UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

Filed by the Registrant      ☑

Filed by a Party other than the Registrant      ☐

Check the appropriate box:

TransUnion

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

March 20, 201723, 2018

Dear Fellow Stockholders:

I am pleased to invite you to join our Board of Directors (Board) and senior leadership for our 20172018 Annual Meeting of Stockholders (Annual Meeting), which will be held on Wednesday,Tuesday, May 3, 2017,8, 2018, at 1:12:00 p.m. EasternCentral Daylight Time at the offices of Reed SmithLatham & Watkins LLP, Three Logan Square, 1717 Arch Street,330 North Wabash Avenue, Suite 3100, Philadelphia, Pennsylvania 19103.

In 2016, TransUnion delivered very good results in a year highlighted by strong financial performance, outstanding execution and meaningful strategic actions. Revenue, adjusted EBITDA and adjusted earnings per share grew double-digits as a result of strong growth from each of our three business segments — USIS, International and Consumer Interactive.2800, Chicago, Illinois 60611.

The attached Notice of Annual Meeting of Stockholders and proxy statement will serve as your guide to the business to be conducted at the meeting. We are mailing a Notice of Internet Availability of Proxy Materials (Notice) to our stockholders. We believe the Notice process allows us to provide our stockholders with the information they desire in a timely manner, while saving costs and reducing the environmental impact of our Annual Meeting. The Notice contains instructions on how to access our 20162017 Annual Report (which includes our 20162017 Form10-K), proxy statement and proxy card over the Internet, as well as instructions on how to request a paper copy of the materials, if desired.

Your vote is very important to us. We encourage you to sign and return your proxy card and/or vote through theby telephone or via the Internet following the instructions on the Notice as soon as possible, so that your shares will be represented and voted at the Annual Meeting. Instructions on how to vote are on page 6.

We urge you to read the accompanying proxy statement carefully and to vote FOR the director nominees proposed by the Board of Directors and FOR the other proposal in accordance with the recommendations of the Board of Directors.

On behalf of your Board of Directors, thank you for your confidence in TransUnion. I look forward to your continued support.

Jim Peck

President and Chief Executive Officer

555 West Adams Street

Chicago, Illinois 60661

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on Wednesday,Tuesday, May 3, 20178, 2018

1:12:00 p.m. EasternCentral Daylight Time

The 20172018 Annual Meeting of Stockholders of TransUnion (Annual Meeting) will be held at 1:12:00 p.m. EasternCentral Daylight Time on Wednesday,Tuesday, May 3, 2017,8, 2018, at the offices of Reed SmithLatham & Watkins LLP, Three Logan Square, 1717 Arch Street,330 North Wabash Avenue, Suite 3100, Philadelphia, Pennsylvania 19103,2800, Chicago, Illinois 60611, for the following purposes:

The close of business onMarch 6, 201712, 2018 has been fixed as the record date for the determination of stockholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof. A complete list of such stockholders will be available for examination, by any stockholder, at our offices in Chicago, Illinois during normal business hours for a period of ten days before the Annual Meeting.

We are pleased to take advantage of the U.S. Securities and Exchange Commission’s “Notice and Access” rule that allows us to provide stockholders with notice of their ability to access proxy materials via the Internet. Under this process, on or around March 20, 2017,23, 2018, we will begin mailing a Notice of Internet Availability of Proxy Materials (Notice) to certain of our stockholders informing them that our proxy statement, 20162017 Annual Report (which includes our 20162017 Form10-K) and voting instructions are available on the Internet as of the same date. As more fully described in the Notice, all stockholders may choose to access our proxy materials via the Internet or may request printed materials.

By order of the Board of Directors,

Mick Forde

Senior Vice President and Corporate Secretary

March 20, 201723, 2018

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

The Notice of the 20172018 Annual Meeting, the proxy statement and our 20162017 Annual Report

(which includes our 20162017 Form10-K) are available at: www.proxyvote.com

20172018 Proxy Statement Contents

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TransUnion

555 West Adams Street

Chicago, Illinois 60661

(312)985-2000

www.transunion.com

PROXY STATEMENT

For the 20172018 Annual Meeting of Stockholders

We are furnishing you this proxy statement in connection with the solicitation of proxies by our Board of Directors (or Board) to be voted at the 20172018 Annual Meeting of Stockholders (Annual Meeting) of TransUnion, a Delaware corporation, sometimes referred to as the Company, we, us or our. The Annual Meeting will be held on Wednesday,Tuesday, May 3, 20178, 2018 at 1:12:00 p.m. EasternCentral Daylight Time at the offices of Reed SmithLatham & Watkins LLP, Three Logan Square, 1717 Arch Street,330 North Wabash Avenue, Suite 3100, Philadelphia, Pennsylvania 19103.2800, Chicago, Illinois 60611.

In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (SEC), we are providing our stockholders access to our proxy materials and other Annual Meeting materials on the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (Notice) will be mailed to our stockholders on or about March 20, 2017,23, 2018, unless a stockholder has previously requested printed materials. Stockholders will have the ability to access the proxy materials and our 20162017 Annual Report (which includes our 20162017 Form10-K) on a website referred to in the Notice or request a printed set of the proxy materials to be sent to them by following the instructions in the Notice. The Notice contains instructions on how you can vote on the Internet or by telephone. You will need the16-digit control number provided on the Notice or your proxy card (if applicable) to vote.

The Notice also provides instructions on how to inform us to send future proxy materials to you electronically bye-mail or in printed form by mail. If you choose to receive future proxy materials bye-mail, you will receive ane-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials bye-mail or printed formmail will remain in effect until you terminate it.

PROXY VOTING SUMMARY

This voting summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement and our 20162017 Annual Report (which includes our 20162017 Form10-K) carefully before voting.

Annual Meeting of Stockholders

Time and Date:		Wednesday,Tuesday, May 3, 20178, 2018 at 1:12:00 p.m. EasternCentral Daylight Time
Place:		Reed SmithLatham & Watkins LLP Three Logan Square330 North Wabash Avenue, Suite 2800 1717 Arch Street, Suite 3100 Philadelphia, Pennsylvania 19103Chicago, Illinois 60611
Record Date:		March 6, 201712, 2018
Voting:		Stockholders as of the record date are entitled to vote.
		Vote by Internet athttp://www.proxyvote.com
		Vote by telephone at1-800-690-6903
		Vote by completing and returning your proxy card or voter instruction card
		Vote in person during the Annual Meeting
		We urge you to vote before the meeting.

FORWARD-LOOKING STATEMENTS

This proxy statement contains “forward-looking statements” within the meaning of federal securities laws.the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of TransUnion’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those described in the forward-looking statements. Any statements made in this report that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plans and strategies. These statements often include words such as “anticipate,” “expect,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “should,” “could,” “would,” “may,” “will,” “forecast”“forecast,” “outlook,” “potential,” “continues,” “seeks,” “predicts,” or the negatives of these words and other similar expressions. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, among others, those discussed in Part I, Item 1A: Risk Factors in our Annual Report onForm 10-K for the year ended December 31, 2016, as well as in our consolidated financial statements, related notes, and the other financial information appearing elsewhere in our Annual Report onForm 10-K for the year ended December 31, 2016, and our other filings with the Securities and Exchange Commission.

Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that factors affecting our actual financial results could cause actual results to differ materially from those expressed in the forward-looking statements. Such risks and uncertainties include, among others, those discussed in Part I, Item 1A: Risk Factors in our Annual Report onForm 10-K for the year ended December 31, 2017, as well as in our consolidated financial statements, related notes, and the other financial information appearing elsewhere in our Annual Report onForm 10-K for the year ended December 31, 2017, and our other filings with the Securities and Exchange Commission. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements or to reflect the impact of events or circumstances that may arise after the date of this report or to reflect the occurrence of unanticipated events.proxy statement.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

CORPORATE GOVERNANCE AND RELATED MATTERS

General

Our Board of Directors directs the management of our business and affairs, as well as managing our business on behalf of our stockholders. The Board and management recognize that the interests of TransUnion are advanced by responsibly addressing the concerns of multiple constituencies, including employees, consumers, customers and the communities in which we operate. Our Corporate Governance Guidelines support the Board in its oversight role and in fulfilling its obligation to stockholders.

Our Corporate Governance Guidelines address, among other things:

The Nominating and Corporate Governance Committee regularly reviews our Corporate Governance Guidelines and recommends modifications of these guidelines to the Board when appropriate, including when New York Stock Exchange (NYSE) and SEC regulations require changes.

You can find our Corporate Governance Guidelines on our Investor Relations website,www.transunion.com\www.transunion.com/tru, on the “Leadership and Governance” page.

Company Structure; Board Composition Requirements

TransUnion (formerly known as TransUnion Holding Company, Inc.) was formed by affiliates of Goldman, Sachs & Co. (“GS”) and Advent International Corporation (“Advent”) on February 15, 2012. On April 30, 2012, TransUnion Intermediate Holdings, Inc. (formerly known as TransUnion Corp.) was acquired by TransUnion and became our wholly-owned subsidiary. Wesubsidiary, which we refer to these transactions and related financing transactions as the “2012 Change in Control Transaction.” On June 30, 2015, we completed the initial public offering of 33,977,273 shares of our common stock (the “IPO”).

As of February 22, 2017, we are no longer a “controlled company” within the meaning of the rules of the NYSE and the rules of the SEC. As of March 6, 2017, our Sponsors (as defined below) beneficially own approximately 40.3%of our issued and outstanding common stock. Even though we are no longer a “controlled company,” we continue to qualify for, and may rely on, exemptions from certain corporate governance requirements that would otherwise provide protections to stockholders of other companies during aone-year transition period.

Under the NYSE corporate governance standards, a “controlled company” may elect, as we did, not to comply with certain corporate governance standards, including the requirement (1) that a majority of the Board of Directors consist of independent directors, (2) that we have a Compensation Committee composed entirely of independent directors, (3) that we have a Nominating and Corporate Governance Committee composed entirely of independent directors, and (4) for an annual performance evaluation of the Nominating and Corporate Governance and Compensation Committees.

