Steven Chaouki
President, U.S. Markets at TRU
Executive
About Steven Chaouki
Steven M. Chaouki, age 52, is President, U.S. Markets at TransUnion and has served in this role since May 2019; he previously led TransUnion’s Financial Services business from 2013 to May 2019 and earlier held roles at HSBC in card/retail services and auto finance . He holds a bachelor’s degree from Boston University and an MBA from the University of Chicago Booth School of Business, and serves on the board of MAIA Biotechnology, Inc. (Audit Committee) since 2021 . 2024 company performance (which drives his compensation metrics) included revenue of $4,184 million (+9%), consolidated adjusted EBITDA of $1,506 million (+12%), and adjusted diluted EPS of $3.91 (+16%); the U.S. Markets segment achieved 200% of target on revenue and 163.5% on adjusted EBITDA, aligning his annual incentive payouts to above-target results . Company pay-versus-performance disclosure shows 2024 TSR value of a $100 initial investment at $110.83, net income of $302 million, and defined consolidated adjusted EBITDA of $1,514 million, providing context for incentive alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TransUnion | President, U.S. Markets | May 2019–present | Leads U.S. Markets providing consumer reports, insights and analytics to businesses and consumers . |
| TransUnion | EVP, Financial Services | 2013–May 2019 | Led U.S. financial services solutions across lenders and fintechs . |
| HSBC | Card/Retail Services and Auto Finance Roles | Prior to 2013 | Operating leadership in consumer finance; pre-TransUnion experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MAIA Biotechnology, Inc. (NYSE American: MAIA) | Director; Audit Committee member | 2021–present | Public company oversight; audit committee experience . |
Fixed Compensation
Multi-year compensation (Summary Compensation Table — Steven M. Chaouki):
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 696,154 | 711,846 | 719,492 |
| Stock Awards (RSUs/PSUs grant-date fair value) | 2,046,784 | 6,370,929 | 3,170,866 |
| Non-Equity Incentive Plan Compensation (Annual Bonus) | 177,500 | 271,321 | 1,184,579 |
| All Other Compensation | 131,535 | 73,062 | 102,086 |
| Total | 3,051,973 | 7,427,159 | 5,177,023 |
2024 base salary and target bonus:
| Item | 2024 Value |
|---|---|
| Annualized Base Salary | $714,000 |
| Target Annual Incentive (% of base) | 100% |
| Target Annual Incentive ($) | $714,000 |
| Actual Annual Incentive Paid (March 2025) | $1,184,579 |
Performance Compensation
2024 Annual Incentive structure and outcomes (Steven M. Chaouki):
| Metric | Weighting | Target | Actual/Result | Achievement (%) | Payout ($) | Vesting |
|---|---|---|---|---|---|---|
| Consolidated Adjusted EBITDA (millions) | 20% | $1,472.4 | $1,513.5 | 169.8 | 242,532 | Annual cash; paid Mar 2025 |
| Adjusted Diluted EPS | 20% | $3.87 | $3.93 | 137.0 | 195,690 | Annual cash; paid Mar 2025 |
| U.S. Markets Adjusted EBITDA (millions) | 15% | $1,223.7 | $1,254.8 | 163.5 | 175,157 | Annual cash; paid Mar 2025 |
| U.S. Markets Revenue (millions) | 35% | $3,165.4 | $3,265.3 | 200.0 | 499,800 | Annual cash; paid Mar 2025 |
| Strategic Individual Objectives | 10% | Qualitative | 100% | 100.0 | 71,400 | Annual cash; paid Mar 2025 |
2024 Long-Term Incentive Plan (LTI) — PSU components and RSU vesting:
- 2024 PSUs performance components and weightings: Relative TSR 50%; Cumulative Adjusted Diluted EPS 30%; Cumulative Revenue 20%; 3-year performance period (Jan 1, 2024–Dec 31, 2026); payout 0–200%; cap at 100% on TSR leg if absolute TSR negative .
