Pamela Joseph
Chair of the Board at TRU
Board
About Pamela A. Joseph
Pamela A. Joseph (age 66) is the independent Non‑Executive Chairperson of TransUnion’s Board, serving as a director since September 2015 and Chair since 2020 . She is CEO (since October 2022) and Executive Chair (since 2021) of Xplor Technologies, and an Operating Partner at Advent International . Her payments industry credentials include prior CEO roles at Clearent (2019–2021), President & COO at Total System Services (2016–2017), and Vice Chairman of U.S. Bancorp Payment Services and Chairman of Elavon (2004–June 2015) . She holds a B.S. from the University of Illinois at Urbana‑Champaign .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clearent (payments processing) | Chief Executive Officer | 2019–2021 | Led payments operations |
| Total System Services, Inc. | President & Chief Operating Officer | May 2016–Sept 2017 | Senior operating leadership |
| U.S. Bancorp Payment Services / Elavon | Vice Chairman; Chairman of Elavon | 2004–June 2015 | Oversaw payments subsidiary (Elavon) |
| Advent International | Operating Partner | Not disclosed (current) | Private equity operating expertise |
External Roles
| Organization | Role | Tenure | Board Committees |
|---|---|---|---|
| Xplor Technologies | CEO; Executive Chair | CEO since Oct 2022; Exec Chair since 2021 | Executive leadership |
| Paychex, Inc. (Nasdaq: PAYX) | Director | Not disclosed | Nominating & Governance (Chair), Compensation & Leadership, Corporate Development Advisory |
| Adyen N.V. (ADYEN.AS) | Director | Not disclosed | Audit and Risk Committee |
Board Governance
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Member | 6 |
| Nominating & Corporate Governance | Member | 4 |
| Risk & Compliance | Member | 4 |
| Executive Committee | Chairperson | None in 2024 |
- Board leadership: Non‑Executive Chairperson; lead director not appointed because Chair and CEO roles are separated, which the Board believes strengthens independent oversight and accountability .
- Independence: Board affirmed Ms. Joseph has no material relationship with the Company and qualifies as independent under NYSE rules .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024; the Board met five times, and all then‑serving directors attended the 2024 Annual Meeting .
- Executive sessions: Non‑management directors meet in executive session with Ms. Joseph presiding .
- Risk oversight: Risk & Compliance Committee oversees enterprise risk management, cybersecurity, legal/regulatory compliance; Audit Committee coordinates on financial reporting and compliance; regular reporting to the Board .
Fixed Compensation (Non‑Employee Director Program; 2024)
| Component | Amount (USD) |
|---|---|
| Board Annual Retainer | $95,000 |
| Board Chairperson Fee | $150,000 |
| Committee Member Fee (per committee) | $10,000 |
| Committee Chair Fees (reference) | Audit: $30,000; Compensation: $25,000; NCG: $20,000; M&A & Integration: $20,000; Risk & Compliance: $20,000; Technology: $20,000 |
| Pamela A. Joseph – Cash Fees (2024) | Amount (USD) |
|---|---|
| Board Retainer | $95,000 |
| Chairperson Fee | $150,000 |
| Committee Member Fees (Comp, NCG, Risk – 3×$10,000) | $30,000 |
| Total Cash Fees | $275,000 |
Performance Compensation (Director Equity; 2024)
| Award Type | Grant Date | Shares | Grant Date Fair Value (USD) | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock | May 2, 2024 | 2,543 | $189,937 | One‑year anniversary of grant | Directors receive dividend rights; issued under Second Amended 2015 Plan |
Director equity is time‑vested restricted stock with no performance conditions; dividend equivalents consistent with stockholder rights .
Company PSU metrics overseen by the Compensation Committee (context for performance alignment):
| Metric | Weighting | Performance Period |
|---|---|---|
| Relative TSR vs Peer Group | 50% | 2025–2027 |
| Cumulative Revenue | 20% | 2025–2027 |
| Cumulative Adjusted Diluted EPS | 30% | 2025–2027 |
Other Directorships & Interlocks
| Company | Listing | Role | Committee Roles |
|---|---|---|---|
| Paychex, Inc. | Nasdaq: PAYX | Director | Nominating & Governance (Chair), Compensation & Leadership, Corporate Development Advisory |
| Adyen N.V. | ADYEN.AS | Director | Audit and Risk Committee |
Expertise & Qualifications
- Payments and financial technology leadership (U.S. Bancorp/Elavon, TSYS, Clearent, Xplor) .
- Board governance and risk oversight through service on Compensation, NCG, Risk & Compliance, and chairing Executive Committee .
- Public board experience with Paychex and Adyen, including chairing a key governance committee at Paychex and audit/risk oversight at Adyen .
- Academic credentials: B.S., University of Illinois at Urbana‑Champaign .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Pamela A. Joseph | 37,246 | <1% (based on 195,140,439 shares outstanding) |
- Director stock ownership guideline: 5× annual Board retainer; directors must retain 75% of after‑tax shares until compliant; as of Dec 31, 2024, all applicable directors had met the requirement except Messrs. Dia, Gottdiener and Kumar (Ms. Joseph meets guideline) .
- Hedging and pledging: Company prohibits hedging and pledging of TransUnion stock for directors, officers and employees per policy and governance highlights .
Governance Assessment
- Strengths: Independent Non‑Executive Chair; active roles on Compensation, NCG, and Risk & Compliance; presides over executive sessions; positive investor sentiment reflected in recent Say‑on‑Pay support of 95.78% (2024) .
- Alignment: Director equity delivered annually (time‑vested RS) and robust ownership requirement supports alignment; Ms. Joseph’s cash fees map precisely to Chair and committee responsibilities, indicating programmatic consistency .
- Attendance & compliance: Directors met ≥75% attendance; no Section 16(a) filing delinquencies in 2024, supporting governance discipline .
- Risk indicators to monitor: Extensive external commitments (Xplor CEO/Exec Chair; Advent Operating Partner; Paychex and Adyen boards) may increase time demands; Board oversight and attendance thresholds in place and met in 2024 .
- Related‑party transactions: Company maintains a formal related person transactions policy with Audit Committee review; approval requires arm’s‑length terms and consideration of independence/conflict risks .