Susan Muigai
Executive Vice President, Chief Human Resources Officer at TRU
Executive
About Susan Muigai
Susan W. Muigai is Executive Vice President and Chief Human Resources Officer (CHRO) at TransUnion, serving since 2021. She is 55 years old as of February 13, 2025 and leads the company’s global human resources strategy, focusing on inclusive, high‑performance culture to support TransUnion’s vision and execution . Muigai brings extensive expertise in talent strategy, global HR, human capital management, organizational leadership, diversity and inclusion, legal and compliance, business transformation, and communications; she holds a Bachelor of Law (University of Windsor, Canada) and a Master of Law in International Business (University of London) . She serves on the boards of Coursera, Inc. (NYSE: COUR) and Breakfast Club of Canada . Companywide executive incentive design and metrics emphasize Defined Consolidated Adjusted EBITDA, Defined Adjusted Diluted EPS, Defined Consolidated Revenue, and Relative TSR, creating strong pay‑for‑performance linkage; 2024 achievements versus targets were 169.8% for Adjusted EBITDA, 200% for Revenue, and 137% for Adjusted Diluted EPS with role‑specific weightings set by the Compensation Committee .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Walmart Canada | Senior Director, Risk Management | Jun 2005 – Sep 2009 | Led risk management; foundation for later audit and compliance leadership |
| Walmart Canada | Vice President, Audit | Sep 2009 – Oct 2012 | Oversaw audit; strengthened governance and controls |
| Walmart India | SVP Legal, General Counsel & Chief Ethics Officer | Nov 2012 – Mar 2014 | Led legal and ethics; advanced compliance in a complex market |
| Walmart International Real Estate | Vice President, International Real Estate | Mar 2014 – Feb 2015 | Managed international real estate portfolio and strategy |
| Walmart Canada | Vice President, People | Feb 2015 – Dec 2015 | Led HR; focused on talent and organizational effectiveness |
| Walmart Canada | Senior Vice President, People | Jan 2016 – Jul 2016 | Expanded HR leadership scope across Canada |
| Walmart Canada | Executive Vice President, People/Corporate Affairs | Aug 2016 – Aug 2020 | Integrated HR and corporate affairs; transformation and stakeholder engagement |
| Walmart | Senior Vice President, People | Mar 2020 – Sep 2021 | Global HR leadership; advanced talent strategy across geographies |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Coursera, Inc. (NYSE: COUR) | Director | — | Current public company board service |
| Breakfast Club of Canada | Director | — | Non‑profit board service |
Fixed Compensation
- Program structure for executives: base salary; benefits (health, welfare, retirement); limited perquisites (financial/tax planning reimbursement, annual physicals, occasional tickets) .
- Compensation philosophy emphasizes attraction/retention, alignment with shareholder value, differentiated rewards based on performance, and discouraging excessive risk‑taking; independent consultant advises the Compensation Committee .
Performance Compensation
- Annual incentive design: predominately financial objectives with individual strategic goals; payouts range 0–200% of target; weightings vary by role to align with responsibilities (CEO example: EBITDA 35%, Revenue 35%, Adjusted Diluted EPS 20%, Strategic IOs 10%) .
- 2024 company performance achievements used in annual incentives: Adjusted EBITDA 169.8% of target; Revenue 200% of target; Adjusted Diluted EPS 137% of target (role‑specific weightings applied by the Compensation Committee) .
| Metric | Weighting (Illustrative) | Target Disclosure | 2024 Achievement | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| Defined Consolidated Adjusted EBITDA | Role‑dependent (e.g., 35% for CEO) | Not publicly disclosed prospectively | 169.8% | 0–200% straight‑line; capped | Annual (cash) |
| Defined Consolidated Revenue | Role‑dependent (e.g., 35% for CEO) | Not publicly disclosed prospectively | 200.0% | 0–200% straight‑line; capped | Annual (cash) |
| Defined Adjusted Diluted EPS | Role‑dependent (e.g., 20% for CEO) | Not publicly disclosed prospectively | 137.0% | 0–200% straight‑line; capped | Annual (cash) |
| Strategic Individual Objectives | Role‑dependent (e.g., 10% for CEO) | Set annually | 100% (CEO example) | Committee discretion within plan | Annual (cash) |
- Long‑Term Incentive (LTI) design: 50% time‑vested RSUs; 50% PSUs with three‑year performance period. 2024 PSU performance components and weightings: Relative TSR 50%, Cumulative Adjusted Diluted EPS 30%, Cumulative Revenue 20%. Negative absolute TSR caps the Relative TSR payout at 100% .
