director Since: January 2023

CFO, Integrity, LLC

Board Committees

Previous Public Company Board Experience

MTS Systems (2019-2021)

Ms. Zukauckas brings deep finance and accounting expertise to the Board as a former CFO of a public company. She also has extensive leadership and corporate governance experience from her roles at multiple public and private global companies.

Linda K. Zukauckas has served as Chief Financial Officer of Integrity, LLC, a distributor of life and health insurance and provider of solutions for wealth management and retirement planning, since July 2024. She previously served as Chief Financial Officer of Nielsen Holdings from February 2020 until February 2023, departing in connection with Nielsen's take-private transaction. Prior to Nielsen, she held executive leadership roles at American Express from November 2011 to January 2020, most recently Executive Vice President/Deputy Chief Financial Officer from 2018 to 2020, and previously, EVP/Controller and Chief Accounting Officer. From 2000 to 2011, Ms. Zukauckas held various senior finance roles at Ally Financial, including strategy/M&A, divisional CFO, head of corporate planning, global controller/Chief Accounting Officer and global head of internal audit. Ms. Zukauckas currently serves on the board of Zelis, a privately-held healthtech platform that is modernizing the healthcare financial experience.

Ms. Zukauckas earned her bachelor's degree in business administration from Texas Tech University.

 AUDIT COMMITTEE⁽¹⁾

2025 Committee Meetings: 5

Committee Members:

Linda K. Zukauckas, Chairperson (I)

George M. Awad (I)

Suzanne P. Clark (I)

Hamidou Dia (I)

•   Assist our Board in overseeing and advise our Board on:

¡  the quality and integrity of our financial statements and our financial reporting and disclosure practices;

¡  the soundness of our system of internal controls over financial reporting;

¡  our compliance with applicable legal and regulatory requirements;

¡  our independent registered public accounting firm's qualifications, performance and independence;

¡  the performance of our internal audit function;

¡  compliance with our Code of Business Conduct; and

¡  compliance with our related person transaction policy.

•   Retain our independent registered public accounting firm.

•   Pre-approveaudit and non-auditservices to be provided by our independent registered public accounting firm.

•   Consult with our independent and internal auditors regarding audits of our consolidated financial statements and the adequacy of our internal controls.

•   Prepare the audit committee report for our proxy statement.

•   Our Board has determined that each member of the Audit Committee qualifies as an independent director under NYSE corporate governance standards and the independence requirements of Rule 10A-3of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

•   Our Board has determined that each of Dr. Awad and Ms. Zukauckas qualifies as an "audit committee financial expert" as such term is defined in Item 407(d)(5) of Regulation S-K.

Effective April 1, 2025, Thomas L. Monahan, III stepped down from his role as the Chairperson of the Audit Committee. The Board appointed Linda K. Zukauckas to serve as the Chairperson of the Audit Committee, effective April 1, 2025.

 COMPENSATION COMMITTEE^(1)(2)(3)

2025 Meetings: 6

Committee Members:

Thomas L. Monahan, III, Chairperson (I)

Russell P. Fradin (I)

Pamela A. Joseph (I)

Ravi Kumar (I)

Charlotte B. Yarkoni (I)

•   Assist our Board of Directors in discharging its responsibilities relating to:

¡   establishing and reviewing our overall compensation philosophy and approving the compensation of our CEO, executive officers and non-management directors;

¡   monitoring our incentive and equity-based compensation plans;

¡   overseeing our management succession and continuity planning process; and

¡   preparing the compensation committee report in our proxy statement.

•   Review and approve annual compensation decisions for our CEO and other executive officers, including adjustments to base salary, bonus, equity and equity-based incentives and other benefits.

•   Review and make recommendations to the Board regarding compensation for non-managementdirectors for their Board and committee service.

•   Review and discuss with management, at least annually, management's assessment of whether risks arising from our compensation policies and practices for all employees, including non-executiveofficers, are reasonably likely to have a material adverse effect on the Company.

•   Oversee and approve the management continuity planning process, including reviewing and encouraging the adoption of programs for the identification and development of executives and other critical talent with an emphasis on CEO and executive officer succession matters, and report periodically to the Board on succession planning.

•   Consult directly with our independent compensation consultants, Frederic W. Cook & Co., Inc. ("FW Cook"), as needed, and with management to review and evaluate our compensation practices, which include both our executive and director compensation programs.

•   Administer our Clawback Policy (as defined on page 60), including interpreting the policy and making determinations applicable to our executive officers.