- 2024 RSUs vest ratably over 42 months: 33% on Aug 28, 2025; 33% on Aug 28, 2026; 34% on Aug 28, 2027 .
- Grants of plan-based awards — 2024 (Steven M. Chaouki): RSUs 18,416 shares; grant-date fair value $1,399,984; PSUs target 9,208 shares (max 36,832); grant-date fair value $1,770,882; grant/approval dates Feb 28, 2024 / Feb 21, 2024 .
- Committee-approved dollar-denominated 2024 LTI values (target): PSUs $1,400,000; RSUs $1,400,000 .
2022 PSU performance and payout:
| Metric | Weighting | Target/Payout Basis | Actual | Achievement/Payout |
|---|---|---|---|---|
| Cumulative Adjusted EBITDA (millions) | 30% | 0–200% vs target | $3,706.3 | 0% |
| Cumulative Revenue (millions) | 20% | 0–200% vs target | $9,569.1 | 0% |
| Relative TSR (percentile) | 50% | 0–200% vs peer percentile | 30th percentile | 61% |
| Total Weighted Payout | — | — | — | 30% of target |
| Shares earned (Chaouki) | — | Target PSUs 10,948 | — | 3,311 shares |
Equity Ownership & Alignment
- Beneficial ownership: 25,893 shares; <1% of 195,140,439 shares outstanding as of March 10, 2025 .
- Stock ownership guidelines: 3× annual base salary for executives (CEO 6×); retain 75% of after-tax shares until compliant; all NEOs satisfied as of Dec 31, 2024 .
- Anti-hedging/pledging: Derivative/hedging transactions prohibited; pledging or margin accounts prohibited absent CFO and CLO approval (policy strongly discourages/limits pledging) .
- Options: No stock options exercised by NEOs in 2024 .
- Outstanding equity awards at FY-end 2024 (Steven M. Chaouki):
| Grant Date | Type | Unvested/Unearned Shares (#) | Market/Payout Value ($) |
|---|---|---|---|
| 2/28/2024 | PSUs (unearned) | 18,416 | 3,414,695 |
| 2/28/2024 | RSUs (unvested) | 18,416 | 1,707,347 |
| 6/01/2023 | PSUs (unearned) | 30,215 | 7,003,035 |
| 2/28/2023 | PSUs (unearned) | 16,811 | 3,117,096 |
| 2/28/2023 | RSUs (unvested) | 11,265 | 1,044,378 |
| 2/25/2022 | RSUs (unvested) | 3,311 | 306,963 |
| 2/25/2022 | RSUs (unvested) | 3,723 | 345,159 |
- Stock awards vested (value realized) in 2024: 20,417 shares; $1,746,404 .
- Nonqualified deferred compensation balance (12/31/2024): $699,208; with $42,401 executive contributions and $25,613 registrant contributions in 2024 .
Employment Terms
- Severance Agreement: For NEOs including Chaouki, severance equals 1.5× the sum of annualized base salary plus average of the prior two years’ actual annual bonuses; paid in equal installments over 18 months; pro-rata target annual incentive for year of termination; restrictive covenants include 12-month non-compete, customer and employee non-solicits; “good reason” includes material reduction in role/compensation or relocation >50 miles (with carve-outs) .
- Change-in-control (double trigger): RSUs/PSUs fully vest upon qualifying termination within two years after a change in control; PSUs settle based on actual TSR and target for EPS/Revenue components; no tax gross-ups; clawback policy applies .
- Separation scenario values (assumed as of Dec 31, 2024):
| Scenario | Severance Payments ($) | RSU/PSU Value ($) | Other Benefits ($) | Total ($) |
|---|---|---|---|---|
| Involuntary termination without cause / good reason | 2,119,660 | — | 81,693 | 2,201,353 |
| Death | — | 10,179,002 | — | 10,179,002 |
| Disability | — | 10,179,002 | — | 10,179,002 |
| Qualifying termination following change in control | 2,119,660 | 10,179,002 | 81,693 | 12,380,354 |
- Clawback: Company must recover excess incentive-based compensation following material accounting restatements per SEC/NYSE rules .
