Heather Russell
About Heather Russell
Executive Vice President, Chief Legal Officer and Corporate Secretary at TransUnion since June 1, 2018, with responsibility that includes serving as a designated proxy holder for the annual meeting and as the forwarding contact for communications to directors, reflecting centrality in governance and disclosure controls . During her tenure, TRU delivered 2020 revenue of $2.717B and Adjusted EBITDA of $1.045B (COVID-impacted), with 2020 annual incentive corporate results of 0% payout on Defined Corporate Adjusted EBITDA and 26.4% on Defined Corporate Revenue; the 2018–2020 PSUs paid at 175% overall (EBITDA 149%, Revenue 192%, TSR 200%) . Subsequent PSU cycles show variability: 2019–2021 paid at 131% overall , 2020–2022 paid at 43.85% overall , and 2021–2023 paid at 100% overall (EBITDA and Revenue at 200%, TSR 0%), indicating a balanced design that can move with fundamentals and market-relative returns .
Past Roles
- Not disclosed in cited filings .
External Roles
- Not disclosed in cited filings .
Fixed Compensation
| Metric | 2020 |
|---|---|
| Base Salary ($) | 500,000 |
| Target Bonus (% of salary) | 100% |
| Target Bonus ($) | 500,000 |
| Non-Equity Incentive Paid ($) | 101,400 |
| Discretionary Bonus ($) | 300,400 |
| All Other Compensation ($) | 73,191 |
| Total Compensation ($) | 2,705,000 |
Notes: The Compensation Committee applied discretionary adjustments in 2020 recognizing pandemic execution; Ms. Russell’s discretionary bonus was $300,400 and individual objectives were assessed above target based on ERM leadership, litigation/regulatory management, elevating ESG, and continuity/employee safety .
Performance Compensation
2020 Annual Incentive (corporate components)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Defined Corporate Adjusted EBITDA | 50% (for Russell) | Not disclosed | Below threshold | 0% |
| Defined Corporate Revenue | 20% (for Russell) | Not disclosed | $2,748.3M | 26.4% |
| Individual Objectives (qualitative) | Not disclosed | Not disclosed | Above target for Russell | Applied via total payout and discretionary bonus |
PSU Program Design and Results (company-level; impacts Russell’s PSU payouts)
| PSU Cycle | Metric | Weighting | Actual/Percentile | Payout |
|---|---|---|---|---|
| 2018–2020 | Cumulative Adjusted EBITDA | 45% | $2,828.3M | 149% |
| 2018–2020 | Cumulative Revenue | 20% | $6,955.7M | 192% |
| 2018–2020 | Relative TSR | 35% | 85th percentile | 200% |
| 2018–2020 | Overall | — | — | 175% |
| 2019–2021 | Cumulative Adjusted EBITDA | 45% | $3,151.6M | 94% |
| 2019–2021 | Cumulative Revenue | 20% | $7,739.9M | 129% |
| 2019–2021 | Relative TSR | 35% | 74th percentile | 181% |
| 2019–2021 | Overall | — | — | 131% |
| 2020–2022 | Cumulative Adjusted EBITDA | 45% | $3,297.8M | 65% |
| 2020–2022 | Cumulative Revenue | 20% | $8,358.2M | 73% |
| 2020–2022 | Relative TSR | 35% | 24th percentile | 0% |
| 2020–2022 | Overall | — | — | 43.85% |
| 2021–2023 | Cumulative Adjusted EBITDA | 30% | $3,475.7M | 200% |
| 2021–2023 | Cumulative Revenue | 20% | $8,832.8M | 200% |
| 2021–2023 | Relative TSR | 50% | 14th percentile | 0% |
| 2021–2023 | Overall | — | — | 100% |
Russell-specific 2018 PSU vesting detail
| Metric | # Target PSUs | Payout % | Shares Earned |
|---|---|---|---|
| Cumulative Adjusted EBITDA | 2,280 | 149% | 3,397 |
| Cumulative Revenue | 1,014 | 192% | 1,946 |
| Relative TSR | 1,774 | 200% | 3,548 |
2020 grants to Russell: 1,154 target PSUs granted 2/21/2020 (fair value $530,046); vesting based on 2020–2022 PSU performance (overall 43.85% company payout) .
Equity Ownership & Alignment
Beneficial Ownership
| As of | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| March 15, 2021 | 9,419 | <1% |
TRU executives must hold stock equal to 3x salary (CEO 6x) and retain 75% of after-tax shares until compliant; all NEOs were in compliance in 2020/2022 .
Outstanding Equity Awards (12/31/2020)
| Grant Date | Award Type | Unvested/Target (#) | Market Value ($) | Vesting Terms |
|---|---|---|---|---|
| 5/12/2020 | RSU (one-time retention) | 9,993 | 991,505 | Vests fully on 5/12/2023 |
| 2/21/2020 | RSU (annual) | 4,620 | 458,396 | 33% 2/21/2021, 33% 2/21/2022, 34% 2/21/2023 |
| 2/21/2020 | PSU (target) | 4,620 | 458,396 | 3-year performance period; payout per 2020–2022 results |
| 2/20/2019 | RSU | 5,552 | 550,869 | Vests 2/20/2022 |
| 2/20/2019 | PSU (target) | 5,552 | 550,869 | 3-year performance; vested 2/20/2022 |
| 6/1/2018 | PSU (actual basis shown) | 8,891 | 882,165 | 2018–2020 PSU, vested 2/16/2021 at 175% |
| 6/1/2018 | RSU | 5,069 | 502,946 | Vested 2/16/2021 |
No options reported for Russell; Company policy prohibits hedging and restricts pledging/margin accounts without CFO and CLO approval, reducing misalignment risk; all NEOs met ownership requirements, further aligning interests .