Effective April 1, 2025, Russell P. Fradin stepped down from his role as the Chairperson of the Compensation Committee. The Board appointed Thomas L. Monahan, III to serve as the Chairperson of the Compensation Committee, effective April 1, 2025.

Charlotte B. Yarkoni was appointed to serve on the Compensation Committee, effective January 5, 2026.

The Compensation Committee charter authorizes the Compensation Committee to form and delegate its authority to a subcommittee composed solely of one or more members of the Compensation Committee for any purpose that the Compensation Committee deems appropriate.

 NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

2025 Meetings: 4

Committee Members:

Russell P. Fradin, Chairperson (I)

Pamela A. Joseph (I)

Thomas L. Monahan, III (I)

•   Assist our Board of Directors in discharging its responsibilities relating to:

¡   identifying qualified individuals to become new Board members and selecting the director nominees for the annual meetings of stockholders or filling vacancies that may occur between meetings;

¡   reviewing the qualifications of incumbent directors to determine whether to recommend them for reelection, or recommending that the Board select the director nominees for our annual meeting of stockholders;

¡   recommending Board members to serve on Board committees and evaluating the operations and performance of such committees;

¡   developing and recommending to the Board applicable corporate governance principles and taking a leadership role in shaping the corporate governance of the Company;

¡   reviewing the adequacy of our charter and Bylaws and recommending to the Board of Directors any proposed modifications;

¡   overseeing the annual self-evaluation of the Board and each Board committee, as well as overseeing individual director and management evaluations; and

¡   maintaining an informed status on Company issues related to corporate social responsibility, philanthropy, public policy and the Company's visibility as a global corporate citizen.

 MERGERS, ACQUISITIONS AND INTEGRATION COMMITTEE⁽¹⁾

2025 Meetings: 5

Committee Members:

George M. Awad, Chairperson (I)

Russell P. Fradin (I)

Charles E. Gottdiener (I)

•   Assist our Board of Directors by:

¡   analyzing and making recommendations to the Board with respect to potential opportunities for strategic business combinations, acquisitions, mergers, dispositions, divestitures and similar strategic transactions involving the Company (each a "Strategic Transaction");

¡   ensuring fairness of process with respect to any proposed Strategic Transaction;

¡   expediting and facilitating the process of reviewing, negotiating and consummating potential Strategic Transactions; and

¡   evaluating the post-closing integration and performance of consummated Strategic Transactions.

Mr. Kumar served as a member of the Mergers, Acquisitions and Integration Committee until January 14, 2025.

 RISK AND COMPLIANCE COMMITTEE

2025 Meetings: 4

Committee Members:

Suzanne P. Clark, Chairperson (I)

George M. Awad (I)

Charles E. Gottdiener (I)

Pamela A. Joseph (I)

•   Assist our Board of Directors by:

¡   assessing the quality and effectiveness of our capabilities, policies, controls and methods for identifying, evaluating, monitoring and mitigating material risks;

¡   overseeing the quality and effectiveness of our risk assessment and enterprise risk management framework, information security framework and our compliance function;

¡   overseeing our compliance with legal and regulatory requirements, including monitoring compliance with consumer financial laws and applicable global data privacy and security regulations;

¡   overseeing 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

¡   reviewing with management the adequacy and effectiveness of internal controls associated with our risk assessment and enterprise risk management framework (in coordination with the Audit Committee).

 TECHNOLOGY COMMITTEE⁽¹⁾⁽²⁾

2025 Meetings: 4

Committee Members:

Charles E. Gottdiener, Chairperson (I)

Sayan Chakraborty (I)

Hamidou Dia (I)

Ravi Kumar (I)

•   Assist our Board of Directors in discharging its responsibilities related to:

¡   overseeing our product, data, information technology and AI strategy and approach and monitoring performance against our functionality and availability strategy and goals;

¡   overseeing the integration and alignment of our technology/AI/product/data-related strategy with our overall business and strategy;

¡   assessing and reviewing major technology/AI/product/data-related projects and investments;

¡   reviewing our technology/AI/product/data-related systems and processes; and

¡   reviewing our information security and operational resilience with respect to data, information technology and AI systems and any other technology, and making recommendations to the Board regarding the approval of policies, periodic assurance and testing, and third-party risks.

Effective January 14, 2025, Mr. Gottdiener was appointed to serve as Chairperson of the Technology Committee and Mr. Kumar was appointed to serve on the Technology Committee.