- RSU vesting cadence for 2024 annual grants: 42‑month ratable schedule—33% on Aug 28, 2025; 33% on Aug 28, 2026; 34% on Aug 28, 2027, subject to continued service .
- PSU performance period for 2024 annual grants: Jan 1, 2024 – Dec 31, 2026; vests following certification based on actual performance .
| LTI Component | Weighting | Performance Period | Key Terms |
|---|---|---|---|
| RSUs (time‑vested) | 50% | 42 months | 33% vests 8/28/2025; 33% vests 8/28/2026; 34% vests 8/28/2027 |
| PSUs – Relative TSR | 50% | 3 years | 0–200% payout vs Russell 3000 Commercial & Professional Services peers; negative TSR cap at 100% |
| PSUs – Cumulative Adjusted Diluted EPS | 30% | 3 years | Targets aligned to long‑term plan; not disclosed prospectively |
| PSUs – Cumulative Revenue | 20% | 3 years | Targets aligned to long‑term plan; not disclosed prospectively |
Note: 2025 annual LTI retains 50% RSUs/50% PSUs with the same 3 metrics/weightings and updated vesting dates for RSUs (Aug 28, 2026/2027/2028) .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 6x base salary; all other executives (CEO direct reports, which includes CHRO) 3x base salary; executives must retain 75% of after‑tax shares from LTI until compliant; reduced requirement (50%) applies for executives aged 60+ .
- Company disclosed all NEOs met ownership requirements as of Dec 31, 2024 (CHRO is not listed as a NEO; her specific compliance status is not disclosed) .
- Hedging/pledging: Insider Trading Policy prohibits pledging TU stock and engaging in hedging transactions .
| Policy | Requirement | Notes |
|---|---|---|
| Executive Stock Ownership | 3x base salary for CEO direct reports | Retain 75% after‑tax shares until compliant; 50% requirement for age ≥60 |
| Anti‑Hedging/Pledging | Prohibited | Applies to officers, directors, employees |
- Insider selling pressure signals: Company disclosed 10b5‑1 sales plans for other executives (Skinner, Chaouki, Chambers) in Q3 2025; no 10b5‑1 disclosure for Muigai in that period .
Employment Terms
- Severance/change‑of‑control framework (company program): NEO Severance Agreements provide severance upon involuntary termination without cause or resignation for good reason, with non‑compete (12 months), customer and employee non‑solicit (12 months) and confidentiality provisions; equity treatment varies by scenario with double‑trigger vesting upon qualifying termination within two years of change‑of‑control .
- The CHRO’s specific agreement terms and severance multiples are not disclosed; program‑level policies summarized above indicate alignment mechanisms and retention protections for senior executives .
Investment Implications
- Pay‑for‑performance alignment: Executive incentives are tightly linked to revenue, Adjusted Diluted EPS, and Relative TSR, with robust achievement in 2024 metrics and capped payouts, reducing excessive risk‑taking; RSU/PSU mix and multi‑year vesting bolster retention and long‑term focus .
- Ownership and trading policies: 3x salary stock ownership guideline for executives and prohibitions on hedging/pledging mitigate misalignment and reduce pledging/derisking red flags; lack of disclosed 10b5‑1 plan for Muigai in Q3 2025 reduces near‑term planned selling pressure signals, though Form 4 activity should be monitored continuously .
- Contract/retention risk: While program‑level severance protections and restrictive covenants are clear for NEOs, absence of CHRO‑specific severance disclosure introduces uncertainty on her change‑of‑control economics; however, company practice suggests comparable structures for senior executives to maintain continuity .
- Governance quality: Independent compensation oversight, clawback policy, ownership requirements, and anti‑hedging/pledging indicate strong governance and compensation risk controls supporting execution reliability .