As we move from being a “controlled company,” under the NYSE corporate governance standards, we are required to have the following additional governance measures in place by each of the transitions periods indicated below:

¡      at least a majority of independent members by May 23, 2017, and

¡      a fully independent Nominating and Corporate Governance Committee by February 22, 2018; and

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A Compensation Committee that has:

¡     at least a majority of independent members by May 23, 2017, and

¡      a fully independent Compensation Committee by February 22, 2018.

Our certificate of incorporation provides for a classified board of directors, withdirectors. We currently have three directors in Class I (currently, Messrs.(Messrs. Awad, Mehta and Prozes), three directors in Class II (currently, Messrs.(Messrs. Monahan and Mullin and TadlerMs. Clark) and one vacancy) and fourthree directors in Class III (currently, Messrs. Egan, Peck and Rajpal and Ms. Joseph). Under our Amended and Restated Major Stockholders’ Agreement, dated June 23, 2015 (the “Amended and Restated Major Stockholders’ Agreement”), by and among TransUnion, Advent-TransUnion Acquisition Limited Partnership (the “Advent Investor”), and GS Capital Partners VI Fund, L.P., GS Capital Partners VI Parallel, L.P., Spartan Shield Holdings, GS Capital Partners Offshore Fund, L.P., GS Capital Partners VI GmbH & Co. KG, MBD 2011 Holding, L.P., Opportunity PartnersOffshore-BCo-Invest AIV, L.P. (the “GS Investors” and, together with the Advent Investor, the “Sponsors”), our Board of Directors includes two directors designated by the GS Investors (Mr. Rajpal and one vacant seat) and two directors designated by the Advent Investor (Messrs. Egan and Tadler)Peck and Ms. Joseph).

Board Leadership Structure and Role of Board in Risk Oversight

Our Board of Directors is led by Mr. Mullin, ourNon-Executive Chairman; we do not currently have a Lead Director. Although we do not have a policy on whether the role of Chairman and Chief Executive Officer should be separate or combined, at this time,currently, the Chief Executive Officer position is separate from our Chairman position. We believe that the separation of the Chairman and Chief Executive Officer positions is appropriate for us at this time.

The Board believes that this leadership structure is appropriate because it strikes an effective balance between management directors associated with our Sponsors, and independent director participation in the Board process. TheNon-Executive Chairman role allows our President and Chief Executive Officer to focus on his management responsibilities in leading the business, setting the Company’sour strategic direction and optimizing theour performance and operations of the Company.operations. At the same time, theNon-Executive Chairman can focus on Board leadership, provide guidance to the Chief Executive Officer, and focus on corporate governance and our overall business strategy. The Board believes that the separation of functions between the Chief Executive Officer and theNon-Executive Chairman of the Board provides

independent leadership of the Board in the exercise of its oversight responsibilities, increases the accountability of the Chief Executive Officer and creates transparency into the relationship among executive management, the Board and our stockholders.

The Board of Directors has extensive involvement in the oversight of risk management related to us and our business and accomplishes this oversight through the regular reporting by the Audit and Compliance Committee. The Audit and Compliance Committee represents the Board by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the oversight of administrative, information security, and financial controls, and our compliance with legal and regulatory requirements. Through its regular meetings with management, including the finance, legal, compliance, information security and internal audit functions, the Audit and Compliance Committee reviews and discusses all significant areas of our business and summarizes for the Board of Directors all areas of risk and the appropriate mitigating factors. In addition, our Board receives periodic detailed operating performance reviews from management. Our Board and our Audit and Compliance Committee regularly meet with our Chief Information Security Officer to assess cybersecurity risks and to evaluate the status of our cybersecurity strategy and program, which includes an overview of how people, process and technology are deployed at TransUnion to protect consumers, customers, data and systems that are part of our business.

Background and Experience of Directors

When considering whether directors and nominees have the experience, qualifications, attributes and skills to enable our Board of Directors to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focused primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies below. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

While the Board has not established mandatory minimum qualifications that a potential director nominee must possess, our Nominating and Corporate Governance Committee identifies candidates for the Board of Directors by taking into account all factors it considers appropriate, which may include ensuring that the Board, as a whole, is appropriately diverse and consists of individuals with various and relevant career experience. TheOur guidelines regarding director candidates do not prescribe specific standards for diversity, but the Nominating and Corporate Governance Committee considers diversity broadly to include differences of professional experience, viewpoint, individual characteristics, qualities and skills, resulting in naturally varying perspectives among the directors. Important individual qualifications for our directors include strength of character, mature judgment, familiarity with our business and industry, independence of thought and an ability to work collegially.

In identifying qualified candidates for our Board, our Nominating and Corporate Governance Committee reviews candidates’ existing commitments to other businesses and potential conflicts of interest with other pursuits. The Nominating and Corporate Governance Committee evaluates legal considerations, such as antitrust issues, corporate governance background, financial and accounting background, executive compensation background and the size, composition and combined expertise of the existing Board. Our Nominating and Corporate Governance Committee will consider director candidates from many sources, including stockholders. Stockholder recommendations must follow certain procedures under SEC rules and regulations and the Company’sour bylaws. Any such recommendations must be in writing and delivered to the Nominating and Corporate Governance Committee at the following address: Corporate Secretary, 555 West Adams Street, Chicago, Illinois 60661. The Nominating and Corporate Governance Committee will evaluate all candidates for the Board in the same manner, including those candidates proposed by stockholders.

The Nominating and Corporate Governance Committee considers candidates with demonstrated skills or expertise in the following areas:

Ø

Technical skills

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Relevant career experience

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Financial expertise

Ø

Local or community ties

Ø

Strength of character

Ø

Mature judgment

Ø

Independent thought

Ø

Ability to work collegially

The specific experience and qualifications of each of our directors is described below. The age indicated for each director is as of March 15, 2017.2018. Christopher Egan, who has served as a director since April 2012, will not stand for re-election at our Annual Meeting.

Qualification Highlights

George M. Awad created and is the principal of Gibraltar Capital Corporation, a wealth management and advisory firm providing investment and business advice to wealthy, internationally-based families. He is a highly accomplished executive with exceptional operating experience in running large, global businesses across the full suite of consumer financial services products, including senior leadership roles with GE Capital (1988-2006) and Citigroup, Inc. (2006-2011), with focus on domestic and global markets. Most recently, Mr. Awad served as CEO, Consumer Finance for Citigroup, with prior positions as CEO, North America Cards and CEO, Global Consumer Group EMEA.Mr. Awad acted as the interim CEO and Chairman of the Board for Walter Investment Management Corp. (now known as Ditech Holding Corporation) from June to September 2016 and continues in the rolehas served on its board of the Chairman of the Board.directors since June 2016.

Mr. Awad holds a B.S. from the American University of Beirut and an M.B.AM.B.A. from the University of Pittsburgh - Katz Graduate School of Business.

Qualification Highlights

Christopher EganSuzanne P. Clark is a Managing Director at Advent International, having joinedhas served as Senior Executive Vice President of the firmU.S. Chamber of Commerce since January 2017, where she focuses on strategy, government relations and market innovation in 2000. Hesupport of the Chamber’s more than 3 million member companies internationally. Ms. Clark served as Executive Vice President of the U.S. Chamber of Commerce from September 2014 until January 2017. She was previously the Chief Executive Officer of Potomac Research Group from 2010 through September 2014. Prior to that, she held senior leadership roles with Atlantic Media Company (President of National Journal Group) and American Trucking Associations (Chief of Staff). She hasco-led Advent’s investments in nine companies, including Equiniti, BondDesk Group, National Bankruptcy Services, Datek Online Holdings, CETIP, Sophis, RedPrairie, GFI Group and P2 Energy Group. Mr. Egan previously worked at UBS Warburg in the financial sponsors group. Mr. Egan also serves as a director served on the board of P2 Energy Group, Ansira Partners, Inc.AGCO Corporation (NASDAQ:AGCO) since April 2017 and CCC Information Services Inc.Ms. Clark serves on the boards of So Others Might Eat and St. Patrick’s Episcopal Day School. She is the former President of International Women’s Forum (Washington chapter) and has been honored byWashingtonian Magazine as one of the “100 most powerful women in Washington.”

Mr. EganMs. Clark holds a B.A. and an M.B.A. from Dartmouth College.Georgetown University.

Qualification Highlights

Pamela A. Joseph has served as the President and Chief Operating Officer of TSYS sincefrom May 2016.2016 until September 2017. Ms. Joseph was previously the Vice Chairman of U. S.U.S. Bancorp Payment Services and Chairman of Elavon (formerly NOVA Information Systems, Inc.), a wholly-owned subsidiary of U.S. Bancorp, a position she held since 2004.from 2004 until June 2015. Ms. Joseph currently is a directorserved on the Board of Directors of TSYS (since 2016)from May 2016 to September 2017 and on the Board of Directors of Paychex, Inc. (since 2005). She serves onfrom 2005 until March 2017, also serving as a member of the Audit and Executive Committee of Paychex.Committees. Ms. Joseph previously served as a director of Centene Corporation from September 2007 to April 2016.

Ms. Joseph holds a B.S. from the University of Illinois at Champaign-Urbana.Urbana-Champaign.

Qualification Highlights

Siddharth N. (Bobby) Mehta is the former President and Chief Executive Officer of TransUnion. He joined the Company in August 2007 and served as the President and Chief Executive Officer until December 31, 2012. From May 2007 through July 2007, he was a consultant to our Board of Directors. From 1998 through February 2007, he held a variety of positions with HSBC Finance Corporation and HSBC North America Holdings, Inc., including Chairman and Chief Executive Officer of HSBC Finance Corporation. He also serveshas served on the board of directors of The Allstate Corporation since 2014 and the board of Piramal Enterprises Limited since 2013. Mr. Mehta also serves on the boards of DataCard Group, The Chicago Public Education Fund, The Field Museum, the Myelin Repair Foundation, The Lab School and Avant, Inc.LLC.

Mr. Mehta holds a B.S. from London School of Economics and an M.B.A. from the University of Chicago.

