George Awad

About George M. Awad

Independent director of TransUnion since November 2013 (11 years of service). Age 64. Founder and Principal of Gibraltar Capital Corporation (est. 2011). Former senior Citigroup executive (CEO of Consumer Finance; CEO, North America Cards; CEO, Global Consumer Group EMEA). Current TRU committees: Audit (member), Risk & Compliance (member), and Mergers, Acquisitions & Integration (Chair). Designated an “audit committee financial expert” under SEC rules. Education: B.S. American University of Beirut; MBA University of Pittsburgh (Katz); Doctorate in Management, Case Western Reserve University.

Past Roles

Organization	Role	Tenure	Committees / Impact
Citigroup	CEO, Consumer Finance; CEO, North America Cards; CEO, Global Consumer Group EMEA	Not disclosed	Led large global consumer financial services businesses; provides global business acumen and financial expertise to TRU’s Board

External Roles

Organization	Role	Tenure	Focus / Notes
Gibraltar Capital Corporation	Founder & Principal	Established 2011	Wealth management/advisory for internationally-based HNW families

Board Governance

Governance Item	Detail
Independence status	Board determined Dr. Awad is independent under NYSE standards
Committees	Audit (member); Risk & Compliance (member); Mergers, Acquisitions & Integration (Chair)
Committee meeting cadence (2024)	Audit: 7; Risk & Compliance: 4; M&A & Integration: 4
Audit committee financial expert	Qualifies as an “audit committee financial expert” (Item 407(d)(5) of Reg S‑K)
Attendance	Each director attended at least 75% of Board and committee meetings in 2024; Board met 5 times; all then-serving directors attended the 2024 Annual Meeting
Board leadership	Non-Executive Chair (Pamela Joseph). No Lead Director because Chair and CEO roles are separated
Executive sessions	Non-management directors meet regularly in executive session, presided over by the Board Chair
Related party transactions	Proxy includes policy and review/approval process; no specific related person transactions are disclosed involving Dr. Awad

Fixed Compensation

Component (2024)	Amount
Fees earned in cash	$145,000
Notes on program structure	Annual Board retainer $95,000; Committee member fee $10,000; Committee Chair fees: M&A & Integration $20,000; Audit $30,000; R&C $20,000; Technology $20,000; NCG $20,000; Compensation $25,000; Board Chair $150,000

Performance Compensation

Equity Award (2024)	Grant Date	Type	Shares	Grant-Date Fair Value	Vesting
Annual director grant	May 2, 2024	Restricted Stock	2,543	$189,937	Vests on 1-year anniversary; carries stockholder rights incl. dividends during vesting

Director equity is time-vested restricted stock; no performance metrics apply to non-employee director awards .

Other Directorships & Interlocks

Company	Role	Committee Roles	Notes
—	—	—	No current other public company boards disclosed for Dr. Awad
Compensation Committee interlocks	—	—	Company reported no interlocks among 2024 Compensation Committee members; Dr. Awad is not a member of that committee

Expertise & Qualifications

Extensive operational leadership across global consumer financial services; founder/investor background via Gibraltar Capital .
Financial expertise; designated audit committee financial expert .
M&A oversight experience as Chair of Mergers, Acquisitions & Integration Committee (mandate includes process fairness, diligence, integration performance reviews) .
Education includes BS, MBA, and Doctorate in Management, supporting governance and strategic oversight depth .

Equity Ownership

Item	Detail
Beneficial ownership	27,026 TRU shares (less than 1%)
Shares outstanding (for context)	195,140,439 as of Mar 10, 2025
Ownership as % of outstanding (approx.)	~0.014% (27,026 / 195,140,439)
Unvested director equity outstanding at 12/31/2024	2,543 unvested restricted shares from May 2, 2024 grant
Director ownership guidelines	5x annual retainer; directors must retain 75% of after-tax shares until met
Compliance with guidelines	All applicable directors met as of 12/31/2024 (exceptions: Dia, Gottdiener, Kumar); implies Dr. Awad met the guideline
Hedging/pledging policy	Company prohibits pledging and hedging by officers, directors and employees
Section 16(a) reporting	No delinquent Section 16 filings for directors in 2024

Governance Assessment

Strengths
- Independent director with 11-year tenure, providing continuity and firm-specific knowledge (average independent director tenure: 6.3 years) .
- Serves as Audit member and SEC-designated audit committee financial expert, enhancing financial reporting oversight .
- Chairs Mergers, Acquisitions & Integration Committee; clear remit to ensure process fairness, diligence quality, and post-close integration oversight—supportive of disciplined capital allocation and integration outcomes .
- Member of Risk & Compliance Committee, contributing to oversight of enterprise risk, compliance, and information security/cyber risk frameworks .
- Strong alignment: meets director stock ownership guideline; receives balanced cash/equity pay; equity grants vest over one year; no options or special perquisites; hedging/pledging prohibited .
- Board-wide investor signaling: 95.78% Say-on-Pay support (2024), and engagement with holders representing >65% of outstanding shares during 2024 .
Watch items
- Tenure above Board’s independent average (11 vs 6.3 years) may prompt some investors to monitor independence refresh dynamics over time, though the Board affirms his independence under NYSE rules .
- No specific related person transactions disclosed involving Dr. Awad; continued monitoring warranted given outside investment activities via Gibraltar Capital, though Company policy requires Audit Committee review/approval of any such matters .
Net assessment
- Profile reflects a financially sophisticated, independent director with relevant financial services and M&A oversight experience, meaningful committee responsibilities (including chair), strong attendance expectations, and clear alignment via ownership guidelines—supportive for investor confidence in governance and risk oversight at TRU .