Charles Gottdiener
Director at TRU
Board
About Charles E. Gottdiener
Charles E. Gottdiener (age 60) is a director of TransUnion since February 2022 and CEO of Anaplan, Inc. since December 2022; he previously served as President & CEO of Neustar, Inc. (2018–2021) and held senior operating roles at Providence Equity Partners and Dun & Bradstreet. He will qualify as an independent director under NYSE rules as of March 31, 2025 (three years from his last date of employment with TransUnion) . He holds a B.A. in Psychology from Grinnell College and an M.B.A. from the Wharton School of the University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anaplan, Inc. | Chief Executive Officer | Dec 2022–present | Leads enterprise planning platform; CEO experience relevant to tech oversight |
| Neustar, Inc. | President & Chief Executive Officer | 2018–Dec 2021 | Transformed Neustar into info services/tech leader; integration relevance post-TRU acquisition |
| Providence Equity Partners | Head of Portfolio Operations; Chief Operating Officer | 2010–2018 | Interim CEO/board roles at multiple portfolio companies (Blackboard, SRA International, Altegrity, Survey Sampling, VRAD, Ascend Learning) |
| Dun & Bradstreet | President, Global Risk, Analytics & Internet Solutions; other strategy/operating roles | ~7 years (prior to Providence) | Data/analytics leadership; industry knowledge |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| Anaplan, Inc. | Chief Executive Officer & Director | Dec 2022–present | No public boards disclosed for Gottdiener |
Board Governance
- Committees: Mergers, Acquisitions & Integration (member); Risk & Compliance (member); Technology (Chairperson, effective Jan 14, 2025) .
- Independence: Not independent as of the proxy date due to prior employment at TransUnion; will be independent as of March 31, 2025 .
- Attendance: Each director attended at least 75% of Board and relevant committee meetings in 2024; Board met five times (Gottdiener included) .
- Board leadership: Non-Executive Chairperson (Pamela A. Joseph); CEO and Chair roles are separated; independent directors meet in executive session regularly .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board of Directors’ Annual Retainer | $95,000 | Standard for all non-employee directors |
| Committee Member Fees | $10,000 | Per committee (no Executive Committee fees) |
| Committee Chair Fees | $20,000 | Technology Committee Chair fee (Gottdiener appointed Chair effective Jan 14, 2025; 2024 cash reflects pre-chair status) |
| Fees Earned in Cash (Actual) | $125,000 | Reflects retainer and committee service in 2024 |
| Stock Awards (Grant-date fair value) | $189,937 | Annual restricted stock grant under Second Amended 2015 Plan |
| Total (Cash + Equity) | $314,937 | Director compensation total for 2024 |
Performance Compensation
- Equity structure: Non-employee directors receive time-vesting restricted stock; no performance-based equity metrics for directors .
- 2024 grant: 2,543 shares of restricted stock granted May 2, 2024; vest on the one-year anniversary and accrue dividend equivalents payable upon vesting .
| Grant Date | Instrument | Shares | Fair Value | Vesting |
|---|---|---|---|---|
| May 2, 2024 | Restricted Stock | 2,543 | $189,937 | 1-year cliff vest (May 2, 2025) |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Gottdiener . No compensation committee interlocks involving Gottdiener disclosed; 2024 Compensation Committee members were Fradin (Chair), Bosworth, Kumar, Joseph . |
Expertise & Qualifications
- Technology, data, and transformation: Former Neustar CEO; technology oversight as TRU Technology Committee Chair; deep data/analytics background from D&B .
- M&A and integration: Member of Mergers, Acquisitions & Integration Committee; prior Providence Equity portfolio operations leadership; relevant to TRU’s acquisition integration .
- Risk oversight: Member of Risk & Compliance Committee; Board-level experience in privacy, security, and compliance frameworks .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Charles E. Gottdiener | 7,626 | <1% |
- Director stock ownership guidelines: Requirement equals 5× annual retainer; directors must retain 75% of after-tax shares until compliant .
- Compliance status: As of Dec 31, 2024, compliance met by applicable directors except Dia, Gottdiener, and Kumar (appointed in 2022); these directors are still within the expected period to reach guideline levels .
- Hedging/pledging: Insider Trading Policy prohibits pledging and hedging; company maintains an executive clawback policy .
Governance Assessment
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Positives:
- Committee leadership and relevance: Technology Committee Chair and membership on Risk & Compliance and M&A/Integration align with his operating and tech credentials, strengthening Board effectiveness in strategy, cyber/data oversight, and deal integration .
- Attendance and engagement: Met minimum attendance expectations; Board structure features independent Chair and regular executive sessions, supporting robust governance .
- No related-party transactions disclosed involving Gottdiener; standard policy and Audit Committee oversight in place .
-
Watch items:
- Independence timing: He was non-independent through March 30, 2025 due to prior employment at TRU; independence effective March 31, 2025. During the non-independent period, sensitivity around committee roles—particularly Risk & Compliance—warrants monitoring, though NYSE compliance is acknowledged in the proxy .
- Ownership alignment: Not yet at director guideline levels as of year-end 2024 (consistent with 2022 appointment timing); continued accumulation expected via annual grants and retention requirement .
-
RED FLAGS:
- None disclosed related to hedging, pledging, options repricing, tax gross-ups, or related-party transactions; the company’s policies prohibit or mitigate these risks .
-
Investor implications:
- Transition to independence on March 31, 2025 mitigates conflict risk; combined with his chair role in Technology and membership in Risk & Compliance/M&A, he is positioned to influence TRU’s transformation, AI/data governance, and integration outcomes—areas material to investor confidence in execution and risk management .