Todd Cello
Executive Vice President, Chief Financial Officer at TRU
Executive
About Todd Cello
Executive Vice President and Chief Financial Officer of TransUnion since August 18, 2017, after joining the company in 1997 and rising through FP&A and segment CFO roles . Education: B.S. in Accounting from the University of Illinois at Chicago; Certified Public Accountant; serves on the University of Illinois at Chicago’s College of Business Advisory Council and previously on the board of Kaleidoscope (Chicago non-profit) . Age: 45 as of February 16, 2021 (latest disclosed) . Company performance context: 2024 revenue $4,184M (+9% y/y, constant currency), consolidated adjusted EBITDA $1,506M (+12% y/y), and adjusted diluted EPS $3.91 (+16% y/y) . Pay-versus-performance shows improvement in 2024 with value of a $100 investment at $110.83 and defined consolidated adjusted EBITDA of $1,514B .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TransUnion | EVP, Chief Financial Officer | Aug 2017 – Present | Global finance leadership across segments; capital allocation and transformation |
| TransUnion | SVP & International CFO | Aug 2015 – Aug 2017 | Led financial operations for International segment |
| TransUnion | VP, Financial Planning & Analysis | Jan 2009 – Aug 2015 | Led enterprise FP&A; key role in 2010/2012 LBOs and 2015 IPO |
| TransUnion | VP & US Information Services CFO | Oct 2005 – Dec 2008 | Oversaw USIS financial operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of Illinois at Chicago College of Business Advisory Council | Member | Disclosed 2022–2025 | Academic-industry advisory; talent pipeline and curriculum input |
| Kaleidoscope (Chicago non-profit) | Board Member | Disclosed 2018–2021 | Community engagement; governance support |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary Rate ($) | $650,000 | $650,000 | $661,000 | $663,000 |
| Target Bonus (% of Base) | 110% | — | — | 110% (no change in 2024) |
| Actual Annual Bonus ($) | $1,394,250 | $341,796 | $411,919 | $1,216,849 |
| Stock Awards – Grant Date Fair Value ($) | $3,063,230 | $2,404,989 | $7,239,658 | $3,114,240 |
| All Other Compensation ($) | $83,096 | $100,785 | $62,583 | $57,784 |
Performance Compensation
2024 Annual Incentive Plan (Company and CFO outcomes)
| Metric | Weighting (CFO) | Threshold | Target | Maximum | Actual | Achievement | CFO Payout ($) |
|---|---|---|---|---|---|---|---|
| Defined Consolidated Adjusted EBITDA | 35% | $1,354.6M | $1,472.4M | $1,531.3M | $1,513.5M | 169.8% | $433,525 |
| Defined Consolidated Revenue | 35% | $3,860.0M | $4,063.1M | $4,185.0M | $4,197.1M | 200.0% | $510,510 |
| Defined Adjusted Diluted EPS | 20% | $3.56 | $3.87 | $4.03 | $3.93 | 137.0% | $199,883 |
| Strategic Individual Objectives (modified by Operational Standards & Risk Management) | 10% | — | — | — | Achieved | 100% | $72,930 |
| Total Payout | — | — | — | — | — | 166.9% | $1,216,849 |
Key strategic deliverables (qualitative): Expanded finance capabilities into global capability centers and delivered transformation-related cost savings .
PSU Program and Vesting (Performance-Based)
| Grant | Performance Period | Metrics & Weightings | Result | Weighted Payout | Shares Earned (CFO) |
|---|---|---|---|---|---|
| 2022 PSUs | Jan 1, 2022 – Dec 31, 2024 | Cumulative Adjusted EBITDA (30%), Cumulative Revenue (20%), Relative TSR (50%) | EBITDA: $3,706.3M → 0%; Revenue: $9,569.1M → 0%; Relative TSR: 30th percentile → 61% | 30% | 3,891 shares (Relative TSR component) |
| 2024 PSUs | Jan 1, 2024 – Dec 31, 2026 (vest 2/28/2027) | Cumulative Adjusted Diluted EPS (30%), Cumulative Revenue (20%), Relative TSR (50%) | In-progress | — | Target grant 18,087 PSUs |
Vesting schedules:
- RSUs: 2024 grant vest ratably over 42 months—33% on 8/28/2025, 33% on 8/28/2026, 34% on 8/28/2027 .
- 2023 PSUs: performance ends 12/31/2025; employment requirement as of 2/28/2026 .