Qualification Highlights

Thomas L. Monahan, III served as Chairman and Chief Executive Officer of CEB, Inc. (formerly NYSE: CEB) until April 2017. CEB is a research and analytics firm which provides data and insights to help people work more effectively. In his 21 years at CEB, Mr. Monahan led significant global growth and digitization of product delivery. Mr. Monahan has served as a Managing Partner at Norton Street Capital since April 2017. Previously, he worked at Deloitte and Andersen Consulting. He is former member of the CEB board and has served as a member of the board of Convergys Corporation (NYSE:CVG) since 2008. Mr. Monahan is also currently a board member of the Peace Tech Lab and the Maret School.

Mr. Monahan holds a B.A. from Harvard University and an M.B.A. from New York University.

Leo F. Mullin, 7475		Chairman of the Board since February 2015; Director since June 2012
		Retired CEO of Delta Airlines

Qualification Highlights

Leo F. Mullin served as a Senior Advisor, on a part-time basis, to Goldman Sachs Capital Partners (“GSCP”), including board service on companies in which GSCP has invested, from 2004 through September 2015. Mr. Mullin retired from Delta Airlines in April 2004, after having served as Chief Executive Officer of Delta since August 1997 and Chairman since 1999.January 2004. Mr. Mullin was Vice Chairman of Unicom Corporation and its principal subsidiary, Commonwealth Edison Company, from 1995 to 1997. He was an executive of First Chicago Corporation, the nation’s tenth largest bank, from 1981 to 1995, serving as that company’s President and Chief Operating Officer from 1993 to 1995, and as Chairman and Chief Executive Officer of American National Bank, a subsidiary of First Chicago Corporation, from 1991 to 1993. He has also served as a senior vice president at Conrail for five years, and as a consultant with McKinsey and Company for nine years, the last three years as a partner. Mr. Mullin previously served as director of Johnson & Johnson from 1999 to April 2015 and Educational Management Corporation from 2006 to 2015, and currently serveshas served as a director of Chubb Limited.Limited since 2007.

Mr. Mullin holds an A.B. from Harvard College, an M.S. from Harvard Graduate School of Arts & Sciences and an M.B.A. from Harvard Business School.

Qualification Highlights

James M. Peck joined the Company in December 2012 as President and Chief Executive Officer. Mr. Peck has more than 20 years of information management, global product development and engineering experience. He has led TransUnion through a transformation into a higher-growth, higher-margin business by setting and executing a strong strategy focused on enhancing the Company’s data, technology and analytics capabilities and achieving growth in key industry verticals and international markets. Prior to TransUnion, Mr. Peck was with Reed Elsevier, a FTSE 100 company, where he served as CEO of the LexisNexis Risk Solutions business from 2004-2012. Prior to 2004, Mr. Peck was the Senior Vice President and Chief Product Officer for the LexisNexis group. Previously, Mr. Peck was the Senior Vice President of Product Development with Celera Genomics, abio-technology firm that sequenced the human genome. Prior to that, he spent a decade at LexisNexis in engineering and executive roles to manage and build information solutions. He also serves on the board of the Museum of Science and Industry, Chicago.

Mr. Peck holds a bachelor’s degree from the University of Dayton and an M.B.A. from The Ohio State University.

Andrew Prozes, 7172		Director since January 2014
		Executive Chairman, Scribestar

Qualification Highlights

Andrew Prozeshas served as Executive Chairman of Scribestar Limited since 2012. He also serveshas served as a director of Cott Corporation since 2005 and currently chairs theits Human Resources and Compensation Committee for Cott Corporation.Committee. He serves on the board of directors of Corporate Risk Holdings, Ethoca Limited and SynpativeSynaptive Limited, and a number of other privatefor-profit andnot-for-profit boards. Mr. Prozes served as the Chief Executive Officer of LexisNexis and on the board of directors of Reed Elsevier PLC from 2000 until December 2010. Prior to joining Reed Elsevier, Mr. Prozes served as Executive Vice President and Chief Operating Officer of West Group, part of the Thomson Reuters Corporation, from 1997 to 2000. From 1988 to 1996, he served as President of Southam’s City Newspapers and was responsible for thirteen daily newspapers and Southam’s business information. Mr. Prozes is a past Chairman of The U.S. Information Industry Association and has served on the boards of the Information Technology Association of Canada and the Canadian Newspaper Association. He is also a board member of the National Executive Services Corporation and a board trustee of Freedom House in Washington, D.C.

Mr. Prozes holds a B.A. from the University of Waterloo and an M.B.A. from York University.

Qualification Highlights

Sumit Rajpal is a Managing Director at Goldman Sachs, where heco-heads the Corporate Private Equity business globally and runs the Americas Corporate Private Equity business in the Merchant Banking Division. He joined Goldman, Sachs & Co. in 2000 and became a Managing Director in 2007. Mr. Rajpal serves on the boards of K&N Engineering, Hastings plc, Ipreo, ProSight Specialty Insurance, and Safeguard Products. He previously served as a director of Enstar Group Limited from May 2011 to September 2016.

Mr. Rajpal holds a Bachelor of Commerce from the University of Bombay, a post-graduate management accountant certification (Grad. CWA) and a post-graduate business administration degree from the Indian Institute of Management in Ahmedabad, India.

Qualification Highlights

Steven M. Tadler is a Managing Partner at Advent International, having joined the firm in 1985 and becoming Managing Director of the North American buyouts group in 1994. From 1997 to 2006, Mr. Tadler headed Advent’s European Operations. Mr. Tadler also serves as a director on the boards of Bojangles’, Inc., wTe Corporation, and Advent.

Mr. Tadler holds a B.S. from University of Virginia and an M.B.A. from Harvard Business School.

Board Committees

The standing committees of our Board of Directors consist of an Audit and Compliance Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and an Executive Committee. The Board has adopted written charters for each of its committees, which can be found on our Investor Relations website,www.transunion.com\www.transunion.com/tru, on the “Leadership and Governance” page.page.Listed below are the members of each of the four standing committees as of March 12, 2018.

I = Independent

COMPENSATION COMMITTEE(1)    20162017 Meetings: 6    Andrew Prozes, Chair (I)  Sumit RajpalThomas L. Monahan III (I)  Steven M. TadlerLeo F. Mullin (I)		•   Assist our Board of Directors in discharging its responsibilities relating to: ¡  setting our compensation program and compensation of our executive officers and directors; ¡  monitoring our incentive and equity-based compensation plans; and ¡  preparing the compensation committee report in our proxy statement.   •   Make annual compensation decisions for our executive officers, including adjustments to base salary, bonus, equity and equity-based incentives, and other benefits.   •   Make recommendations to the Board regarding compensation fornon-management directors for their Board and committee service.   •   Review and discuss with management, at least annually, management’s assessment of whether risks arising from the Company’sour compensation policies and practices for all employees, includingnon-executive officers, are reasonably likely to have a material adverse effect on the Company.   •   The Compensation Committee may delegate some or all of its authority to subcommittees when it deems appropriate.   •   Consult directly with our independent compensation consultant, Frederic W. Cook & Co., Inc., as needed, and with management to review and evaluate our compensation practices, which include both our executive and director compensation programs.

I = Independent

NOMINATING AND CORPORATE  GOVERNANCE COMMITTEE(1)    20162017 Meetings: 2    Leo F. Mullin, Chair (I)  Christopher Egan  James M. Peck  Sumit RajpalAndrew Prozes (I)		•   Assist our Board of Directors in discharging its responsibilities relating to:   ¡  identifying qualified individuals to become new Board members;   ¡  reviewing the qualifications of incumbent directors to determine whether to recommend them for reelection, or recommending that the Board select the director nominees for our annual meeting of stockholders;   ¡  identifying qualified Board members to fill vacancies on any Board committee and recommending that the Board appoint the identified member to the applicable committee;   ¡  reviewing and recommending to the Board applicable corporate governance guidelines; and   ¡  overseeing the evaluationannual self-evaluation of the Board and management.each Board committee, as well as overseeing management evaluations.

I = Independent

EXECUTIVE COMMITTEE(2)    20162017 Meetings: 1None    Leo F. Mullin, Chair (I)  Christopher EganPamela A. Joseph (I)  James M. Peck  Sumit Rajpal Andrew Prozes (I)		•   Exercise the powers and authority of the Board during the intervals between meetings of the full Board of Directors.

I = Independent

Meetings and Meeting Attendance

During 2016,2017, each of our directors attended at least 75% of the Board and Board committee meetings on which he or she served. Mr. Steven Tadler resigned from the Board, effective on May 2, 2017. During 2016,2017, our Board of Directors met 5eight times. Directors are expected to attend our annual stockholders’ meetings. Allmeeting. For our 2017 Annual Meeting of Stockholders, six of the eight members of our Board who were then-serving attended our 2016 Annual Meeting of Stockholders.the meeting.

Director Independence

Our Board of Directors has affirmatively determined that Ms.Mses. Clark and Joseph and Messrs. Awad, Mehta, Monahan, Mullin and Prozes qualify as independent directors under the NYSE corporate governance standards of the NYSE. Mr. Gilbert Klemann,standards. Messrs. Steven Tadler and Sumit Rajpal, who also served as a directordirectors in 2016, was2017, were not deemed to be independent under the NYSE rules. In making these determinations, our Board considered various transactions and relationships between each director or director nominee, his or her immediate family, and our Company and its subsidiaries. The purpose of this review by our Board was to determine whether any such relationships or

transactions were material and, therefore, inconsistent with a determination that the director is independent. As a

result of its review of our nominees for director, the Board determined that Mr. MullinMs. Joseph is independent under NYSE rules. There are no family relationships between any of the nominees for director or between any nominee and any executive officer of our Company.

Communications with Directors

We have established a process for communications with directors. All interested parties (including our stockholders) who would like to communicate with, or otherwise make his or her concerns known directly to the Board, chairperson of any of the Audit and Compliance, Nominating and Corporate Governance or Compensation Committees, or to thenon-management or independent directors as a group, may do so by addressing such communications or concerns to the Corporate General Counsel (John Blenke, jblenke@transunion.com)Secretary (Mick Forde, mforde@transunion.com), 555 West Adams Street, Chicago, Illinois 60661, who will forward such communications to the appropriate party. Such communications may be made confidentially or anonymously.

Code of Business Conduct

We have adopted a Code of Business Conduct that applies to all directors, officers and employees. You can find our Code of Business Conduct on our Investor Relations website,www.transunion.com\www.transunion.com/tru, on the “Leadership and Governance” page, and a copy of the Code of Business Conduct may also be obtained free of charge upon a request directed to TransUnion, 555 West Adams Street, Chicago, Illinois 60661, Attn: Corporate Secretary.