Sayan Chakraborty was appointed to serve on the Technology Committee, effective January 5, 2026.

 EXECUTIVE COMMITTEE

2025 Meetings: None

Committee Members:

Pamela A. Joseph, Chairperson (I)

Christopher A. Cartwright

Russell P. Fradin (I)

Thomas L. Monahan, III (I)

Linda K. Zukauckas (I)

•   Exercise the powers and authority of the Board during the intervals between meetings of the full Board of Directors.

the business or corporate purpose of the transaction;

whether the transaction is entered into on an arms-length basis and on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances;

whether the transaction would impair the independence of the director or executive officer;

whether the transaction would otherwise present an improper conflict of interest; and

whether the transaction would violate any law or regulation applicable to us or any provision of our Code of Business Conduct.

each person that is the beneficial owner of more than 5% of our outstanding common stock;

each member of our Board;

each of our "named executive officers" (as defined in the section titled "Compensation Discussion and Analysis" in this proxy statement); and

all of the members of our Board and our executive officers as a group.

Name of Beneficial Owner

5% or greater stockholders:

BlackRock, Inc.⁽¹⁾

The Vanguard Group⁽²⁾

Massachusetts Financial Services Company⁽³⁾

Wellington Management Group LLP⁽⁴⁾

Dodge & Cox⁽⁵⁾

Directors and Named Executive Officers:

George M. Awad

Sayan Chakraborty

Suzanne P. Clark

Hamidou Dia

Russell P. Fradin

Charles E. Gottdiener

Pamela A. Joseph

Ravi Kumar

Thomas L. Monahan, III

Charlotte B. Yarkoni

Linda K. Zukauckas

Christopher A. Cartwright⁽⁶⁾

Todd M. Cello

Mohamed F. Abdelsadek⁽⁷⁾

Tiffani L. Chambers

Alicia B. Zuiker

All Directors and Executive Officers as a Group:

(Consisting of 20 persons)

Based solely on information obtained from a Schedule 13G/A filed by BlackRock, Inc. ("BlackRock") with the SEC on October 17, 2025, reporting beneficial ownership as of September 30, 2025. BlackRock has sole voting power over 17,261,238 shares and sole dispositive power over 18,630,274 shares. BlackRock's business address is 50 Hudson Yards, New York, NY 10001.

Based solely on information obtained from a Schedule 13G/A filed by The Vanguard Group ("Vanguard") with the SEC on February 13, 2024, reporting beneficial ownership as of December 29, 2023. Vanguard has shared voting power over 127,597 shares, sole dispositive power over 17,477,750 shares and shared dispositive power over 432,240 shares. Vanguard's business address is 100 Vanguard Blvd., Malvern, PA 19355.

Based solely on information obtained from a Schedule 13G/A filed by Massachusetts Financial Services Company ("MFS") with the SEC on January 28, 2026, reporting beneficial ownership as of December 31, 2025. MFS has sole voting power over 15,170,635 shares and sole dispositive power over 15,540,471 shares. MFS' business address is 111 Huntington Avenue, Boston, MA 02199.

Based solely on information obtained from a Schedule 13G filed by Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP ("Wellington") with the SEC on May 12, 2025, reporting beneficial ownership as of March 31, 2025. Wellington has shared voting power over 8,737,086 shares and shared dispositive power over 10,878,041 shares. Wellington's business address is 280 Congress Street, Boston, MA 02210.

Based solely on information obtained from a Schedule 13G filed by Dodge & Cox ("D&C") with the SEC on February 13, 2026, reporting beneficial ownership as of December 31, 2025. D&C has sole voting power over 9,343,848 shares and sole dispositive power over 9,842,006 shares. D&C's business address is 555 California Street, 40^th Floor, San Francisco, CA 94104.

Represents 321,850 shares of common stock held by Mr. Cartwright and 5,691 shares of common stock held by CarDelCo, LLC.

Includes 22,174 shares underlying restricted stock units ("RSUs") that are scheduled to vest within 60 days of March 16, 2026.

