Suzanne Clark
Director at TRU
Board
About Suzanne P. Clark
Suzanne P. Clark, age 57, has served as an independent director of TransUnion since June 2017; she is President and CEO of the U.S. Chamber of Commerce and holds a B.A. and MBA from Georgetown University . The Board affirmatively determined Ms. Clark to be independent under NYSE standards after reviewing relevant relationships and transactions . Her board credentials emphasize corporate governance, privacy, and risk management, informed by decades in government relations and leading a global business organization .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Chamber of Commerce | President & CEO | CEO since Mar 2021; President since Jun 2019; Senior EVP Jan 2017–Jun 2019; EVP Sep 2014–Jan 2017 | Leads strategy, government relations, market innovation for >3 million member companies; governance and risk expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AGCO Corporation (NYSE: AGCO) | Director | Since Apr 2017 | Chair, Talent & Compensation Committee (since Apr 2017); Member, Sustainability Committee (since Apr 2022) |
| The Economic Club of Washington, D.C. | Board member | Not disclosed | Civic and economic policy engagement |
Board Governance
- Committee assignments: Audit Committee member; Risk and Compliance Committee Chairperson .
- Committee activity: Audit Committee held 7 meetings in 2024; Risk and Compliance Committee held 4 meetings in 2024 .
- Risk & compliance scope: Oversight of enterprise risk management, compliance with global data privacy/security regulations, and cybersecurity risk framework .
- Independence: Board determined Ms. Clark is independent under NYSE standards; independence review considered commercial, familial, and governance relationships .
- Meeting attendance: In 2024 each director attended at least 75% of Board and committee meetings; Board met 5 times; all directors attended the 2024 Annual Meeting .
- Executive sessions: Non-management directors meet regularly without management; Board Chair presides .
Fixed Compensation
| Component | Structure / Amount | 2024 Cash Earned | Notes |
|---|---|---|---|
| Board retainer | $95,000 annual cash retainer | $95,000 | Paid quarterly |
| Risk & Compliance Committee chair fee | $20,000 annual cash | $20,000 | Chairperson fee |
| Committee member fee | $10,000 per committee | $10,000 (Audit member) | Applies per committee membership |
| Total cash fees (2024) | Sum of above | $135,000 | Matches disclosed total |
Performance Compensation
| Instrument | Grant date | Shares/Units | Grant-date fair value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted stock (non-employee director annual grant) | May 2, 2024 | 2,543 shares | $189,937 | Vests on one-year anniversary | None; time-vested; directors receive dividends like stockholders |
No performance-vesting equity is disclosed for directors; annual director equity grants are time-based restricted stock with one-year vesting .
Other Directorships & Interlocks
- Public boards: AGCO Corporation; committee leadership at AGCO may provide compensation oversight experience transferable to TRU .
- Interlocks: TRU’s Compensation Committee disclosed no interlocks or insider participation with other entities (no cross-comp committee relationships) during 2024 .
Expertise & Qualifications
- Governance, privacy, risk management, sustainability/ESG (AGCO Sustainability Committee), and macro-political perspective from leading the U.S. Chamber .
- Not designated an “audit committee financial expert”; Audit Committee financial experts are identified as Monahan, Awad, and Zukauckas .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | As-of Date | Shares Outstanding |
|---|---|---|---|---|
| Suzanne P. Clark | 20,091 | <1% | Mar 10, 2025 | 195,140,439 |
- Stock ownership guidelines: Non-employee directors must hold TU stock equal to 5× the Board retainer and retain 75% of after-tax shares until compliance; as of Dec 31, 2024, all applicable directors met their guidelines except Messrs. Dia, Gottdiener and Kumar (appointed in 2022), indicating Ms. Clark is in compliance .
- Hedging/pledging: Insider Trading Policy prohibits hedging and restricts pledging/margin use absent approval; policy applies to directors .
Director Compensation Mix (2024)
| Name | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Suzanne P. Clark | 135,000 | 189,937 | — | 324,937 |
Shareholder Voting Signals (Confidence Indicators)
| Item | 2024 Outcome | 2025 Outcome |
|---|---|---|
| Director election – Suzanne P. Clark (FOR/AGAINST/ABSTAIN/Broker non-votes) | 181,098,858 / 718,013 / 28,369 / 4,617,621 | 175,523,019 / 182,102 / 11,162 / 5,232,313 |
| Say-on-Pay (FOR/AGAINST/ABSTAIN/Broker non-votes) | 174,183,194 / 7,326,254 / 335,792 / 4,617,621 | 167,187,041 / 8,515,624 / 13,618 / 5,232,313 |
Governance Assessment
- Strengths:
- Independence affirmed; no Section 16(a) filing delinquencies in 2024 .
- Chairs Risk & Compliance with direct oversight of cybersecurity and regulatory compliance—core to TU’s trust model .
- Strong shareholder support: robust FOR votes in director elections and say-on-pay, signaling investor confidence .
- Ownership alignment: Director stock ownership guidelines met (for Ms. Clark) and annual equity grants; anti-hedging/pledging policy strengthens alignment .
- Potential watch items:
- Time demands from serving as U.S. Chamber CEO and external board service; the Board’s annual evaluations and attendance disclosure mitigate engagement concerns (≥75% attendance; 5 Board meetings in 2024) .
- Related-party transactions oversight relies on a formal policy administered by the Audit Committee; no specific related-person transactions involving Ms. Clark are disclosed in the proxy .
Overall, Ms. Clark’s governance profile (independent status, committee leadership in risk/compliance, equity ownership compliance, and strong election results) supports investor confidence in board effectiveness at TransUnion .