Performance & Track Record
- 2024 annual incentive: Chaouki’s plan weights emphasize U.S. Markets performance (35% revenue, 15% adjusted EBITDA) alongside consolidated EBITDA and EPS; overall payout was 165.9% of target ($1,184,579) driven by 200% achievement on U.S. Markets revenue and 163.5% on U.S. Markets adjusted EBITDA .
- Strategic execution: Achieved 100% on strategic objectives, including negotiating a collaboration with Credit Sesame for a new D2C freemium experience (announced Feb 2025), strengthening Insurance vertical growth, and expanding cyber incident response .
- PSU results signal execution risk: 2022 PSUs paid at 30% of target (0% on cumulative adjusted EBITDA and revenue; 61% on relative TSR), highlighting multi-year performance sensitivity despite strong 2024 results .
- Organizational changes: March 2024 reorganization moved Consumer Interactive into U.S. Markets and adjusted certain international responsibilities; incentive targets for Chaouki and Skinner were updated accordingly .
Compensation Structure Analysis
- Mix and risk: For non-CEO NEOs, ~67% of target compensation is long-term equity and 84% is at-risk, reinforcing pay-for-performance .
- Metric evolution: Beginning 2024, PSUs replaced the Cumulative Adjusted EBITDA metric with Cumulative Adjusted Diluted EPS, increasing per-share profitability emphasis; 2025 PSUs retain Relative TSR (50%), Cumulative Revenue (20%), EPS (30%) .
- Caps and governance: Incentive awards capped at 200%; double-trigger CIC vesting; anti-hedging/pledging policy; strong Say-on-Pay support (95.78% in 2024) reduces compensation-related governance risk .
Compensation Peer Group and Say-on-Pay
- Peer benchmarking: 2024 Custom Comparator Group added Broadridge, Clarivate, ICE, Nasdaq; removed Nielsen and Paychex, reflecting alignment to information and market infrastructure peers .
- Say-on-Pay approval: 95.78% stockholder support at the 2024 annual meeting, indicating broad investor alignment with NEO pay programs .
Equity Ownership & Pledging Policy Compliance
- Ownership guideline: 3× base salary; all NEOs in compliance as of Dec 31, 2024; retention requirement of 75% after-tax shares until guideline met .
- Pledging/hedging: Prohibited under Insider Trading Policy; pledging requires CFO and CLO approval and is strongly discouraged; no pledging/hedging disclosed for Chaouki .
Employment Terms (Additional Detail)
- Non-compete and non-solicit: 12-month non-compete; customer and employee non-solicits for 12 months; confidentiality protections; “good reason” definition includes material reductions or relocations .
- Benefits on separation: Outplacement services (up to $35,000 for NEOs) and COBRA-equivalent premiums lump sum for 18 months (U.S.-based NEOs); Canadian healthcare continuation and retirement plan matching for Skinner per local terms .
Investment Implications
- Alignment and retention: Significant unearned PSUs outstanding across 2023 and 2024 cycles and time-vested RSUs with scheduled vest dates (Aug 28, 2025/2026/2027) suggest ongoing retention hooks and potential periodic supply around vest dates; policy requires retention of 75% of after-tax shares until guideline met, tempering near-term selling .
- Performance leverage: 2024 overachievement on U.S. Markets revenue (200%) and adjusted EBITDA (163.5%) drove a 165.9% annual bonus payout, indicating strong execution in Chaouki’s remit; however, the 2022 PSU payout at 30% underscores multi-year targets’ difficulty and the TSR cap at 100% for negative absolute TSR reduces windfall risk .
- Governance risk low: No CIC tax gross-ups, robust clawback, anti-hedging/pledging, and double-trigger vesting reduce shareholder-unfriendly features; high Say-on-Pay support (~96%) lowers compensation-driven governance overhang .