Susan Muigai
CourseraAbout Susan W. Muigai
Independent Class III director of Coursera (COUR), age 55, serving since August 2023 with current term expiring at the 2027 annual meeting; member of the Human Resources and Compensation (HRC) Committee . She will join Mastercard as Chief People Officer in April 2025; previously EVP & CHRO at TransUnion (Oct 2021–Mar 2025) and SVP, People for Walmart International (Mar 2020–Sep 2021) . Education: LL.B (University of Windsor), LL.M (University of London), LL.M (York University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TransUnion (NYSE: TRU) | EVP & Chief Human Resources Officer | Oct 2021–Mar 2025 | Led enterprise HR strategy and transformation; contributed to corporate strategy |
| Walmart International | SVP, People | Mar 2020–Sep 2021 | Supported 550,000 employees across 23 countries; drove talent, succession, leadership, total rewards |
| Walmart (prior roles) | Various HR leadership roles | 16-year career | Global HR experience across multiple geographies and business units |
External Roles
| Organization | Role | Tenure/Start | Notes |
|---|---|---|---|
| Mastercard (NYSE: MA) | Chief People Officer | Starts Apr 2025 | Oversees global HR strategy/function |
| Breakfast Club of Canada | Board Member | Since Apr 2017 | Non-profit board service |
Board Governance
- Committee assignments: HRC Committee member (composed solely of independent directors) .
- Independence: Board determined she is independent under NYSE rules .
- Tenure/class: Class III director; term expires at 2027 annual meeting .
- Board/committee activity: Board met 7 times in 2024; overall attendance 98%; each director attended ≥75% of Board/committee meetings; HRC met 4 times in 2024 .
- Executive sessions: Non-management directors meet in executive session at each regular Board meeting; lead independent director presides .
- Skills: Matrix highlights Workforce Skilling, Operational Leadership, Technology/AI, Global Growth & Scale; public company governance .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual cash fees (USD) | $12,935 | $45,000 |
| Equity grant fair value (USD) | $431,794 | $149,165 |
| Total (USD) | $444,729 | $194,165 |
| Policy baseline (structure) | $35,000 cash retainer; annual RSU grant targeted at $185,000; additional retainers for Board Chair and committee service (2023 policy) | $37,500 cash retainer; annual RSU grant targeted at $185,000; additional retainers for Chair/committee service (2024) |
Performance Compensation
| Equity Award | Grant specifics | Vesting/Performance |
|---|---|---|
| Annual RSU (May 22, 2024) | 18,669 RSUs (part of annual director grant) | Vests on earlier of May 22, 2025 (2025 annual meeting) or change in control; time-based only |
| Initial RSU (Aug 31, 2023) | 14,483 RSUs (initial appointment grant) | 33% after one year; remainder in equal quarterly installments through Aug 15, 2026; time-based only |
| Performance metrics tied to director pay | None disclosed (director equity is time-based RSUs; no PSU/targets for directors) |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No public company directorships listed; no disclosed interlocks |
- Compensation committee interlocks: HRC/LDEIC members (including Muigai) had no interlocks; none served as executive officers of entities with reciprocal committee/board ties to Coursera .
Expertise & Qualifications
- Global HR leadership and workforce skilling expertise; operational leadership in large-scale, multi-country environments .
- Technology/AI awareness via Board skills matrix; supports Coursera’s platform and HR/human capital oversight .
- Public company governance familiarity from senior executive roles; independent director on Coursera’s HRC .
Equity Ownership
| Ownership metric | As-of date | Amount |
|---|---|---|
| Beneficial ownership (shares) | Feb 28, 2025 | 12,416 shares; <1% of outstanding |
| Shares outstanding | Feb 28, 2025 | 161,175,615 |
| RSUs outstanding (unvested) | Dec 31, 2024 | 33,152 RSUs (18,669 annual + 14,483 initial) |
| Options | Dec 31, 2024 | Not disclosed for Muigai (no options listed) |
| Pledging/hedging policy | Current | Hedging, derivatives trading, short sales, and pledging prohibited under insider trading policy |
| Director ownership guidelines | Adopted Mar 2024 | Directors must hold 3x cash retainer within 5 years; unvested RSUs/options do not count; retain ≥50% of net shares until compliant |
Fixed vs At-Risk Mix (Context for Directors)
- Director pay includes cash retainers plus time-based RSUs with a targeted economic value; no performance-conditioned director equity .
- Reimbursement for reasonable travel expenses to meetings; employee directors receive no director pay .
Say-on-Pay & Shareholder Feedback (context for HRC oversight)
| Year (meeting) | Outcome |
|---|---|
| 2023 say-on-pay (comp for 2022) | 52% support; prompted outreach and introduction of PSUs/ownership guidelines in 2024 |
| 2024 say-on-pay (comp for 2023) | 94% support; affirmed program changes |
| 2025 say-on-pay (comp for 2024) | Votes: For 64,685,561; Against 42,283,810; Abstain 232,790; Broker non-votes 29,222,472 |
Governance Assessment
- Independence and attendance: Independent under NYSE; Board-level attendance strong (98%) with ≥75% for each director; HRC met 4 times in 2024—indicating active engagement on compensation and human capital .
- Committee effectiveness: HRC responsibilities include executive compensation goals/oversight, equity plans, human capital management, director pay recommendations, recoupment policy administration, and compliance with SEC/NYSE disclosure; uses independent consultant Compensia (assessed independent) .
- Alignment and ownership: Director stock ownership guidelines (3x cash retainer within 5 years) strengthen long-term alignment; hedging/pledging prohibited .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Muigai; Coursera’s related party policy requires Audit Committee review/approval; Board also has policies to reevaluate Board membership upon changes affecting principal occupation/independence (relevant to her transition to Mastercard) .
- Director compensation: Mix is standard for tech peers (cash + RSUs), without performance conditions for directors; 2024 cash $45,000 and equity fair value $149,165 suggest reasonable structure; initial appointment RSUs vest through Aug 2026 .
- RED FLAGS: None disclosed specific to Muigai—no pledging/hedging, no related-party transactions, no tax gross-ups; note that broader say-on-pay support declined in 2025 versus 2024, which may increase HRC engagement with investors on executive pay design .
Overall, Susan Muigai brings global human capital expertise and appears to maintain independence and alignment with Coursera’s governance standards; monitor her external executive role transitions for any potential conflicts and confirm adherence to director ownership guidelines as the 5-year window progresses .