Deferred Compensation (2020)
| Component | Amount ($) |
|---|---|
| Executive Contributions | 89,373 |
| Company Contributions | 29,992 |
| Aggregate Balance (12/31/2020) | 164,733 |
Employment Terms
Severance and Change-in-Control Economics (scenario analysis at 12/31/2020)
| Scenario | Severance Payments ($) | Value of PSUs/RSUs ($) | Other Benefits ($) | Total ($) |
|---|---|---|---|---|
| Involuntary Termination (without cause)/Good Reason | 2,005,942 | — | 72,928 | 2,078,870 |
| Death | — | 4,015,830 | — | 4,015,830 |
| Disability | — | 4,015,830 | — | 4,015,830 |
| Qualifying Termination within 2 Years after CIC | 2,005,942 | 4,015,830 | 72,928 | 6,094,700 |
Key contractual terms:
- Severance multiple: for NEOs other than CEO, 1.5x the sum of annualized base salary + average of previous two years’ actual bonuses; plus pro rata target annual incentive; paid over 18 months .
- Double-trigger equity vesting: RSUs/PSUs fully vest only upon qualifying termination within two years after a change in control (unless awards aren’t assumed), with PSUs paid on actual TSR at CIC and target for EBITDA/Revenue components .
- Outplacement/COBRA: 12 months of outplacement (up to $35,000 for non-CEO NEOs) and a lump-sum equal to 18 months of COBRA premiums upon qualifying separation .
- “Good reason” includes material reduction in role/compensation, relocation >50 miles, or material breach; non-compete 12 months; customer non-solicit 12 months; employee non-solicit 12 months for NEOs .
- Clawback: incentive compensation subject to recoupment upon restatement and other triggers; in 2024, a revision constituting a “restatement” was evaluated with no recovery required for 2021 PSUs .
Board/Governance Interface (relevance to role)
- As Executive Vice President, Chief Legal Officer, Russell is designated as proxy holder and the routing contact for shareholder communications to committee chairs and independent directors, underscoring centrality in governance and investor engagement processes .
Equity Plan Mechanics and Vesting Schedules (pressure indicators)
- 2020 RSUs vest ratably over three years (Feb 2021/2022/2023), and May 12, 2020 retention RSUs vested May 12, 2023—events that can create periodic selling capacity; PSUs follow three-year performance cycles with payouts between 0–200% based on EBITDA, Revenue, and Relative TSR .
Say-on-Pay & Shareholder Feedback
- The Board recommended “FOR” on advisory votes to approve NEO compensation in 2023, 2024, and 2025 proxies, reflecting confidence in the pay program design; specific approval percentages were not disclosed in the cited sections .
Compensation Structure Analysis (signals)
- High equity mix with multi-year vesting and double-trigger CIC treatment aligns incentives and reduces windfall risk; hedging prohibited and pledging restricted, with robust ownership guidelines and verified compliance in 2020/2022, supporting long-term alignment .
- 2020 one-time retention RSU grant ($749,975; 9,993 RSUs) for Russell addresses retention risk during pandemic and aligns via three-year cliff vest; committee noted competitive benchmarking rationale .
- 2020 annual incentive used discretion to recognize execution amid COVID-19 while keeping payouts (avg ~80% of target) below 2019 levels (avg 137%), indicating restraint and responsiveness to circumstances .
- PSU outcomes varied by cycle (175% for 2018–2020; 43.85% for 2020–2022; 100% for 2021–2023), showing sensitivity to fundamentals and TSR, which informs expected realized pay variability .
Investment Implications
- Alignment: Russell’s compensation emphasizes equity with stringent ownership requirements and anti-hedging/pledging controls, reducing agency risk and signaling long-term alignment; all NEOs were in compliance with ownership guidelines in 2020/2022 .
- Retention and potential selling pressure: The large 2020 retention RSUs vested in 2023, meaning the most acute vest-driven selling pressure has passed; ongoing LTI is performance-weighted (PSUs) and subject to double-trigger CIC, moderating single-trigger risk .
- Pay-for-performance: Annual incentive and PSU frameworks tied to EBITDA, Revenue, and TSR have produced variable realized outcomes (e.g., 43.85% for 2020–2022 vs. 100% for 2021–2023), which should continue to track estimate momentum and relative returns—relevant for assessing insider confidence when new grants are awarded .
- Downside protection vs. risk-taking: Severance at 1.5x salary+bonus average and outplacement/COBRA support reduce abrupt departure risk; clawback policy and restrictive covenants temper excessive risk-taking, limiting governance red flags .