Chris Cartwright
About Chris Cartwright
Christopher A. Cartwright, 59, is President & CEO of TransUnion (since May 2019) and a member of the Board (since 2019). He holds a BBA and a Master’s in Public Accountancy from The University of Texas at Austin . In 2024, TRU delivered revenue of $4,184M (+9% YoY), Consolidated Adjusted EBITDA of $1,506M (+12% YoY), Adjusted Diluted EPS of $3.91 (+16% YoY), and 36.0% Adjusted EBITDA margin (up 90 bps), supporting above-target annual bonuses for NEOs; company TSR value in the Pay vs Performance table was 110.83 in 2024 (indexed to 2019=100) . The 2022 PSU cycle paid out at 30% of target (Relative TSR at 30th percentile, EBITDA/Revenue components at 0%), evidencing rigorous long-term hurdles .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| TransUnion | EVP, U.S. Information Services (prior to CEO) | — | Led largest BU; helped drive transformation into a global information and insights company |
| Decision Insight Information Group | Chief Executive Officer | — | Led portfolio of real property information/software/services businesses across U.S., Canada, Europe |
| Wolters Kluwer | Various exec roles culminating in CEO, Corporate & Financial Services Division and Shared Services, North America | — | Drove growth in global information services and workflow solutions |
| Christie’s Inc. | SVP, Strategic Planning & Operations | — | Strategy and operating leadership |
| Coopers & Lybrand | Strategy Consultant | — | Strategy advisory experience |
External Roles
| Organization | Role | Committee/Notes | Years |
|---|---|---|---|
| P33 Chicago | Director | — | — |
| Griffin Museum of Science and Industry (Chicago) | Board of Trustees | — | — |
Fixed Compensation
| Year | Base salary ($) | Target bonus (% of salary) | Target bonus ($) |
|---|---|---|---|
| 2024 | 1,058,250 | 150% | 1,587,375 |
| 2023 | 1,058,250 | 150% | 1,587,375 |
| 2022 | 1,031,731 (paid) | — | — |
Notes:
- 2024 salary paid amount shown in SCT: $1,066,390 (more working days vs 2023) .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 CEO payout mechanics
| Metric | Weight | Threshold | Target | Max | Actual result | Achievement | Payout attribution |
|---|---|---|---|---|---|---|---|
| Defined Consolidated Adjusted EBITDA | 35% | $1,354.6M | $1,472.4M | $1,531.3M | $1,513.5M | 169.8% | $943,600 |
| Defined Consolidated Revenue | 35% | $3,860.0M | $4,063.1M | $4,185.0M | $4,197.1M | 200.0% | $1,111,163 |
| Defined Adjusted Diluted EPS | 20% | $3.56 | $3.87 | $4.03 | $3.93 | 137.0% | $435,060 |
| Strategic Individual Objectives | 10% | — | 100% | — | Company met modifier objectives | 100.0% | $158,738 |
| Total | 100% | — | — | — | — | 166.9% | $2,648,560 |
AIP metrics and definitions; consolidated performance highlights are disclosed in CD&A .
Long-Term Incentives (LTI)
| Grant date | Instrument | Target/Granted units | Key performance metrics | Vesting details | Grant date fair value ($) |
|---|---|---|---|---|---|
| 2/28/2024 | RSUs | 67,088 | Time-based | 33% on Aug 28, 2025; 33% on Aug 28, 2026; 34% on Aug 28, 2027 | 5,100,030 |
| 2/28/2024 | PSUs | 33,544 target (max shown separately) | 3-yr Cumulative Adjusted Diluted EPS (30%), Cumulative Revenue (20%), Relative TSR vs Russell 3000 Commercial & Professional Services (50%); 0–200% payout; TSR cap at 100% if absolute TSR negative | Cliff vest after 3-year period ending 12/31/2026; settle 2/28/2027 | 6,451,106 |
| 2022–2024 cycle | PSUs (earned 2/25/2025) | 46,016 target | Cumulative Adj. EBITDA (30%), Cumulative Revenue (20%), Relative TSR (50%); overall payout 30% of target; TSR at 30th percentile (61% component payout) | Vested 2/25/2025 (earned shares reflected) | — |
Cartwright’s 2024 target annual LTI value: $10.2M (50% RSUs / 50% PSUs) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 239,345 shares as of Mar 10, 2025 (233,654 direct + 5,691 via CarDelCo, LLC); <1% of shares outstanding |
| Unvested RSUs (12/31/2024) | 67,088 (2/28/2024 grant); 46,080 (2/28/2023); 15,646 (2/25/2022) |
| PSUs outstanding (at max shown, 12/31/2024) | 67,087 (2024 grant); 68,775 (2/28/2023); 49,443 (6/1/2023) – final earned shares depend on performance |
| Recently earned PSUs | 13,919 shares from 2022 PSU cycle (vested 2/25/2025) |
| Stock ownership guidelines | CEO must hold 6x salary; executives must retain 75% of after-tax shares until compliant; all NEOs met requirements as of 12/31/2024 |
| Hedging/pledging | Hedging prohibited; pledging and margin accounts prohibited absent CFO/CLO approval |
| Options | No options reported for NEOs in 2024 tables; no option exercises by NEOs in 2024 |
Vesting cadence implies potential insider selling windows around: Aug 28, 2025; Aug 28, 2026; Aug 28, 2027; PSUs from 2024 grant settle Feb 28, 2027 (subject to performance) .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | CEO employment agreement effective May 9, 2019; 3-year term; auto-renews annually unless 180-day notice |
| Severance (no-CIC) | If terminated without cause, for good reason, or non-renewal by company: 2x (base + target bonus), paid over 18 months; pro-rata vesting of RSUs/PSUs granted on/after Jan 1, 2019 (PSUs subject to actual performance); outplacement up to $50k; COBRA lump sum (18 months) |
| Change in control | Double-trigger equity vesting (termination within 2 years post-CIC); PSUs vest at actual for TSR and target for financial metrics; cash severance same multiple as above |
| Restrictive covenants | Non-compete 12 months; customer non-solicit 12 months; employee non-solicit 24 months; confidentiality and clawback policy apply |
| Good reason triggers | Material reduction in role/comp, relocation >50 miles, or company breach |
Board Governance and Director Service
- Role: Director since 2019; serves on the Executive Committee; not independent by virtue of being CEO .