Related Person Transactions

Our Board of Directors has adopted a written Related Person Transaction Policy, which provides that any “Related Person Transaction” must be reviewed and approved or ratified in accordance with specified procedures. The term “Related Person Transaction” includes any transaction, arrangement or relationship, or series of similar transactions, arrangements or relationships, in which (1) the aggregate dollar amount involved

exceeds $120,000 in any fiscal year, (2) the Company is, or is proposed to be, a participant, and (3) any person who is or was (since the beginning of the last fiscal year) a director, a nominee for director, an executive officer or a beneficial owner of more than five percent of any class of the Company’sour voting securities, or a member of the immediate family of any such person, had, has or will have a direct or indirect interest (other than solely as a result of being a director or being less than a 10 percent beneficial owner of another entity).

Our policy requires each director, nominee and executive officer to notify the General Counsel in writing of any Related Person Transaction in which the director, nominee, executive officer or an immediate family member has or will have an interest and to provide specified details of the transaction. The General Counsel will deliver a copy of the notice to the Audit and Compliance Committee, who will then review the material facts of each proposed Related Person Transaction and approve, ratify or disapprove the transaction.

The vote of a majority of disinterested members of the Audit and Compliance Committee is required for the approval or ratification of any Related Person Transaction. The Audit and Compliance Committee may approve or ratify a Related Person Transaction if the Audit and Compliance Committee determines, in its business judgment, based on the review of all available information, that the transaction is fair and reasonable to the Company, that there is a business or corporate interest supporting the Related Person Transaction, and that the Related Person Transaction is in the best interests of the Company.

In making this determination, the Audit and Compliance Committee will consider, among other things:

The policy also contains categories ofpre-approved transactions that the Board has identified as not having a significant potential for an actual or potential conflict of interest or improper benefit.

In any case where the Audit and Compliance Committee determines not to approve or ratify a Related Person Transaction, the matter will be referred to the General Counsel for review and consultation regarding the appropriate disposition of such transaction, arrangement or relationship including, but not limited to, termination of the transaction or rescission or modification of the transaction in a manner that would permit it to be ratified and approved.

Amended and Restated Major Stockholders’ Agreement

As discussed earlierOn June 23, 2015, we entered into the Amended and Restated Major Stockholders’ Agreement with Advent-TransUnion Acquisition Limited Partnership (the “Advent Investor”) and investment funds affiliated with The Goldman Sachs Group, Inc. (collectively, the “GS Investors”). The Amended and Restated Major Stockholders’ Agreement provided that each of the Advent Investor and the GS Investors originally had the right to designate two directors to our Board of Directors, unless and until such investor transferred a specified percentage of its initial ownership interest in this proxy statement, the Company, measured as of the date of our IPO. The Amended and Restated Major Stockholders’ Agreement provides that (a) if the GS Investors or their affiliates, and the Advent Investor or its affiliates, shall each designate two directors for election to the board of directors (so long as neither the GS Investors nor the Advent Investor has transferred more than 75% of their initial ownership interest in the Company). If either Sponsorinvestor transfers more than 75% of its initial ownership interests ininterest (measured as of the Company, thenIPO), such Sponsor shallinvestor may only be entitled to designate for election one director;director and the second investor director designee must resign immediately and (b) if either Sponsorsuch investor transfers more than 90% of its initial ownership interest in(measured as of the Company, then that Sponsor shall notIPO), such investor’s director designee or designees, as the case may be, entitledmust resign immediately, and such investor would no longer have any right to designate any directors for election. Additionally, so longto our Board.

Following our secondary offering in May 2017, the Advent Investor fell below the threshold described in (a) above and as GS Capital Partners VI Parallel, L.P., an affiliate of GS, beneficially owns at least 5%a result, one of its initial ownership interest in the Company, it is permitted to designate for election onenon-voting observer todirector designees, Steven M. Tadler, resigned from our Board and any Board

committee. The Amended and Restated Major Stockholders’ Agreement also requires each of GS and AdventDirectors. Pursuant to consult with one another regarding the transferterms of their equity securities of the Company, so long as either of them own at least 20% of its initial ownership interest in the Company.

Additionally, because The Goldman Sachs Group, Inc. is a bank holding company and has elected to be treated as a financial holding company under the Bank Holding Company Act of 1956, as amended (the “BHC Act”), we have agreed to be subject to certain covenants in the Amended and Restated Major Stockholders’ Agreement, following our secondary offering in August 2017, the Advent Investor’s other director designee, Christopher Egan, would have been required to tender his resignation from our Board. However, our Board waived the requirement for Mr. Egan’s resignation. Mr. Egan will serve until his term expires at the benefitAnnual Meeting and will not stand for re-election at the Annual Meeting. Following our secondary offering in March 2018, the GS Investors fell below the threshold described in (b) above and as a result, their only remaining director designee, Sumit Rajpal, resigned from our Board of The Goldman Sachs Group, Inc., which are intended to facilitate compliance with the BHC Act. In particular, The Goldman Sachs Group, Inc. has rights to conduct auditsDirectors, effective on and to access certain of our information, and has certain rights to review the policies and procedures that we implement to comply with the laws and regulations that relate to our activities. In addition, we are obligated to provide The Goldman Sachs Group, Inc. with notice of certain events and business activities and cooperate with The Goldman Sachs Group, Inc. to mitigate potential adverse consequences resulting therefrom, as well as seek consent from them prior to expanding the nature of our activities. These covenants will remain in effect as long as the Federal Reserve deems us to be a “subsidiary” of The Goldman Sachs Group, Inc. under the BHC Act.March 8, 2018.

Registration Rights Agreement

We are parties to a registration rights agreement with certain affiliates of the SponsorsGS Investors and the Advent Investor and certain members of management. The registration rights agreement providesprovided the SponsorsGS Investors and the Advent Investor an unlimited number of “demand” registrations, which requirerequired us to register shares of our common stock under the Securities Act of 1933, as amended (the “Securities Act”), held by the SponsorsGS Investors and the Advent Investor and, if requested, to maintain an effective shelf-registration statement with respect to such shares. Each party toBecause neither the registration rights agreement is also entitled to customary “piggyback” registration rights and entitled to participate inGS Investors nor the Advent Investor hold any registrationshares of our common stock, underthey no longer have the Securities Act that we may undertake. The registration rights agreement also provides that we will pay certain expenses, including legal fees, relatingability to such registrations and indemnify the Sponsors and the members of management party thereto against certain liabilities which may arise under the Securities Act.initiate a “demand” registration.

Data and Data Services

In 2016,2017, we entered into a series of transactions with affiliates of GS to license data and provide data services that we offer to all of our business customers. In connection with these transactions, we received aggregate fees of approximately $1.4$5.0 million in 2016.2017. These transactions were approved by the Audit and Compliance Committee pursuant to theour Related Person Transaction Policy.

Debt and Hedge Activities

As of December 31, 2016,2017, interest accrued on our debt and hedge owed to related parties was less than $0.1 million. As of December 31, 2017, we owed approximately $61.5$57.1 million ofunder our Term Loan A to affiliates of GS. As of December 31, 2016, there were no outstanding borrowings of2017, we owed $12.0 million under our senior secured revolving line of credit owed to affiliates of GS. As of December 31, 2016,2017, the GS proportion of the fair value of the cap was a liabilityan asset of $1.5$2.4 million. For the year ended December 31, 2016,2017, we paid affiliates of GS $3.9$6.4 million of interest expense and fees related to debt and hedge instruments.

Management Stock SalesCompensation Committee Interlocks and RepurchasesInsider Participation

On December 30, 2016,Messrs. Prozes (Chair), Monahan, Mullin, Rajpal and Tadler were members of the Compensation Committee during 2017. None of these individuals is or has been an officer or employee of the Company withheld 20,242 shares of common stock ator is serving or has served as a price per share of $30.93 in paymentmember of the tax liability incidentcompensation committee of another entity that has an executive officer serving on our Compensation Committee. None of our executive officers served as a director or on the Compensation Committee of another entity that had an executive officer serving as a director or on our Compensation Committee. We are parties to certain transactions with the vesting of 49,188 shares of restricted stock granted to John W. Blenke, Corporate General Counsel, on May 29, 2015.

On October 28, 2016, David M. Neenan, Executive Vice President - International, exercised options to purchase 41,112 shares of common stock at $4.99 per share.

In 2016, James M. Peck, PresidentGS Investors and Chief Executive Officer, exercised options to purchase shares of common stock, as follows:the Advent Investor described above under “Related Person Transactions.”

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our common stock as of March 6, 2017,12, 2018, by:

The information below is based on a total of 182,120,770183,878,470 shares of our common stock outstanding as of March 6, 2017.12, 2018.

To our knowledge, unless otherwise disclosed in the footnotes to this table, and subject to applicable community property laws, we believe that the persons named in the table have sole voting and investment power with respect to their beneficially owned common stock.

Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof, or has the right to acquire such powers within 60 days. Common stock subject to options that are currently exercisable or exercisable within 60 days of March 6, 2017,12, 2018, are deemed to be outstanding for calculating the percentage ownership of the person holding the options, but are not deemed outstanding for the purposes of calculating the percentage ownership of any other person. Unless otherwise indicated in the table or footnotes below, the address for each beneficial owner is c/o TransUnion, 555 West Adams Street, Chicago, Illinois 60661.

 *Less than 1%.

