Russell Fradin
Director at TRU
Board
About Russell Fradin
Russell P. Fradin (age 69) is an independent director of TransUnion, serving since July 2018. He is an Operating Partner at private investment firm Clayton, Dubilier & Rice, and a seasoned CEO/operator with prior leadership roles at SunGard, Aon Hewitt, BISYS, ADP, and McKinsey. He holds a B.S. in economics from the Wharton School (University of Pennsylvania) and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SunGard Data Systems | President & CEO | 2011–2015 | Led company through sale to FIS in 2015 |
| Aon Hewitt (Hewitt Associates + Aon Consulting) | Chairman & CEO | 2006–2010+ | Oversaw successful 2010 merger integration |
| The BISYS Group | CEO | Prior to 2006 | CEO experience in financial services outsourcing |
| Automatic Data Processing (ADP) | Senior executive | Prior to 2006 | Senior operating roles |
| McKinsey & Company | Senior executive | Prior to ADP | Strategy/operations background |
External Roles
| Company | Role | Tenure | Committee Positions |
|---|---|---|---|
| Alight, Inc. (NYSE: ALIT) | Chair of the Board | March 2025–present | Board Chair |
| Hamilton Insurance Group, Ltd. (NYSE: HG) | Director | 2016–2024 | Compensation & Personnel Committee Chair (2022–2024) |
| Best Buy Co., Inc. (NYSE: BBY) | Director | 2013–2020 | Director |
| Clayton, Dubilier & Rice | Operating Partner | 2016–present | Operating partner role (private firm) |
Board Governance
| Dimension | Details |
|---|---|
| Independence | Board affirmatively determined Fradin is independent under NYSE standards |
| Committee memberships (2025) | Compensation (Chair until Apr 1, 2025, then member), Nominating & Corporate Governance (Chair), Mergers, Acquisitions & Integration (member), Executive Committee (member) |
| Committee changes | Effective Apr 1, 2025, Fradin steps down as Compensation Committee Chair; Monahan becomes Chair; Fradin remains a member |
| Attendance | Each director attended at least 75% of Board and committee meetings in 2024; Board met five times; all directors attended the 2024 annual meeting |
| Board leadership | Non-Executive Chair: Pamela A. Joseph; independent committees (Audit, Compensation, NCG, Risk, Tech, M&A) |
| Executive sessions | Non-management directors meet in regular executive sessions; chaired by Board Chair |
| Governance highlights | Majority voting, declassified board, no supermajority provisions, clawback policy, stock ownership guidelines, no poison pill, no pledging/hedging policy |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (total) | $170,000 | Board retainer + chair/member fees (paid quarterly) |
| Board annual retainer | $95,000 | Standard non-employee director retainer |
| Chair fees (program terms) | Comp Chair: $25,000; NCG Chair: $20,000 | Applicable while serving as Chair |
| Committee member fees | $10,000 per committee | Executive Committee member service has no fees |
After May 2024 review, the Compensation Committee (advised by FW Cook) recommended no changes to director pay program .
Performance Compensation
| Equity Grant (2024) | Grant Date | Shares Granted | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock (time-vested) | May 2, 2024 | 2,543 | $189,937 | One-year cliff (vests May 2, 2025) | Directors have standard shareholder rights incl. dividends |
Director equity awards are time-based RSUs/restricted stock; no performance metrics apply to director equity grants .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Compensation Committee interlocks | None. During 2024, Fradin (Chair), Bosworth, Kumar, and Joseph served on TRU’s Compensation Committee; no cross-comp committee interlocks with executive officers at other entities; no insider participation |
Expertise & Qualifications
- Proven CEO/operator and private equity operating partner; deep experience in organizational transformation and human capital (Aon Hewitt merger; SunGard sale) .
- Corporate governance leadership as Chair of TRU Nominating & Corporate Governance Committee and prior Compensation Committee Chair .
- Industry breadth across information services, HR solutions, fintech/technology-enabled services .
- Education: Wharton B.S. (Economics), Harvard MBA .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common stock) | 16,088 shares |
| Unvested restricted stock (as of 12/31/2024) | 2,543 shares (granted 5/2/2024) |
| Shares outstanding (record date) | 195,140,439 shares |
| Ownership as % of outstanding | ~0.008% (16,088 / 195,140,439) |
| Director stock ownership guideline | 5x annual retainer; must retain 75% of after-tax shares until met |
| Guideline compliance | All applicable directors met requirements as of 12/31/2024 (exceptions: Dia, Gottdiener, Kumar); implies Fradin met |
| Pledging/Hedging | Prohibited by TRU policy for officers, directors, employees |
Governance Assessment
- Board effectiveness: Fradin brings seasoned CEO/PE operating partner perspective and chairs NCG; he led Compensation Committee through 2024 and remains a member post-chair transition—supports continuity with fresh chair rotation .
- Independence and attendance: Independent per NYSE standards; at least 75% meeting attendance achieved in 2024; full Board attended annual meeting—supports engagement .
- Director pay alignment: Mix of modest cash retainer/fees and time-vested equity (one-year vest), with stock ownership guidelines and dividend rights—aligns interests while avoiding performance-linked director pay (best practice) .
- Interlocks/conflicts: No compensation committee interlocks or insider participation disclosed; Related Person Transactions are governed by robust audit committee review policy; no specific related party transactions disclosed for Fradin in the proxy reviewed .
- Policy safeguards: Majority voting with director resignation policy; clawback policy; anti-hedging/pledging; independent committees; strong Say-on-Pay support (95.78% in 2024)—positive investor confidence signals .
Red flags observed:
- None disclosed regarding pledging/hedging, related-party transactions, attendance shortfalls, or interlocks for Fradin in the latest proxy .