Thomas Monahan
Director at TRU
Board
About Thomas L. Monahan
Thomas L. Monahan, III is an independent director of TransUnion (TRU), age 58, serving on the Board since June 2017. He is currently CEO and a board member of Heidrick & Struggles (Nasdaq: HSII) since March 2024, and previously served as CEO of DeVry University (2020–2023; Executive Vice Chair since September 2023) and as Chairman/CEO of CEB, Inc. prior to its merger with Gartner in 2017. Monahan holds a B.A. from Harvard University and an M.B.A. from New York University. He has been identified by TRU’s Board as a financial expert with deep finance/accounting expertise and public company board experience. Effective April 1, 2025, he transitions from Audit Committee Chair to Compensation Committee Chair.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DeVry University | Chief Executive Officer; Executive Vice Chair | CEO 2020–2023; Executive Vice Chair since Sept 2023 | Led institutional operations; post-CEO governance role as Executive Vice Chair. |
| CEB, Inc. | Chairman and Chief Executive Officer; CEO | Chairman & CEO 2008–2017; CEO 2005–2017 | Led significant global growth and digitization; guided to 2017 merger with Gartner. |
| PK Global (Carlyle-owned) | Executive Chairman | 2018–2021 | Oversaw digital services firm through sale; private equity portfolio governance. |
| Norton Street Holdings | Founder | Since 2017 | Private investment vehicle founder. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heidrick & Struggles (Nasdaq: HSII) | CEO and Director | Since March 2024 | Public company CEO; leadership advisory/technology operations oversight. |
| Meridian International Center | Trustee | Not disclosed | Non-profit governance and international affairs oversight. |
| Boys and Girls Clubs of America | Trustee | Not disclosed | Non-profit youth development governance. |
| Nature Conservancy of MD/Washington, D.C. | Board Member | Not disclosed | Environmental conservation governance. |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent director. |
| Board tenure | Director since June 2017. |
| Committee assignments (2024) | Audit (Chair), Nominating & Corporate Governance (Member), Executive (Member). |
| 2025 committee changes | Steps down from Audit Committee and Chair role effective Apr 1, 2025; appointed Compensation Committee Chair effective Apr 1, 2025. |
| Audit Committee designation | Identified as an “audit committee financial expert.” |
| Attendance | Each director attended at least 75% of applicable meetings in 2024; Board met 5 times. |
| Committee meeting counts (2024) | Audit: 7 meetings; Compensation: 6 meetings; Nominating & Corporate Governance: 4 meetings. |
| Executive sessions | Non-management directors meet regularly in executive session; Board Chair (Pamela Joseph) presides. |
| Board/committee evaluations | Annual Board and committee self-assessments; results reviewed in executive session and used for composition/charter improvements. |
| Risk oversight | Audit and Risk & Compliance Committees coordinate enterprise risk, controls, and compliance oversight. |
Fixed Compensation
| Component (Directors) | 2024 Amount/Structure | Notes |
|---|---|---|
| Cash fees earned (Monahan) | $145,000 | Per Non-Employee Director Compensation Table. |
| Board annual retainer | $95,000 | Paid quarterly. |
| Committee member fee | $10,000 | Per committee membership (Exec Committee excluded). |
| Chair fees | Audit Chair $30,000; Compensation Chair $25,000; NCG Chair $20,000; M&A Integration Chair $20,000; Risk & Compliance Chair $20,000; Technology Chair $20,000 | Paid in addition to member fees; Exec Committee receives no fees. |
| 2024 program change | No changes after May 2024 review with FW Cook. |
Performance Compensation
| Equity Element (Directors) | Detail |
|---|---|
| 2024 annual equity grant (Monahan) | $189,937 grant date fair value; 2,543 restricted shares granted on May 2, 2024; vests on one-year anniversary; same rights as stockholders including dividends. |
| Outstanding restricted stock (12/31/2024) | The 2,543-share 2024 grant was the only outstanding restricted stock grant for each director as of 12/31/2024. |
| Stock ownership guidelines | Minimum ownership equal to 5x annual cash retainer; must retain 75% of after-tax shares from grants until compliant. |