(1)

The funds managedBased solely on information obtained from a Schedule 13G filed by Advent International Corporation own 100%T. Rowe Price Associates, Inc. (“Price Associates”) with the SEC on February 14, 2018, reporting beneficial ownership obtained as of Advent-TransUnion Acquisition Limited Partnership, which in turn owns 15.2% of TransUnion, for a 15.2% indirect ownership for the funds managed by Advent International Corporation. This 15.2% indirect ownership consists of 12,230,493 shares deemed to be beneficially owned by Advent International GPE VI Limited Partnership, 7,838,497 shares deemed to be beneficially owned by Advent International GPEVI-A Limited Partnership, 618,318 shares deemed to be beneficially owned by Advent International GPEVI-B Limited Partnership, 629,409 shares deemed to be beneficially owned by Advent International GPEVI-C Limited Partnership, 551,773 shares deemed to be beneficially owned by Advent International GPEVI-D Limited Partnership, 1,519,454 shares deemed to be beneficially owned by Advent International GPEVI-E Limited Partnership, 2,304,135 shares deemed to be beneficially owned by Advent International GPEVI-F Limited Partnership, 1,450,135 shares deemed to be beneficially owned by Advent International GPEVI-G Limited Partnership, 449,182 shares deemed to be beneficially owned by Advent Partners GPE VI 2008 Limited Partnership, 16,636 shares deemed to be beneficially owned by Advent Partners GPE VI 2009 Limited Partnership, 38,818 shares deemed to be beneficially owned by Advent Partners GPE VI 2010 Limited Partnership, 38,818 shares deemed to be beneficially owned by Advent Partners GPEVI-A Limited Partnership and 41,591 shares deemed to be beneficially owned by Advent Partners GPEVI-A 2010 Limited Partnership. Advent International Corporation is the manager of Advent International LLC, which in turn is the general partner of GPE VI GP Limited Partnership and GPE VI GP (Delaware) Limited Partnership. GPE VI GP Limited Partnership is the general partner of Advent International GPE VI Limited Partnership, Advent International GPEVI-A Limited Partnership, Advent International GPEVI-B Limited Partnership, Advent International GPEVI-F Limited Partnership and Advent International GPEVI-G Limited Partnership. GPE VI GP (Delaware) is the general partner of Advent International GPEVI-C Limited Partnership, Advent International GPEVI-D Limited Partnership and Advent International GPEVI-E Limited Partnership. Advent International Corporation is the manager of Advent International LLC, which in turn is the general partner of Advent Partners GPE VI 2008 Limited Partnership, Advent Partners GPE VI 2009 Limited Partnership, Advent Partners GPE VI 2010 Limited Partnership, Advent Partners GPEVI-A Limited Partnership and Advent Partners GPEVI-A 2010 Limited Partnership. Advent International Corporation exercisesDecember 31, 2017. Price Associates has sole voting and investment power over the shares held by each of these entities and may be deemed to have beneficial ownership of any shares held by them. With respect to any8,785,972 shares of our common stock of the Company held by the funds managed by Advent International Corporation, a number of individuals currently composed of David M. Mussafer, Steven M. Tadler and David M. McKenna, none of whom have individual voting or investment power, exercise voting and investmentsole dispositive power over any29,283,980 shares beneficially owned by Advent International Corporation. The shares reported in the table above do not include shares held by members of management of the Company which are subject to an agreement pursuant to which the management stockholders have appointed the Company as theirattorney-in-fact to vote, provide a written consent or take any other action with respect to all matters with respect to such shares in the same proportion as shares held by the investment funds affiliated with Advent International Corporation. Advent International Corporation and its affiliated funds disclaim beneficial ownership of all such shares. Theour common stock. Price Associates’ business address of Advent International Corporation and each of the funds listed above is c/o Advent International Corporation, 75 State100 East Pratt Street, Floor 29, Boston, MA 02109.Baltimore, MD 21202.

(2)

Shares shown as beneficially owned by investment funds affiliated with The Goldman Sachs Group, Inc. reflect an aggregate of the following record ownership: (i) 17,865,750 shares held by GS Capital Partners VI Fund, L.P.; (ii) 4,912,776 shares held by GS Capital Partners VI Parallel, L.P.; and (iii) 23,001,315 shares held by SpartanShield Holdings. GS Capital Partners VI Offshore Fund, L.P., GS Capital Partners VI GmbH & Co. KG, MBD 2011 Holdings, L.P., Bridge Street 2012 Holdings, L.P. and Opportunity PartnersOffshore-BCo-Invest AIV, L.P. (together with GS Capital Partners VI Fund, L.P. and GS Capital Partners VI Parallel, L.P., the “Goldman Sachs Funds”) own partnership interests of SpartanShield Holdings. The Goldman Sachs Group, Inc. and Goldman, Sachs & Co. are deemed to beneficially own all of the abovementioned shares and are deemed to beneficially own an additional 60 shares of common stock. Goldman, Sachs & Co. is a subsidiary of The Goldman Sachs Group, Inc. Goldman, Sachs & Co. is the investment manager of certain of the Goldman Sachs Funds. The Goldman Sachs Group, Inc., and Goldman, Sachs & Co. may be deemed to beneficially own indirectly, in the aggregate, all of the common stock owned by SpartanShield Holdings because (i) the Goldman Sachs Funds, of which affiliates of Goldman, Sachs & Co. and The Goldman Sachs Group, Inc. are the general partner, managing general partner or investment manager, share voting and investment power with certain of its respective affiliates and (ii) the Goldman Sachs Funds control SpartanShield Holdings and have the power to vote or dispose of all of the common stock of the Company owned by SpartanShield Holdings. Shares of common stock that may be deemed to be beneficially owned by the Goldman Sachs Funds that correspond to the Goldman Sachs Funds’ partnership interests of SpartanShield Holdings consist of: (1) 14,860,102 shares of common stock deemed to be beneficially owned by GS Capital Partners VI Offshore Fund, L.P., (2) 634,950 shares of common stock deemed to be beneficially owned by GS Capital Partners VI GmbH & Co. KG, (3) 548,210 shares of common stock deemed to be beneficially owned by MBD 2011 Holdings, L.P., (4) 632,550 shares of common stock deemed to be beneficially owned by Bridge Street 2012 Holdings, L.P., and (5) 6,325,503 shares of common stock deemed to be beneficially owned by Opportunity PartnersOffshore-BCo-Invest AIV, L.P. Mr. Sumit Rajpal is a Managing Director in the Merchant Banking Division of Goldman, Sachs & Co., and therefore Mr. Rajpal may be deemed to have beneficial ownership of the shares held by the Goldman Sachs Funds. The Goldman Sachs Group, Inc., Goldman, Sachs & Co. and Mr. Rajpal each disclaim beneficial ownership of the shares of common stock owned directly or indirectly by SpartanShield Holdings and the Goldman Sachs Funds, except to the extent of their pecuniary interest therein, if any. The shares reported in the table above do not include shares held by members of management of the Company which are subject to an agreement pursuant to which the management stockholders have appointed the Company as theirattorney-in-fact to vote, provide a written consent or take any other action with respect to all matters with respect to such shares in the same proportion as shares held by the Goldman Sachs Funds. The Goldman Sachs Funds and its affiliated funds disclaim beneficial ownership of all such shares. The address of the Goldman Sachs Funds, SpartanShield Holdings, The Goldman Sachs Group, Inc. and Goldman, Sachs & Co. is 200 West Street, New York, NY 10282.

(3)

Based solely on information obtained from a Schedule 13G filed by Wellington Management Group LLP (“Wellington”) with the SEC on February 9, 2017,8, 2018, reporting beneficial ownership as of December 30, 2016. Wellington’s business address is 280 Congress Street, Boston, MA 02210.29, 2017. Wellington has indicated that it holds shares of our Common Stockcommon stock together with certain of its subsidiaries. Wellington has shared voting power with respect to 15,192,55712,469,455 of these shares and shared dispositive power with respect to 20,474,95216,936,742 of these shares. Wellington’s business address is 280 Congress Street, Boston, MA 02210.

(3)

Based solely on information obtained from a Schedule 13G filed by The Vanguard Group (“Vanguard”) with the SEC on February 9, 2018, reporting beneficial ownership as of December 31, 2017. Vanguard has sole voting power over 119,257 shares, shared voting power over 33,419 shares, sole dispositive power over 14,094,032 shares and shared dispositive power over 141,376 shares. Vanguard’s business address is 100 Vanguard Blvd., Malvern, PA 19355.

(4)

Based solely on information obtained from a Schedule 13G filed by Lone Pine Capital LLC (“Lone Pine Capital”) and Stephen F. Mandel, Jr. (“Mr. Mandel”), the managing member of Lone Pine Managing Member LLC, which is the managing member of Lone Pine Capital, with the SEC on February 14, 2018, reporting beneficial ownership as of December 31, 2017. Lone Pine Capital and Mr. Mandel have shared voting and shared dispositive power over 10,572,548 shares. Lone Pine Capital’s and Mr. Mandel’s business address is Two Greenwich Plaza, Greenwich, CT 06830.

(5)	Represents 20,1463,756 shares of common stock held of record and options to purchase 28,07236,710 shares of common stock, which are exercisable within 60 days.

(5)

Christopher Egan holds no shares directly. Mr. Egan is a managing director at Advent International Corporation, which manages funds that collectively own 27,727,259 shares of common stock. See footnote 1 above. Mr. Egan’s address is c/o Advent International Corporation, 75 State Street, Floor 29, Boston, MA 02109.

(6)	Represents 252,13333,389 shares of common stock held of record and options to purchase 40,52542,658 shares of common stock, which are exercisable within 60 days.

(7)	Represents 57,20460,960 shares of common stock held of record and options to purchase 13,22319,834 shares of common stock, which are exercisable within 60 days.

(8)	Represents 63,32122,577 shares of common stock held of record and options to purchase 25,91134,548 shares of common stock, which are exercisable within 60 days.

(9)

Sumit Rajpal is a managing director of Goldman, Sachs & Co. As such, Mr. Rajpal may be deemed to have shared voting and investment power over, and therefore, may be deemed to beneficially own, shares of common stock of the Company owned by the Goldman Sachs Funds and SpartanShield Holdings. Mr. Rajpal disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any. Mr. Rajpal holds no shares directly. Mr. Rajpal’s address is c/o Goldman, Sachs & Co., 200 West Street, New York, NY 10282.

(10)

Steven M. Tadler holds no shares directly. Mr. Tadler is a managing partner at Advent International Corporation, which manages funds that collectively own 27,727,259 shares of common stock. See footnote 1 above. Mr. Tadler’s address is c/o Advent International Corporation, 75 State Street, Floor 29, Boston, MA 02109.

(11)	Represents 51,1452,500 shares of common stock held of record by Mr. Peck, 469,880307,380 shares of common stock held of record by Peckers Ventures, LLC, and options to purchase 979,713909,110 shares of common stock, which are exercisable within 60 days.