Board of Directors' Annual Retainer

$

95,000

Board Chairperson Fee

$

  150,000

Audit Committee Chairperson Fee

$

30,000

Compensation Committee Chairperson Fee

$

25,000

Nominating and Corporate Governance Committee Chairperson Fee

$

20,000

Mergers, Acquisitions and Integration Committee Chairperson Fee

$

20,000

Risk and Compliance Committee Chairperson Fee

$

20,000

Technology Committee Chairperson Fee

$

20,000

Committee Member Fees

$

10,000

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

Name

George M. Awad

145,000

209,946

-

354,946

Suzanne P. Clark

135,000

209,946

-

344,946

Hamidou Dia

115,000

209,946

-

324,946

Russell P. Fradin

151,250

209,946

-

361,196

Charles E. Gottdiener

145,000

209,946

-

354,946

Pamela A. Joseph

275,000

209,946

-

484,946

Ravi Kumar

115,000

209,946

-

324,946

Thomas L. Monahan, III

141,250

209,946

-

351,196

Linda K. Zukauckas

127,500

209,946

-

337,446

The amounts shown in this column represent the full grant date fair value of the restricted stock grant in 2025 as computed in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718. Assumptions used in the calculation of these amounts are included in Note 16 "Stock-Based Compensation," of the consolidated financial statements contained in our 2025 Annual Report on Form 10-K.Dr. Awad, Messrs. Dia, Fradin, Gottdiener, Kumar and Monahan, and Mses. Clark, Joseph and Zukauckas each received a grant of 2,463 shares of restricted stock under our Second Amended 2015 Plan on May 7, 2025. These are the only outstanding restricted stock grants for each director as of December 31, 2025.

Category (in millions)

Audit fees⁽¹⁾

Audit-related fees⁽²⁾

Tax fees⁽³⁾

All other fees⁽⁴⁾

Total

Consists of fees for professional services rendered for the integrated audit of our annual consolidated financial statements and internal control over financial reporting and the review of our interim consolidated financial statements included in our quarterly reports filed with the SEC, and services normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements, accounting consultations on matters addressed during the audit or interim reviews, and SEC filings, including comfort letters, consents and comment letters.

Consists of fees and expenses for services that are reasonably related to the performance of the audit or review of our consolidated financial statements that are not reported under "Audit Fees." These services include due diligence related to business acquisitions and disposals, carve-outaudits and attestation services.

Consists of professional fees and expenses related to tax planning, tax advice and tax compliance services, of which there were $0.1 million in 2025 and none for tax compliance services in 2024.

Consists of fees for products and services provided by our independent registered public accounting firms that are not included in the first three categories above, which round to zero in both years.

the integrity of TransUnion's financial statements and financial reporting processes and systems of internal control;

the qualifications and independence of TransUnion's independent registered public accounting firm;

the performance of TransUnion's internal audit function and independent registered public accounting firm; and

TransUnion's compliance with legal and regulatory requirements.

Mr. Christopher A. Cartwright-President & Chief Executive Officer;

Mr. Todd M. Cello-Executive Vice President ("EVP"), Chief Financial Officer;

Mr. Mohamed F. Abdelsadek-EVP, Chief Global Solutions Officer;

Ms. Tiffani L. Chambers-EVP, Chief Operations Officer; and

Ms. Alicia B. Zuiker-EVP, Chief Human Resources Officer.

2025 Business Results;

2025 Annual Incentive Plan Performance;

2023 PSU Performance; and

2025 Executive Compensation Program Actions, Results and Changes.

How our executive compensation philosophy and governance practices align with stockholders' interests, reflect best practices and promote thoughtful decision-making while discouraging unnecessary and excessive risk taking (see page 46);

The role of the Compensation Committee, management and compensation consultant in compensation decisions (see page 48);

An overview of our NEOs' 2025 target compensation mix (see page 48);

Key executive compensation components (see page 50);

Our market analysis and benchmarking (see page 51); and

Our 2025 executive compensation program (see page 52).

 What We Do

   Emphasize Company performance. 93% of our CEO's 2025 target compensation and 83% of our other NEOs' 2025 target compensation is "at-risk"based on Company and share price performance.

   Align with stockholders. 80% of our CEO's 2025 target compensation and 65% of our other NEOs' 2025 target compensation consists of LTIs aligned with our stockholders' interests.

   Incentivize both short- and long-term performance. Our PSUs have a three-year vesting and performance period complementing the one-yearperformance period for our annual incentive.

   Require significant stock ownership for our executives.Our executives are subject to minimum stock ownership requirements.

   Compensation Committee advised by an independent compensation consultant.The independent consultant does not provide services to the Company other than advising the Compensation Committee.

   Anti-hedging and pledging stock policies for our officers, directors and employees. Our Insider Trading Policy prohibits, among other things, pledging our stock as collateral for a loan or engaging in hedging transactions.