| Compliance with guidelines | All applicable directors met guidelines as of 12/31/2024, except Dia, Gottdiener, Kumar (appointed 2022), implying Monahan is compliant. |
Company incentive metrics context (relevant for Monahan’s Compensation Committee chair role):
| Plan | Metric(s) | 2024 Outcome |
|---|---|---|
| Annual Incentive Plan (AIP) | Defined Consolidated Adjusted EBITDA; Defined Consolidated Revenue; Defined Adjusted Diluted EPS | NEO payouts between 165.9%–171.4% of target for 2024 based on above-target performance. |
| Performance Share Units (PSUs, 2022 grant) | Cumulative Adjusted EBITDA (30%); Cumulative Revenue (20%); Relative TSR (50%) | Total weighted payout = 30% of target (below target performance). |
| Most important metrics (Pay vs Performance disclosure) | Defined Consolidated Adjusted EBITDA; Defined Adjusted Diluted EPS; Relative TSR; Defined Consolidated Revenue | Identified as key linkers to compensation actually paid. |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | Heidrick & Struggles (HSII) – CEO & Director. |
| Interlocks (Compensation Committee) | No Compensation Committee interlocks or insider participation disclosed for 2024 (members were Fradin (Chair), Joseph, Kumar). |
| Independent compensation consultant | FW Cook engaged; serves only the Compensation Committee; independence affirmed; advised on director and executive pay benchmarking. |
Expertise & Qualifications
- Audit committee financial expert; finance and accounting expertise.
- Senior leadership/CEO experience and technology/digitization track record (CEB, DeVry, HSII).
- Corporate governance and public company board experience.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Thomas L. Monahan, III | 21,614 | <1% | Beneficial ownership as of March 10, 2025; total shares outstanding 195,140,439. |
| Ownership guideline status | Compliant | — | All applicable directors met 5x retainer guideline as of 12/31/2024 except Dia, Gottdiener, Kumar. |
| Hedging/pledging policy | Hedging prohibited; pledging/margin accounts prohibited absent specific pre-approval; pre-clearance and open-window trading required. | ||
| Section 16 compliance | No director or officer filed late Section 16(a) reports in 2024. |
Governance Assessment
- Committee leadership transition: Moving Monahan from Audit Chair to Compensation Chair (effective April 1, 2025) signals Board confidence in his pay governance oversight while maintaining continuity via an experienced CFO as new Audit Chair (Zukauckas).
- Independence and expertise: Independent director and designated audit committee financial expert; strong fit for oversight of financial reporting and compensation design.
- Attendance and engagement: Board met five times in 2024; all directors met at least 75% attendance; annual Board/committee self-assessments are conducted, and non-management executive sessions occur regularly.
- Director pay structure and alignment: Cash fees plus time-vested equity ($189,937 grant value; 2,543 shares in 2024) with robust 5x retainer ownership guideline and retention requirement; no 2024 program changes following FW Cook review.
- Shareholder support for pay: 2024 Say-on-Pay approval of 95.78% indicates strong investor confidence in compensation governance under committee oversight structure Monahan will chair.
- Interlocks/conflicts: No Compensation Committee interlocks disclosed; Related Person Transactions are reviewed under a formal policy by the Audit Committee; no specific related transactions involving Monahan are identified in the referenced sections.
- RED FLAGS to monitor: Dual role as a public company CEO (HSII) alongside TRU directorship may present time-commitment considerations, though 2024 attendance standards were met; hedging generally prohibited and pledging restricted, reducing alignment risks.
Overall signal: Monahan brings seasoned CEO experience, financial expertise, and a strong governance profile, with leadership roles across key Board committees and solid ownership alignment. The shift to Compensation Chair aligns his background with incentive design oversight amid clearly articulated performance metrics and high shareholder support for pay.