(10)	Represents 8,106 shares of common stock and options to purchase 1,000 shares of common stock, which are exercisable within 60 days.

(11)	Represents options to purchase 219,638 shares of common stock, which are exercisable within 60 days.

(12)	Represents 1,29161,775 shares of common stock held in trust by the Samuel Allen Hamood Revocable TrustHarrow Neenan LLC and options to purchase 370,893279,550 shares of common stock, which are exercisable within 60 days.

(13)	Represents 170,350 shares of common stock held of record and options to purchase 503,8734,318 shares of common stock, which are exercisable within 60 days.

(14)

Represents 41,112 shares held of record by Mr. Neenan, 190,767 shares held by Harrow Neenan LLC and options to exercise 238,438 shares of common stock which are exercisable within 60 days.held by the Samuel Allen Hamood Revocable Trust and is based solely on information obtained from a Form 4 filed by Mr. Hamood with the SEC on September 18, 2017, and adjusted to reflect the forfeiture of 58,781 restricted stock units in connection with his resignation from the Company on August 18, 2017. Mr. Hamood is the former Executive Vice President and Chief Financial Officer of the Company.

(15)	Represents 642 shares of common stock held of record and options to purchase 139,996 shares of common stock, which are exercisable within 60 days.

(16)	Represents 1,450,209549,239 shares of common stock held by our directors and executive officers and options to purchase 2,464,8121,647,701 shares of common stock, which are exercisable within 60 days.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requiresand the Company’srules of the SEC require our directors, and executive officers and persons owningwho own more than 10% of a registered class of the Company’s equity securities,our common stock to file with the SEC reports of their ownership and changes in ownership of our common stock with the Company’s equity securities. These same persons are also required to furnish the Company with copies of all such forms.SEC. As a practical matter, we assist our directors and officers by monitoring transactions and completing and filing Section 16 reports on their behalf. Based solely on aour review of the copiesreports filed during 2017 and related written representations, we determined that no director, executive officer, or beneficial owner of the forms furnishedmore than 10% of our common stock failed to file a report on a timely basis during 2017, except for late Form 4 filings filed by the Company or written representations that no Form 5 filings were required, we believe that, with respecton behalf of George M. Awad, John W. Blenke, Siddharth N. (Bobby) Mehta and David M. Neenan to report the 2016 fiscal year, all required Section 16(a) filings were timely made.sale of shares of our common stock as part of a secondary offering completed on August 4, 2017.

PROPOSAL 1: ELECTION OF DIRECTORS

Upon the recommendation of the Nominating and Corporate Governance Committee, our Board has nominated the two people named below for election as Class IIIII directors at our Annual Meeting. Mr. Egan, also a Class III director, will not stand forre-election at the Annual Meeting. Each of the nominees for director has agreed to be named in this proxy statement and to serve as a director if elected. Each of Messrs. Mullin and Tadler serves as a Class II Director. Each nominee, if elected, will serve as a director until our 20202021 Annual Meeting of Stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.

Nominees:

Leo F. MullinPamela A. Joseph

StevenJames M. TadlerPeck

Directors will be elected by a plurality of the votes of the shares of our common stock present in person or represented by proxy at the 20172018 Annual Meeting of Stockholders and entitled to vote on the election of directors, which means that the two nominees receiving the highest number of affirmative votes will be elected. Proxies cannot be voted for a greater number than the two nominees named in this proxy statement. Unless instructions to the contrary are given, all properly delivered proxies will be voted for the election of these two nominees as directors.

In the event that any nominee for any reason is unable to serve, or for good cause will not serve, the proxies will be voted for such substitute nominee as our Board may determine. We are not aware of any nominee who will be unable to serve, or for good cause will not serve, as a director.

The relevant experiences, qualifications, attributes or skills of each nominee that led our Board to recommend the above persons as a nominee for director are described in the section entitled “Background and Experience of Directors.”

The Board of Directors recommends a vote “FOR” each of the foregoing nominees to serve as a Class IIIII director.

Director Compensation

The following tables and narrative footnotes discuss the compensation earned by our directors in 2017 who are not employed by TransUnion, or either of the Sponsors,GS Investors, the Advent Investor, or any of the Sponsor’stheir respective affiliates (each, an “unaffiliated director”). The unaffiliated directors are Messrs. Awad, Mehta, Monahan, Mullin and Prozes and Mses. Clark and Joseph. Messrs. Egan, Tadler and Rajpal and Tadler arewere not considered unaffiliated directors during 2017 because of their relationships with our Sponsors,the Advent Investor and the GS Investors, which holdheld significant interests in TransUnion during 2017, and, accordingly, received nothey did not receive any compensation for their service on the Board of Directors in 2016. Mr. Klemann, who served on our Board during a portion of 2016, also did not receive compensation for his service because of his relationship with our Sponsors.2017. Mr. Peck, our President and Chief Executive Officer, is not included in the table below because as President and Chief Executive Officer, disclosure in respect of his compensation is presented in the Summary Compensation Table. Mr. Peckhe does not receive any additional compensation for his service on the Board of Directors. Mr. Peck’s 2017 compensation is presented in the Summary Compensation Table found on page 45.

In 2016,2017, unaffiliated directors were eligible for annualized compensation ratesamounts described below and paid on a quarterly basis for the unaffiliated directors related to service on our Board of Directors and Committees were as follows:Committees:

In addition, in 2017, our unaffiliated directors receivereceived restricted stock options pursuant to the 2012 Management Equity Plan or restricted stockgrants with a target grant value of $150,000 under our 2015 Omnibus Incentive Plan, which vest pro rata over a five-year period (or such shorter term as may be set byon the Compensation Committee) and have such other terms and conditions asone-year anniversary of the Compensation Committee may specify.grant date.

TotalThe total compensation paid to our independentunaffiliated directors in 20162017 is shown in the table below. The annual retainer and applicable fees are prorated for Ms. Clark and Mr. Monahan, who were appointed to our Board of Directors on June 12, 2017.

Stock Ownership Requirements

We maintain a formal stock ownership policy requiring all unaffiliated directors to hold TransUnion common stock, which includes unvested restricted stock, in an amount equal to five times the annual Board retainer. To attain the desired multiple, each director must retain 75% of theafter-tax value of his or her shares received pursuant to any equity grant after January 1, 2016, until such multiple is achieved. Each director has five years from the date of his or her appointment to comply.

All applicable directors met their stock ownership requirements as of December 31, 2017, except for Ms. Clark and Mr. Monahan, who have five years from the date of their appointment on June 12, 2017 to attain the required ownership.

Non-Employee Director Compensation Table – 2017

Business Expenses

The independent directors are reimbursed for their business expenses related to their attendance at our meetings, including room, meals and transportation to and from Board and committee meetings. On rare occasions, a director’s spouse may accompany a director when traveling on TransUnion business.

Director and Officer Liability (or D&O) Insurance

D&O insurance insures our individual directors and officers against certain losses that they are legally required to bear as a result of their actions while performing duties on our behalf. Our D&O insurance policy does not break out the premium for directors versus officers and, therefore, a dollar amount cannot be assigned to the coverage provided for individual directors.

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit and Compliance Committee of our Board has appointed the independent registered public accounting firm of Ernst & Young LLP to audit our consolidated financial statements for the year ending December 31, 2017.2018. Ernst & Young LLP has been engaged as our independent registered public accounting firm since our formation in 2012. We are not required under SEC regulations to submit this proposal. However, the Board believes it is appropriate and a good corporate governance practice to do so.

The ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 20172018 will be determined by the vote of a majority of the voting power of the shares present or represented at the 20172018 Annual Meeting of Stockholders and voting affirmatively or negatively on the proposal. Unless instructions to the contrary are given, all properly delivered proxies will be voted “FOR” ratification.

If the appointment is not ratified by the stockholders, the Audit and Compliance Committee will consider the appointment of a different independent registered public accounting firm.

A representative of Ernst & Young is expected to be present at the Annual Meeting, will be offered the opportunity to make a statement if the representative desires to do so and will be available to respond to appropriate questions.

The Board of Directors recommends a vote “FOR” the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2017.2018.

Audit and Related Fees

The following table sets forth the aggregate fees paid to Ernst & Young, our principal accountant, for the years ended December 31, 20162017 and 2015:2016:

All audit andnon-audit services provided by our principal accountant, or any other independent registered public accounting firm, must be approved by the Audit and Compliance Committee of our Board of Directors. For engagements expected to generate fees of $50,000 or less, audit andnon-audit services by an independent registered public accounting firm can be approved by the Chairman of the Audit and Compliance Committee. Audit-related fees include fees paid for due diligence related to mergers and acquisitions, the review of controls and security of our information systems and agreed upon procedures. Tax fees include fees related to the analysis of various domestic and international tax restructuring matters. All of the fees paid to our principal accountant in 20162017 and 20152016 werepre-approved by our Audit and Compliance Committee.

Audit and Compliance Committee Report

The Audit and Compliance Committee of our Board of Directors currently consists of the three directors whose names appear below.below, other than Mr. Mullin who ceased to be a member of the committee as of February 8, 2018. Each

member of the Audit and Compliance Committee is “independent” and meets the financial literacy requirements of NYSE’s listing standards. The primary purposes of the Audit and Compliance Committee are to assist the Board in monitoring:

The Audit and Compliance Committee is responsible for appointing, retaining and terminating our independent registered public accounting firm and also performs the specific functions set forth in its charter, which is available on our website.

The Audit and Compliance Committee has reviewed and discussed with TransUnion’s management and Ernst & Young LLP, TransUnion’s independent registered public accounting firm, the audited financial statements of TransUnion included in its Annual Report on Form10-K for the year ended December 31, 2016.2017.

The Audit and Compliance Committee has discussed with TransUnion’s independent registered public accounting firm all communications required by the auditing standards of the Public Company Accounting Oversight Board (PCAOB), including those required by the PCAOB’s Auditing Standard No. 1301, “Communications with Audit Committees.” The Audit and Compliance Committee also has received and reviewed the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit and Compliance Committee concerning independence, and has discussed with Ernst & Young LLP such independent registered public accounting firm’s independence. The Audit and Compliance Committee also has considered whether the provision ofnon-audit services to TransUnion by Ernst & Young LLP is compatible with maintaining their independence.