   Maintain a Clawback Policy. Our executive officers are subject to our Clawback Policy, which complies with SEC rules and NYSE listing standards.

   Pay severance or vest PSUs and RSUs upon a "double trigger" in the event of a change in control. Our "double trigger" requires both a change in control and termination of employment either involuntarily without cause or voluntarily for good reason.

  Provide NEOs with tax gross-upsin the event of a change in control. Taxes are our NEOs' responsibility.

  Permit repricing of underwater stock options without stockholder approval.

  Pay dividend equivalents on unvested RSUs and PSUs. Dividend equivalents on RSUs and PSUs are paid only upon vesting. Dividend equivalents paid on PSUs are based on the number of shares earned as a result of actual Company performance.

  Provide enhanced benefit plans for our NEOs. Our NEOs generally participate in the same retirement, health and welfare plans broadly available to all U.S. salaried employees. Additionally, there are no lifetime benefits for former or retired executives.

  Offer excessive perquisites. We only offer a limited number of perquisites to NEOs including support for personal financial planning, well-being and tickets for sporting, entertainment or other events.

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

Align the focus of our executives with the interests of our stockholders by rewarding executives for the achievement of strategic goals that successfully drive our strategy, operations and business performance and, thereby, enhance stockholder value;

Differentiate pay and rewards based on criticality of role and actual individual and company financial performance while remaining fair and equitable; and

Promote thoughtful decision-making while discouraging unnecessary and excessive risk-taking.

Reviews and approves corporate goals and objectives for our CEO;

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

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

Periodically reviews the operation of our executive compensation programs as well as the administration of such programs to determine whether they are achieving their intended purpose(s);

Requires our executives to establish and maintain significant stock ownership in the Company;

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

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

Recommending a comparator group for benchmarking purposes;

Providing comparator group data on compensation levels and design for our executive officers and outside directors;

Reviewing the Company's compensation policies and practices and providing assessments as to whether such policies and practices are reasonably likely to have a material adverse effect on the Company; and

Providing insight into broader market practices, executive compensation trends and regulatory developments and management compensation proposals.

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

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

Percentages calculated using 2025 annual base salary, target annual incentive and target annual LTI grant value for RSUs and PSUs. Amounts shown have been rounded to the nearest whole percentage. The sign-onequity grants to Mr. Abdelsadek and Mses. Chambers and Zuiker are not included in the above charts.

Component

Description

Purpose

 Fixed  

Base Salary

• Ongoing cash compensation based on the NEO's role, responsibilities, market data and individual performance

• Designed to attract and retain experienced executives

• Recognizes individual experiences, skills and sustained performance

Benefits (health, welfare and retirement)

• Medical, dental, vision, qualified and non-qualified retirement plan

• Same benefits generally available to U.S. employees

Perquisites

• Reimbursement for financial and tax planning services and annual physical program

• Supports personal financial planning needs

• Ensures personal well-being

 At-Risk 

Annual Incentive

• Actual pay varies between 0% and 200% of target

• Uses predominantly financial objectives as well as individual objectives

• Incentivizes and drives the accomplishment of short-term financial and individual strategic goals

Restricted Stock Units

• Represents 50% of target annual LTI grant value

• Vest ratably over a 42-monthperiod from the grant date provided NEO remains continuously employed

• Aligns NEOs to long-term financial and share price performance

• Designed to retain executives

• Aligns NEOs with interest of stockholders

Performance Share Units

• Represents 50% of target annual LTI grant value

• Actual awarded shares vary between 0% and 200% of target

• Performance components include 3-yearCumulative Adjusted Earnings per Share, Cumulative Revenue and Relative TSR

• Vest 100% following 3-yearperformance period based on actual Company performance

• Aligns NEOs to long-term financial and share price performance

• Aligns pay and performance by linking number of shares to financial and market performance

• Aligns NEOs with interest of stockholders

Named Executive Officer

Christopher A. Cartwright

Todd M. Cello

Mohamed F. Abdelsadek

Tiffani L. Chambers

Alicia B. Zuiker

Mr. Abdelsadek and Mses. Chambers and Zuiker do not have 2024 data as each commenced employment with the Company in 2025.

corporate strategy;

annual and long-term operating plans;

performance history;

macroeconomic environment;

input from FW Cook and management; and

difficulty of the performance targets in light of the above factors.