- 2024 PSUs: employment requirement as of 2/28/2027 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 10, 2025) | 47,543 shares |
| Shares Outstanding (record date) | 195,140,439 |
| Ownership as % of Outstanding | ~0.024% (47,543 / 195,140,439) |
| Unvested RSUs (counts) | 18,087 (2/28/2024 grant) ; 12,800 (2/28/2023 grant) |
| Unvested PSUs (target counts) | 18,087 (2/28/2024) ; 19,104 (2/28/2023) ; 34,335 (6/01/2023) |
| Upcoming RSU Vesting | 33% on 8/28/2025 and 8/28/2026; 34% on 8/28/2027 (for each RSU grant per schedule) |
| Ownership Guidelines | Executives must hold 3x base salary; all NEOs satisfied as of 12/31/2024 |
| Hedging/Pledging | Hedging prohibited; pledging requires CFO & CLO approval; trading limited to open windows with pre-clearance |
Employment Terms
- Severance Agreement (CFO): If terminated without cause or resigns for good reason (including following a change in control), cash severance equals 1.5×(annualized base salary + average of prior two years’ actual bonuses), paid over 18 months; pro rata target annual incentive if termination after July 1; outplacement (to $35k) and lump-sum 18 months COBRA premiums .
- Restrictive Covenants: Non-compete 12 months; customer non-solicit 12 months; employee non-solicit 12 months .
- Change in Control Treatment: “Double trigger” for accelerated vesting (qualifying termination within 2 years post-CIC); PSUs settle on Relative TSR actual performance, and target for financial components .
- Clawback: SEC/NYSE-compliant policy mandates recovery of incentive-based compensation for material restatements (last 3 completed fiscal years) .
Compensation Peer Group & Governance Signals
- Custom Comparator Group changes (for 2024 program): Additions—Broadridge Financial Solutions, Clarivate, Intercontinental Exchange, Nasdaq; Removals—Nielsen Holdings, Paychex .
- Benchmarking posture: Committee guides to median across components; individual positioning varies by role, experience, and performance .
- Say-on-Pay: 95.78% support at 2024 annual meeting (strong shareholder endorsement) .
Deferred Compensation & Perquisites
| Item | 2024 Amount |
|---|---|
| Executive Contributions (Supplemental Plan) | $36,496 |
| Company Contributions (Supplemental Plan) | $20,497 |
| Aggregate Balance (12/31/2024) | $850,851 |
| Perquisites (examples) | Tax/financial planning reimbursement ($12,000), annual medical exam ($5,917), tax payments for imputed income ($4,706) |
Company Performance Context (Pay vs Performance disclosure)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Value of $100 Investment (Company TSR) ($) | 116.32 | 139.48 | 67.09 | 81.75 | 110.83 |
| Net Income ($MM) | 356 | 1,405 | 282 | (191) | 302 |
| Defined Consolidated Adjusted EBITDA ($MM) | 1,057 | 1,150 | 1,363 | 1,338 | 1,514 |
Revenues and EBITDA (reported financials)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | $3,709.9M | $3,831.2M | $4,183.8M |
| EBITDA ($USD) | $1,173.8M* | $1,142.3M | $1,271.2M* |
*Values retrieved from S&P Global.
Compensation Structure Analysis
- High at-risk pay: Other NEOs’ target compensation is 84% at-risk, with 67% in long-term equity; CEO 92%/79%; signals strong pay-performance alignment across the team .
- Shift in PSU metrics: Starting 2024, PSUs replaced Cumulative Adjusted EBITDA with Cumulative Adjusted Diluted EPS (continuing Revenue and Relative TSR), increasing direct linkage to earnings quality and market-relative performance .
- Risk controls: Caps at 200% for annual incentives and PSUs; robust ownership requirements; hedging prohibited; pledging constrained; clawback in place .
Investment Implications
- Alignment: Cello’s pay mix (110% target bonus; equity via PSUs/RSUs; ownership guideline met) and strong say-on-pay support indicate incentive alignment with revenue, EBITDA, EPS and TSR outcomes .
- Execution signals: 2024 annual incentive paid at 166.9% of target on broad beat across Revenue/EBITDA/EPS, while 2022 PSU payout at 30% underscores multi-year discipline—equity rewards remain sensitive to 3-year outcomes .
- Near-term selling pressure: Scheduled RSU vesting tranches (8/28/2025, 8/28/2026, 8/28/2027) and PSU cliff vest dates (2/28/2026, 2/28/2027) could create predictable windows of insider transactions; however, hedging is prohibited and trading is pre-cleared, reducing risk of opportunistic timing .
- Retention/transition risk: Severance protections (1.5× salary+bonus average; double-trigger equity) and 12-month non-compete/non-solicit mitigate abrupt departures but introduce standard change-in-control costs; absence of tax gross-ups is shareholder-friendly .
Notes: All data points and terms are extracted directly from TransUnion’s DEF 14A (2025) and 10-K filings as cited above. Where specified, financial values marked with an asterisk are sourced from S&P Global via GetFinancials.