Susan Muigai
MastercardAbout Susan Muigai
Mastercard’s Chief People Officer since April 7, 2025; age 55. Previously EVP & Chief Human Resources Officer at TransUnion (Oct 2021–Mar 2025) and senior HR leader at Walmart across the U.S., Canada and India (2005–2021). Education: Master of Law (International Business), University of London; Bachelor of Law, University of Windsor. Company context: 2024 GAAP net revenue $28.2B (+12% YoY), net income $12.9B (+15%), diluted EPS $13.89 (+17%), with strong cash generation ($14.8B CFO) and multi-year TSR outperformance; Say‑on‑pay support was 95% in 2024 . Appointment details and education .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TransUnion | EVP & Chief Human Resources Officer | Oct 2021–Mar 2025 | Led HR strategy and nurtured a high‑performance culture . |
| Walmart International | SVP, People | Mar 2020–Sep 2021 | Senior HR leadership across global markets . |
| Walmart Canada | EVP, People & Corporate Affairs | Aug 2016–Feb 2020 | Executive HR leadership and corporate affairs . |
| Walmart (U.S., Canada, India) | Various senior HR roles | Jun 2005–Aug 2016 | Built talent strategies across geographies . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Coursera, Inc. (NYSE: COUR) | Director | 2023–present | Current board seat . |
| Breakfast Club of Canada | Director | 2017–present | Non‑profit board service . |
| Massmart Holdings Ltd (prior) | Director | — | Former board; dates not disclosed . |
| Walmart Foundation (prior) | Board role | — | Former board; dates not disclosed . |
Fixed Compensation
- Not disclosed for Susan in 2025 proxy or SEC filings. Mastercard targets competitive pay with market median positioning; base salaries reviewed annually by HRCC .
Performance Compensation
Mastercard’s incentive design and 2024 outcomes (applies to executives; Susan’s individual payouts are not disclosed):
| Metric | Weight | 2024 Threshold | 2024 Target | 2024 Maximum | 2024 Actual | Score |
|---|---|---|---|---|---|---|
| Adjusted Net Income ($mm) | 67% | $12,324 | $13,489 | $14,653 | $13,865 | 132% |
| Adjusted Net Revenue ($mm) | 33% | $26,819 | $28,330 | $29,840 | $28,544 | 114% |
| Corporate Score (funding) | — | — | — | — | — | 126% (119.7% after reserve) |
- ESG modifier removed for 2025 annual bonus; historical 2024 ESG metrics net‑neutral adjustment .
- PSUs (2024–2026 design): 50% adjusted EPS growth, 50% adjusted net revenue growth, modified by relative TSR vs S&P 500; payout range 0–200%; one‑year post‑vest holding period .
- 2022 PSU cycle payout (settled 2025): Financial component ~100.2% and TSR modifier 145%, final payout 145.3% of target .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Initial beneficial ownership | Form 3 filed April 9, 2025 indicates “No securities are beneficially owned” at appointment . |
| Ownership requirements | Executive Leadership Team members must hold 4x base salary; Management Committee members 2x; retain at least 50% of net shares from vestings until compliant . |
| What counts/doesn’t count | Counts: personally/beneficially owned shares, earned PSUs during post‑vest hold; Doesn’t count: options, unvested RSUs/PSUs . |
| Hedging/pledging | Prohibited; no hedging or pledging of Mastercard stock allowed . |
| Grant timing | Annual equity grants approved with March 1 effective date and NYSE closing price; off‑cycle grants may be issued at closing price on effective grant date . |
Employment Terms
| Term | Detail |
|---|---|
| Role & start | Chief People Officer; effective April 7, 2025; reports to CEO and part of Executive Leadership Team . |
| Responsibilities | Leads HR strategy across culture, L&D, talent acquisition/engagement, compensation/benefits . |
| Severance (non‑CIC) | For key executives/NEOs: base continuation 18 months (extendable to 24 months), plus 1.5x prior‑year bonus (up to 2x over 24 months), prorated current‑year bonus (subject to HRCC), COBRA/Retiree plan coverage, outplacement; restrictive covenants apply . |
| Change‑in‑control (double trigger) | If terminated without cause or resign for good reason within 6 months before/2 years after a CIC: 24 months base continuation, continuation equal to average bonus of prior 2 years, pro‑rated bonus, COBRA/Retiree plan coverage, outplacement; immediate vesting of unvested equity at target for PSUs where goals cannot be measured . |
| Restrictive covenants | Non‑compete and non‑solicit standard: 12‑month non‑compete for LTI; severance plan non‑compete longer of 18 months or severance period; 2‑year non‑compete/non‑solicit for CIC payments; clawbacks and forfeiture policies enforced . |
Investment Implications
- Alignment and overhang: Initial Form 3 shows zero holdings at appointment; the company’s stringent ownership requirements (4x base for ELT, 50% net share retention) and anti‑hedging/pledging policies should steadily build alignment and limit near‑term selling pressure as awards vest .
- Incentive design quality: Executive pay is heavily equity‑weighted, with annual bonuses tied to adjusted net income/revenue and multi‑year PSUs balanced by relative TSR; recent PSU payouts (145.3%) reflect strong fundamentals and shareholder alignment .
- Retention risk: Robust severance/CIC protections with double‑trigger mechanics and enforceable non‑competes reduce transition risk and discourage opportunistic exits, supporting continuity in HR strategy execution .
- Execution context: Mastercard’s 2024 performance and consistent say‑on‑pay support (95%) suggest a stable pay‑for‑performance culture; removing the ESG bonus modifier in 2025 streamlines focus on financial and strategic outcomes while continuing strategic oversight of people priorities .