Named Executive Officer

Christopher A. Cartwright

Todd M. Cello

Mohamed F. Abdelsadek

Tiffani L. Chambers

Alicia B. Zuiker

   Objective

Defined Consolidated Adjusted
EBITDA

Consolidated Adjusted EBITDA as reported in our 2025 Annual Report on Form 10-Kfurther adjusted to eliminate the impact of foreign currency fluctuations as approved by management and the Compensation Committee for annual incentive plan purposes.

Defined Consolidated
Revenue

Revenue as reported in our 2025 Annual Report on Form 10-Kfurther adjusted to eliminate the impact of foreign currency fluctuations.

Defined Adjusted Diluted Earnings per Share

Adjusted Diluted Earnings per Share as reported in our 2025 Annual Report on Form 10-Kfurther adjusted to eliminate the per share impact of foreign currency fluctuations as approved by management and the Compensation Committee for annual incentive plan purposes.

Strategic Individual Objectives

Specific individual quantitative and qualitative goals aligned with our strategic objectives.

Operational Standards and Risk Management Objectives

Year-over-year continuous improvement of key metrics related to operational processes, IT service availability and consumer contact resolution.

Financial Objective

Threshold

(50% Payout)

Target

(100% Payout)

Maximum

(200% Payout)

Payout

(%)

Defined Consolidated Adjusted EBITDA*

Defined Consolidated Revenue*

Defined Adjusted Diluted Earnings per Share

Amounts reflect millions.

For 2025, the Compensation Committee adjusted our Defined Consolidated Adjusted EBITDA target from $1,609.7 million to $1,609.2 million, our Defined Consolidated Revenue target from $4,425.1 million to $4,449.7 million and our Defined Adjusted Diluted Earnings per Share target from $4.16 to $4.15, in each case, to reflect the impact of our acquisition of Monevo Limited, which was consummated on April 1, 2025.

 Christopher A. Cartwright,

 President & Chief Executive Officer

Defined Consolidated Adjusted EBITDA

Defined Consolidated Revenue

Defined Adjusted Diluted Earnings per Share

Total

154.0%

$

2,852,447

 Todd M. Cello,

 EVP, Chief Financial Officer

Defined Consolidated Adjusted EBITDA

Defined Consolidated Revenue

Defined Adjusted Diluted Earnings per Share

Total

154.0%

$

1,157,190

 Mohamed F. Abdelsadek,

 EVP, Chief Global Solutions Officer

Defined Consolidated Adjusted EBITDA

Defined Consolidated Revenue

Defined Adjusted Diluted Earnings per Share

Total

154.0%

$

1,001,163

 Tiffani L. Chambers,

 EVP, Chief Operations Officer

Defined Consolidated Adjusted EBITDA

Defined Consolidated Revenue

Defined Adjusted Diluted Earnings per Share

Total

154.0%

$

893,345

 Alicia B. Zuiker

 EVP, Chief Human Resources Officer

Defined Consolidated Adjusted EBITDA

Defined Consolidated Revenue

Defined Adjusted Diluted Earnings per Share

Total

154.0%

$

847,138

Performance Component          

Cumulative Adjusted Diluted Earnings per Share⁽¹⁾

Cumulative Revenue⁽¹⁾

Relative TSR against the companies in the Commercial and Professional Services industry classification within the Russell 3000 Index (the "Relative TSR Peer Group")

Cumulative Adjusted Diluted Earnings per Share is calculated using the definition of Adjusted Diluted Earnings per Share disclosed in our 2025 Annual Report on Form 10-K,adjusted to be on an organic, constant currency basis. Cumulative Revenue is calculated based on revenue reported in our 2025 Annual Report on Form 10-K,adjusted to be on an organic, constant currency basis.

Named Executive Officer

Christopher A. Cartwright

Todd M. Cello

Mohamed F. Abdelsadek

Tiffani L. Chambers

Alicia B. Zuiker

Threshold

(50%

Payout)

Target

(100%

Payout)

Maximum

(200%

Payout)

Cumulative Adjusted EBITDA⁽¹⁾

Cumulative Revenue⁽¹⁾

Relative TSR

Percentile

Percentile

Percentile

and above

Percentile

Amounts reflect millions.

Cumulative Adjusted EBITDA is calculated using the definition of Adjusted EBITDA disclosed in our 2025 Annual Report on Form 10-K,adjusted to be on an organic, constant currency basis. Cumulative Revenue is calculated based on revenue reported in our 2025 Annual Report on Form 10-K,adjusted to be on an organic, constant currency basis.

Named Executive Officer

Performance Metric⁽²⁾

Christopher A. Cartwright

Todd M. Cello