Based on the review and discussions referred to above, the Audit and Compliance Committee recommended to our Board of Directors that the audited financial statements be included in TransUnion’s Annual Report onForm 10-K for the year ended December 31, 20162017 filed with the SEC.

This report is submitted on behalf of the Audit and Compliance Committee.

Pamela A. Joseph, Chair

George M. Awad

Suzanne P. Clark

Leo F. Mullin (Member until February 8, 2018)

The foregoing Audit and Compliance Committee Report is not soliciting material, is not deemed filed with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

COMPENSATION DISCUSSION AND ANALYSIS

The information contained in this“Compensation Discussion and Analysis” (“CD&A”) describes the material elements of compensation paid or awarded to our principal executive officer, principal financial officer, former principal financial officer, and the other three most highly compensated executive officers (collectively, our “named executive officers” or “NEOs”) for the twelve months ended December 31, 2016.2017.

For 2016,2017, our named executive officers are:

In the Executive Summary section of this CD&A, we highlight our 2017:

In the remainder of this CD&A, we describe:

Executive Summary

Our2017 Business Results

Information is a powerful thing and at TransUnion we believe in using Information for Good. We find innovative ways to leverage data and information to help consumers and businesses make smarter decisions. The right information—analyzed by experienced people—can help all of us learn from the past, navigate the present and predict the future.

We operate with the belief that information can help advance industry, facilitate commerce and ultimately increase the standard of living for consumers around the world. Because when businesses and consumers have access to more complete and multidimensional information, they can make more informed decisions and achieve great things.

For 2016,2017, we delivered another year of excellent financial performance with double-digit revenue and adjustedAdjusted EBITDA growth as well as a significant increase in net income and continued margin expansion, as compared to the full year of 2016, which is summarized below:as follows:

Revenue and adjusted EBITDA are defined later in this “Compensation Discussion and Analysis.”

This strong performance was broad-based and the result of management executing on our growth strategy, which is driven by our core business, new solutions, and faster growing verticals and geographies, and isgeographies. Additionally, we are enabling further investment in strategic growth initiatives that should continue to drive diversifiedtop-line growth and strengthen our competitive position globally.

Adjusted EBITDA is anon-GAAP financial measure that we use as a supplemental measure of our operating performance. For a more detailed explanation of how we calculate thisnon-GAAP measure, please refer to our Annual Report on Form10-K, under the heading “Results of Operations—Twelve Months Ended December 31, 2017, 2016 and 2015.” Constant currency percentage changes assume that foreign currency exchange rates are consistent between years. This allows financial results to be evaluated without the impact of fluctuations in foreign currency exchange rates.

2017 Annual Incentive Plan Performance

The following highlights the corporate financial performance results for our 2017 annual incentive and our CEO’s overall weighted payout for the applicable financial objectives. Our 2017 annual incentive is discussed in greater detail beginning on page 37 in the section titled “2017 Executive Compensation Program— Annual Incentive Plan.” Overall, our Defined Corporate Adjusted EBITDA was $740.8 million resulting in a payout of 187% and our Defined Corporate Revenue was $1,917.1 millionresulting in a payout of 160%. For our CEO’s 2017 annual incentive, the Defined Corporate Adjusted EBITDA has a 50% weighting and Defined Corporate Revenue has a 20% weighting resulting in an overall weighted payout of 179% for the applicable financial objectives.

2017 Executive Compensation Program Actions, Results and Changes

We took the following actions with respect to our NEOs and executive compensation program in 2017:

Executive Compensation Philosophy and Governance Practices Align with Stockholders and Reflect Best Practices, Discouraging and Mitigating Excessive Risk Taking

Executive Compensation Philosophy & Practices

The Compensation Committee has adopted anOur executive compensation program that is based on a philosophy that aligns the interests of our executives and stockholders. The following are key components of our compensation philosophy, which are used to guide the Compensation Committee in making compensation decisions. These components are evaluated to confirm the appropriateness of each objective in light of the overall corporate strategy and market practices.

In support of this philosophy, the Compensation Committee:

The primary components of our executive compensation program for our CEO and the other named executive officers (NEOs) are base salary, annual cash incentives, employee benefits (health, welfare and retirement) and long-term incentive (LTI) equity awards, which consist of time-based restricted stock units (RSUs) and performance share units (PSUs).

The Compensation Committee has identified the following key components of our compensation philosophy, which are used to guide the Compensation Committee in making compensation decisions. The Compensation Committee evaluates these objectives on an annual basis to confirm the appropriateness of each objective in light of the overall corporate strategy and typical market practices.

In further support of our philosophy, the Compensation Committee also:

Through our policies, procedures and processes, we believe compensation to our executives is aligned with best practices in the industry.

Benchmarking

For all of our NEOs, in 2016, our compensation consultant conducted a detailed market review of executive compensation against market data, which is described further in this proxy statement. The Compensation Committee discussed and reviewed this analysis with two types of market data: general industry data and comparator group proxy data.

Compensation Philosophy and Good Governance

Advisory Votes on Executive Compensation

Most RecentSay-on-Pay Voting Results

At our 2016 Annual Meeting of Stockholders, our advisory vote on executive compensation received greater than 99% support. Since this was our first Annual Stockholder Meeting since our IPO, we cannot provide a comparison to any previous voting results. However, we believe this strong vote outcome shows support for the program we have in place and the Compensation Committee has determined to maintain the current program design for 2017.

Frequency of Advisory Vote on Executive Compensation

At our 2016 Annual Meeting of Stockholders, the stockholders approved, on anon-binding advisory basis, holding anon-binding advisory vote to approve the executive compensation of the Company’s named executive officersNEOs every three years. Of the votes cast, 85% supported the three-year period.

2016 Compensation Actions

We took the following actions with respect to our NEOs in 2016:

The Compensation Committee realizes the importance of long-term stockholder value in executive compensation and in 2016, the Compensation Committee implemented a primary LTI vehicle with a combination of RSUs and PSUs (a 50/50 mix)years (the“Say-on-Pay vote”). The grants made in 2016 will cliff vest in 3 years, thereby providing a significant multi-year retention incentive for our executive team. In addition,Our most recentSay-on-Pay vote was held at our 2016 grants containedAnnual Meeting of Stockholders, and received greater than 99% support. We believe this strongnon-compete,non-solicitationSay-on-Pay vote outcome shows support for the program and dual-vesting triggers upon change-in-control, all of which further strengthenno changes have been made to the alignment between management and stockholders. While largely based on market practice, retention needs, Company performance goals, individual contribution expectations and other factors, the sizecurrent program design as a result of the grants made in 2016 reflect additional consideration as they were the initial grants made following our IPO.

most recentOverview of CEO Compensation for 2016

Mr. Peck was hired in December 2012 with a compensation package that was competitive at that time and sufficient to attract him from his former position. The Company has consistently outperformed under Mr. Peck’s leadership and is positioned for continued growth and diversification in business lines.

As with all NEOs, we review the CEO’s compensation on an annual basis. In performing this exercise, we evaluate all elements of total direct compensation against apre-determinedSay-on-Pay group of companies. The Compensation Committee reviewed Mr. Peck’s compensation in 2016 against this comparator group and while there was no increase in his cash compensation, he received, as with all NEOs, an equity grant. As noted in the following section, we place significant emphasis on performance-based components of compensation. For additional detail, please see the sections titled “Base Salary,” “Annual Bonus Plan” and “Long-term Incentive Equity Plan” which are described in the pages that follow.vote.

Target Pay Mix

Our Company places a great degree of emphasis on the elements that comprise performance-based pay (annual cash incentive plan and equity awards). Therefore, a significant percentage of an executive’s total compensation opportunity is linked to the performance of the Company or its stock price; 85% for the CEO and 76% for our other NEOs, as illustrated below:

¹Percentages are calculated using base salary, target bonus and the target grant value of awards made in 2016.

Key Compensation Elements

The principal elements of our executive compensation programs for 2016 are illustrated below:

Role of Compensation Committee, Management and Compensation Consultant in Compensation Decisions

The Compensation Committee was created to provide stewardship over our executive compensation and benefits programs, including equity plans. Pursuant to its charter, the Compensation Committee is responsible for overseeing our executive compensation program, developing and reviewing our executive compensation philosophy, and approving decisions regarding executive compensation.

The Compensation Committee is ultimately responsible for making the compensation decisions with respect to our CEO and creating appropriate programs for the CEO and the other NEOs. The Compensation Committee seeks and considers input from senior management and an independent compensation consultant in connection with its duties. In calendar year 2016,2017, the Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as a consultant on executive compensation matters.

FW Cook’s engagement includes reviewing and advising on executive compensation matters principally related to the CEO, the executive officers, our senior executives and outside directors. For 2016,2017, FW Cook assisted the Compensation Committee by (a) recommending a comparator group for benchmarking purposes and (b) providing comparator group data on compensation levels and design, including an analysis of target total direct compensation (base salary, annual cash incentives and long-term equityincentive awards). FW Cook also assisted the Compensation Committee in reviewing general market practices and management compensation proposals.

FW Cook performs services solely on behalf of the Compensation Committee and does not provide any other services to us. The Compensation Committee has assessed the independence of FW Cook and concluded that no conflictconflicts of interest existsexist that would prevent FW Cook from independently representing the Compensation Committee.

The executive officers play an important role in the compensation decision-making process because management has direct involvement with andin-depth knowledge of our business strategy, goals, and performance. Executive management regularly participates in the compensation decision-making process in the following specific respects:

Overview of CEO’s 2017 Target Compensation Mix

We have consistently outperformed under our CEO’s leadership and are positioned for continued growth and diversification in all areas of the business. As with all NEOs, the Compensation Committee reviews the CEO’s compensation on an annual basis. In performing this exercise, the Compensation Committee evaluates all elements of target total compensation against apre-determined group of companies (as described below in the section titled “Market Analysis and Benchmarking”). As noted in the following section, there is a significant emphasis on performance-based components of compensation. For additional detail on each compensation component, please see the sections below titled “Base Salary,” “Annual Incentive Plan” and “Long-Term Incentive Plan” under “2017 Executive Compensation Program.”

