Youngme Moon
MastercardAbout Youngme Moon
Youngme Moon is an independent director of Mastercard Incorporated and the Donald K. David Professor of Business Administration at Harvard Business School. She is age 61, has served on the Mastercard Board since June 2019, and currently chairs the Board’s Risk Committee while also serving on the Human Resources & Compensation Committee, bringing deep strategy, innovation, consumer, and sustainability expertise from academia and consumer-facing board roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Business School | Donald K. David Professor; prior Senior Associate Dean for Strategy & Innovation; Chair of the MBA Program | Since 1998 (professorship since 2014) | Strategy/innovation leadership in business education |
| Avid Technology, Inc. | Director (past) | Not disclosed | Board service at a digital media/software company |
| Unilever plc | Director (past) | Not disclosed | Governance at a global CPG leader; consumer/sustainability exposure |
| Zulily, Inc. | Director (past) | Not disclosed | E-commerce and consumer insights |
External Roles
| Company | Role | Committees |
|---|---|---|
| Sweetgreen, Inc. | Director (will not stand for re‑election at 2025 AGM) | Compensation; Nominating, Environmental, Social and Governance |
| Warby Parker Inc. | Director | Compensation |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all non-management directors, including Moon, are independent under NYSE standards . |
| Committee assignments | Risk Committee (Chair); Human Resources & Compensation Committee (Member) . |
| Committee meeting cadence (2024) | Risk: 5 meetings; HRCC: 5 meetings . |
| Board meetings (2024) | 6 meetings; each director attended ≥75% of applicable meetings; all directors attended 2024 annual meeting . |
| Board leadership | Independent Board Chair; regular executive sessions of independent directors . |
| Industry Director status | Not designated an “Industry Director” (Industry Directors are identified as Bracher, Davis, Matsumoto) . |
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard for non‑employee directors . |
| Committee retainers | $40,000 (Risk Chair); $15,000 (HRCC member) | Chair/member rates per policy . |
| Total cash fees (Moon) | $155,000 | Sum of retainers per 2024 director fee table . |
Performance Compensation
Non-employee directors do not receive performance-based incentives. Equity grants are in the form of fully vested restricted stock or deferred stock units (DSUs) with a four‑year transfer restriction; directors choose the form annually .
| Equity Grant Detail (2024) | Data |
|---|---|
| Grant date | June 18, 2024 (2024 annual meeting) . |
| Instrument | 545 DSUs (Moon’s election) . |
| Grant date fair value | $245,310 . |
| Reference share price used for 2024 director awards | $450.11 (NYSE close on grant date) . |
| Vest/transfer | Immediate vest; four-year transfer restriction . |
Other Directorships & Interlocks
- Current public boards: Sweetgreen, Inc. (Compensation; Nominating/ESG); Warby Parker Inc. (Compensation). Moon notified Sweetgreen she will not stand for re‑election at its 2025 annual meeting, which reduces potential over‑boarding risk and time‑commitment concerns .
- Past public boards include Avid Technology, Unilever plc, and Zulily, Inc., adding consumer and sustainability insight. No related-party transactions involving Moon are disclosed by Mastercard .
Expertise & Qualifications
- Strategy and innovation expert from Harvard Business School; strong global perspective and consumer/sustainability experience via research and consumer board service .
- As Risk Committee Chair, directly oversees enterprise risk frameworks, information security/cyber, operational/technology risk, privacy/data protection, regulatory, franchise/competition risks, and risk appetite alignment with strategic/capital plans .
Equity Ownership
| Measure (as of April 7, 2025) | Shares/Status |
|---|---|
| Direct/indirect shares owned | 1,535 . |
| Obtainable within 60 days (options/RSUs/DSUs/restricted) | 2,550 . |
| Total beneficial ownership | 4,085; less than 1% of outstanding shares . |
| Director stock ownership guideline | 5x annual cash retainer; all current non‑employee directors exceed guideline . |
| Hedging/pledging | Prohibited (no pledging or speculative transactions permitted) . |
Governance Assessment
- Strengths and signals of effectiveness:
- Independent director; chairs the Risk Committee (a critical board function at a global payments network) and serves on HRCC, aligning expertise to key risk and people/compensation oversight areas .
- Solid engagement: Board held 6 meetings; each director met ≥75% attendance; Risk and HRCC each met 5 times in 2024, indicating active committee oversight .
- Alignment: Receives a meaningful equity grant (DSUs with transfer restrictions) and is subject to robust director ownership guidelines, which all directors exceed; hedging/pledging is prohibited, supporting long‑term alignment .
- Shareholder sentiment: While not director-specific, Mastercard’s say‑on‑pay support was 95% in 2024, a positive governance signal for pay practices overseen by HRCC (of which Moon is a member) .
- Conflicts/related‑party exposure:
- No related‑party transactions disclosed involving Moon; Board affirms independence for all non‑management directors .
- Service on merchant boards (Sweetgreen, Warby Parker) may touch counterparties in the Mastercard ecosystem; however, no specific interlocks or transaction conflicts with Mastercard are disclosed. NCG annually reviews director time commitments and appropriateness of outside roles .
- RED FLAGS: None disclosed for Moon regarding attendance shortfalls, related‑party transactions, pledging/hedging, or compensation anomalies .
Director Compensation (Context)
| Component | Standard 2024 Rates |
|---|---|
| Non‑employee director equity grant | $245,000 value; immediate vesting with four‑year transfer restriction (restricted stock or DSUs) . |
| Committee chair/member cash retainers | Audit: $40,000/$20,000; HRCC: $30,000/$15,000; NCG: $25,000/$12,500; Risk: $40,000/$20,000 . |
| Board Chair differential | $187,500 cash; $332,500 equity (Board Chair only) . |
| 2024 changes vs 2023 | No changes to director compensation elements . |
Notes on compensation governance: Director pay is reviewed against peers by FW Cook; equity award timing/pricing follows a set policy (no backdating), and director ownership guidelines require 5x cash retainer within six years .
Committee Work Focus (Risk Committee under Moon)
- Oversees enterprise risk management, risk appetite, major strategic risks, cybersecurity/information security, operational/technology risk, privacy/data protection, franchise/competition (including digital disintermediation), and regulated activity risks; coordinates closely with Audit Committee on risk assessment and management .
Summary View for Investors
- Moon’s chairmanship of the Risk Committee and HRCC membership position her at the center of Mastercard’s most material governance areas (risk and human capital/compensation), with no disclosed conflicts and strong alignment via equity and ownership guidelines. Attendance and committee cadence support active oversight, and governance structures (independent chair, executive sessions, hedging/pledging prohibitions) further mitigate risk and bolster investor confidence .