- Board leadership: Chair is non-executive (Pamela A. Joseph); no Lead Director needed given separation of Chair/CEO .
- Attendance: All directors attended ≥75% of 2024 meetings; Board met five times in 2024 .
- Director pay: Employee directors receive no additional compensation for board service .
Multi-year Summary Compensation (SCT)
| Year | Salary ($) | Stock awards ($) | Non-equity incentive ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 1,066,390 | 11,551,136 | 2,648,560 | 109,043 | 15,375,130 |
| 2023 | 1,055,058 | 16,464,022 | 896,571 | 106,205 | 18,521,855 |
| 2022 | 1,031,731 | 8,602,920 | 743,943 | 93,802 | 10,472,396 |
Selected perquisites and retirement contributions for 2024 are detailed (financial/tax planning, annual physical, travel imputed income, charity match, and retirement plan matches) .
Compensation Structure Analysis
- High at-risk mix linked to results: 92% of CEO 2024 target comp is at-risk; 79% in long-term equity, aligning with shareholders .
- AIP alignment: 2024 AIP paid 166.9% of target on strong revenue/EPS/EBITDA overachievement; metric weights favor profitable growth (35% EBITDA, 35% revenue, 20% EPS, 10% strategic) .
- LTI rigor: 2022–2024 PSU cycle paid 30% of target; Relative TSR only 30th percentile; below-target financial components—indicates stretch long-term goals and market-relative discipline .
- Governance safeguards: Independent comp consultant (FW Cook), clawback policy, anti-hedging/pledging, no tax gross-ups on CIC, and no option repricing .
- Peer group calibration: 2024 comparator group added Broadridge, Clarivate, ICE, Nasdaq; removed Nielsen, Paychex—reflecting evolving market comps .
Performance & Track Record
- 2024 execution: Revenue +9% to $4,184M; Adj. EBITDA +12% to $1,506M; Adj. EPS +16% to $3.91; margin +90 bps to 36.0% .
- Strategic milestones: Transformation and modernization progressed; exceeded revenue growth expectations; collaboration with Credit Sesame announced Feb 2025; expansion of cyber incident response; international expansion including agreement to acquire majority of Trans Union de Mexico (announced Jan 2025) .
- Investor support: Say-on-Pay approval of 95.78% at 2024 meeting, signaling strong shareholder endorsement of pay program .
Say-on-Pay & Compensation Committee
- Say-on-Pay: 95.78% support in 2024 .
- Compensation Committee: Independent directors (chair transition in 2025); uses FW Cook; no interlocks/insider participation issues .
Risk Indicators & Red Flags
- PSU underperformance in 2022–2024 (30% payout) highlights long-term challenge versus peers despite strong 2024 recovery .
- Equity vesting over next 24–30 months may create sellable supply (RSU tranches Aug 2025/2026/2027; PSUs Feb 2027), though ownership guidelines and pre-clearance mitigate indiscriminate selling .
- Hedging/pledging restrictions reduce misalignment risk; clawback aligned to SEC/NYSE rules .
Equity Ownership & Director Governance (Supplemental)
- Ownership of senior insiders and top shareholders disclosed; Cartwright ownership below 1% (239,345 shares) .
- Board independence: 8 of 10 2025 nominees independent; Non-executive Chair; robust committee structure including Risk & Compliance and Technology .
Employment & Contracts (Supplemental detail)
- Good reason definition includes material role/comp reduction, breach, or relocation >50 miles; non-compete and non-solicit periods 12–24 months .
- Double-trigger equity acceleration post-CIC; treatment of PSUs balances target vs actual depending on metric .
Investment Implications
- Alignment: High at-risk pay and rigorous PSU design (30% payout for 2022–2024) suggest strong pay-for-performance. 2024 overachievement (AIP 166.9%) evidences operational momentum under Cartwright .
- Retention risk: Low near term—CEO meets 6x ownership guideline; severance at 2x salary+target; clear non-compete/safeguards .
- Trading signals: Expect periodic liquidity events around RSU/PSU vest dates (Aug 2025–2027; Feb 2027). Monitor Form 4s around these dates for potential selling pressure; guidelines and pre-clearance policies temper risk .
- Governance: Separation of Chair/CEO, strong Say-on-Pay support, and hedging/pledging prohibitions reduce governance discount; no tax gross-ups or repricing risk .