Target Compensation Mix

There is a significant emphasis on the elements that comprise performance-based pay (annual and long-term incentive awards). As illustrated in the following charts, a significant percentage of our CEO’s and all other NEOs’ target total compensation is linked to Company performance and aligned with stockholders (i.e., target annual incentive, restricted stock units (“RSUs”) and PSUs) and considered“at-risk”: 86% for the CEO and 75% for our other NEOs.

Key Executive Compensation Components

The key components of our executive compensation program for NEOs are base salary, annual incentive, employee benefits (health, welfare, retirement and perquisites) and long-term incentive (“LTI”) awards, which consist of time-based vested RSUs and PSUs subject to a three-year performance period.

These elements are illustrated in greater detail below:

Market Analysis and Benchmarking

The Compensation Committee usesAs described below, we use various tools and methods, such asincluding benchmarking, reports, to evaluate whether each named executive officer’sNEO’s level of pay is appropriate. For 2016,2017, the benchmarking process for all of our NEOs including our principal executive officer, was identical.is described below.

Benchmarking

Percentile Test

The Compensation Committee benchmarks against the following percentiles50^th percentile for each pay component (i.e., base salary, target annual incentive and target LTI grants) to guide our compensation objectives.

We utilize the 50^th percentile market data for cash compensation as a point of reference and not necessarily the definitive compensation level. Consequently, our NEOs’ compensation may be positioned at a level less than or greater than the benchmark percentiles noted here50^th percentile based on time in position, experience and competitive pay objectives, as well as other factors.

The Compensation Committee has also determined that benchmarking against the 50^th percentile for long-term equity grants is a good starting point to attract and retain the desired level of management talent, as well as aligning management incentives to focus on our long-term objectives. The Committee reviews many factors, such as the individual’s expected contribution to the Company’s long-term strategic goals or any unique strengths the individual may have, to determine the actual award. The Committee believes that the use of meaningful long-term incentives based on measurable strategic goals enables the Company to have a greater percentage of pay aligned to longer term value creation.

Comparator Group

TheIn addition to general industry data, the following21-company23-company comparator group was approved by the Compensation Committee (the “Custom Comparator Group”) in 20152016 to be used in reviewing and benchmarking the various 20162017 pay components against the benchmark percentiles above.components. The focus of these organizations includes managing data, providing technology solutions, providing consulting services or specialized information delivery and processing. Additionally, these arecomparable-sized companies, selected to be representative of the business services, technology and financial services sectors in which we compete and participate directly or indirectly for business and, in some cases, executive talent.

In determining an appropriate peercomparator group, the Companywe evaluated a number of factors including net revenue, operating income, total assets, total equity, total employees and market capitalization. Weighing each component equally, our Company’s composite percentile ranking was 45%46% — close to the median of the group. While not receiving a greater weight than any other factor, the median annual net revenue of these companies was approximately $1.9 billion, compared with the Company’s 2016 revenue of $1.7 billion. As noted above, the Custom Comparator Group at the time of benchmarking was selected to be representativeapproximately $2.0 billion, compared with our 2017 revenues of the business services, technology and financial services sectors in which we compete and participate directly or indirectly for business and in some cases, executive talent. Criteria that were considered in order to properly select component companies for the Custom Comparator Group include:$1.9 billion.

20162017 Executive Compensation Program

Base Salary

As described previously, we provide each of the named executive officers with aEach NEO receives an annual base salary to compensate them for services rendered in theirthe NEO’s position during the year. Each year, theThe Compensation Committee annually evaluates the performance of the CEO and determines his base salary in light of ourhis goals and objectives and the executive compensation program.individual performance. The Compensation Committee also at least annually reviews each other named executive officer’sNEO’s base salary annually based on a recommendation from the CEO, with input from our Executive Vice President, Human Resources, and in light of current market conditions, and adjusts the NEO’s base salary where appropriate. TheIn general, the CEO generally recommends a base salary increase for the other named executive officersNEOs when supported by additional responsibilities, strong individual performance or changes to the role, or when supported by externalin competitive market data. Except as otherwise described below, our NEOs did not receive a base salary increase in 2017.

As stated earlier, while management

In January 2017, as part of the annual compensation review process, Mr. Neenan received a $50,000 base salary increase in recognition of the complexity of his role, continued growth of the International segment and consistent high level of individual performance. Following the increase, Mr. Neenan’s annualized base salary is $500,000.

In August 2017, Mr. Cello received a $119,516 base salary increase in connection with his CFO appointment effective August 18, 2017. Following the increase, Mr. Cello’s annualized base salary is $450,000.

In August 2017, Mr. Danaher received a $50,000 base salary increase to reflect the additional responsibilities for our Consumer Operations group as a result of our Former CFO’s departure. Following the increase, Mr. Danaher’s annualized base salary is $450,000.

Annual Incentive Plan

The annual incentive plan is designed to motivate and reward our NEOs based on financial and individual performance. Financial targets are approved by the Compensation Committee reviewed base salaries forat the NEOs, no salary increases were made inbeginning of the twelve months ending December 31, 2016.

Annual Bonus Plan

Annual bonus compensation is designed to reward executive officers based on actual individual performance and our overall financial results. Our overall financial performance is measured by our achievement of financial targets established under the annual incentive plan by the Compensation Committee. Additionally,period with individual and other qualitative goals are set to successfully drive our operations and business results to achieve the overall corporate strategy. All of the named executive officers participate in theEach NEO’s annual incentive plan. Under the plan, the named executive officers are paid cash incentive awards to the extent we meet or exceed financial andnon-financial performance goals set by the Compensation Committee at the beginning of each year. Under the annual incentive plan, each officer’s bonus is determined by multiplying theirthe target bonusannual incentive percentage by their annualthe eligible base salary as of the beginning of the year and then by multiplying this result by theirthe percentage achievement with respect to their bonus targetsthe applicable financial and individual goals, so long as aprovided the threshold level of performance is achieved. Individual awards may then be adjusted by the Compensation Committee, based on a recommendation from the CEO. However, no adjustments were made to any NEO’s individual target award in 2016.

Target bonus levels

Each executive is assignedNEO has a target bonusannual incentive expressed as a percentage of their annualeligible base salary at the beginning of the year.salary. The target is determined by the Compensation Committee after consideration of several factors, including the individual executive’sNEO’s duties and responsibilities and competitive market data. Except for our CFO, none of our NEOs received an increase in their target annual incentive as a percentage of base salary during 2017. The following table illustrates the 2017 target bonus as a percentage of base payannual incentive for each named executive officer forNEO, excluding the 2016 performance period.Former CFO.

Objectives, weightingFinancial and individual objectives, targets, and potential payouts

Each executive’s individual goals and objectives vary based on their individual roles within our Company. The following table defines the various financial andnon-financial individual objectives that the Compensation Committee approvedapplicable for the 2016 performance period. For2017 annual incentive. The actual payout ranges between 0% and 200% of target for each objective depending on actual performance. The objectives of Defined Corporate Adjusted EBITDA and Defined Corporate Revenue are to incent our NEOs based on the named executive officer hasachievement of overall Company financial performance. Similarly, at the business unit level, Defined Adjusted EBITDA and Defined Revenue are designed to incent specific business unit financial performance. The Growth Strategy Initiative is a quantitative measure aligned to our overall growth strategy, while the Strategic Individual Objectives are quantitative and qualitative measures aligned to specific strategic objectives. Both of these objectives are set individually for each NEO in a manner that would significantly advance our growth and strategic objectives, if delivered. Additionally, these goals are designed to provide NEOs with the opportunity to achieve a maximum of two times the individual weighting associated with that objective. If threshold performance is not achieved, no payment is made on that objective.above target payouts only upon robust performance.

The objectives of Further Adjusted Corporate EBITDA and Further Adjusted Corporate Revenue were selected by the Compensation Committee to appropriately provide incentive rewards to executives based on achievement of corporate goals in the context of our overall corporate strategy. Similarly on a segment level, Further Adjusted EBITDA and Further Adjusted Revenue were deemed to be the appropriate financial measures.

Mr. Peck recommended the use ofnon-financial objectives related to key projects as goals for the 2016 performance period. The Compensation Committee approved these goals because they were aligned to our corporate strategy and achievement of these goals was intended to aid in creating stockholder value. The goals were set in a manner that would ensure that, if delivered, they would significantly advance our strategic objectives. Each executive had a set of Growth Strategy Initiatives and/or Major Project Deliverables specifically tied to his ability to affect our corporate strategy. Additionally, stretch goals were designed to provide the executive the opportunity to achieve payouts for performance that exceeded 100% of thesenon-financial goals. The stretch goals were set to be attainable only with superior performance.

The following table is a summary of how each of the above objectives was weighted for each named executive officerprovides threshold, target and their actual achievement against each objectivemaximum targets for the 2016financial objectives described above. It also provides actual 2017 results and the achievement as a percentage of target. For each financial objective, at threshold performance, period. Each individual executive’s objectivethe NEO receives a 20% payout, at target performance, a 100% payout and, at maximum performance, a 200% payout.

*Amounts reflect millions.

2017 Annual Incentive Payouts

The following table summarizes each NEO’s 2017 annual incentive plan objectives described above, including the applicable weighting, achievement as a percentage of target and payout. The NEO weightings are determined based on their specific roles,the NEO’s role, duties, and responsibilities. The various weightingsresponsibilities and are meantdesigned to reflectstrengthen the influence that the executive’s performance may actually have on the metric. The Compensation Committee believes this strengthens the direct link between pay and performance. Our Former CFO did not receive a 2017 annual incentive and, therefore, is excluded.

Based upon the weightings above, each named executive officer had the ability to achieve 100% of his target bonus if target performance was achieved. However, a named executive officer’s actual bonus payout increased

or decreased based on individual performance, and Company and specific segment financial performance. The maximum bonus payout was 200% of target bonus and no bonus was payable if threshold performance was not met.

The following tables represent what the payout, as a percentage of target, would be if our financial performance was achieved at threshold, target, or maximum levels for two objectives: Further Adjusted Corporate EBITDA and Further Adjusted Corporate Revenue. No payout would result if performance was below threshold levels. The tables include the dollar amount that was required for achievement at each level in 2016.

Further Adjusted Corporate EBITDA (in millions)