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NOTICE OF 2024 ANNUAL MEETING AND PROXY STATEMENT

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INDEX

Notice of 2024 Annual Meeting of Stockholders and Proxy Statement
Table of Contents
Annual Letters from Mastercard Leadership 2024
Board of Directors
Notice of 2024 annual meeting of stockholders
Proxy summary
Our mission and purpose and the Mastercard Way Our Board nominees Our director
nominees’ experience, tenure, independence and diversity Director skills Our
engagement and transparency Environmental, social and governance Our performance
Compensation
Strategy
Strategy
Corporate governance
Proposal 1: Election of directors Board and committees Our corporate governance
practices Environmental, social and governance practices Our engagement and
transparency Other corporate governance matters Director independence and
related person transactions Director compensation
Management Committee
Management Committee members
Executive compensation
Proposal 2: Advisory approval of Mastercard's executive compensation
Compensation discussion and analysis Compensation Committee report Summary
compensation table All other compensation in 2023 Grants of plan-based awards in
2023 Outstanding equity awards at 2023 fiscal year end Option exercises and
stock vested in 2023 Nonqualified deferred compensation in 2023 Potential
Payments Upon Termination or Change in control Equity compensation plan
information CEO pay ratio disclosure Pay versus Performance disclosure
Audit
Proposal 3: Ratification of the appointment of independent registered public
accounting firm for 2024 Auditor’s services and fees Audit Committee report
Stockholder proposals
Proposal 4: Consideration of a stockholder proposal requesting transparency in
lobbying Proposal 5: Consideration of a stockholder proposal requesting a
director election resignation bylaw Proposal 6: Consideration of a stockholder
proposal requesting a congruency report on privacy and human rights Proposal 7:
Consideration of a stockholder proposal requesting a human rights congruency
report Proposal 8: Consideration of a stockholder proposal requesting a report
on gender-based compensation and benefit gaps
Stock ownership information
Security ownership of certain beneficial owners Delinquent Section 16(a) reports
Security ownership of directors and management
About the Annual Meeting and voting
Submission of 2025 proposals and nominations
Proposals for inclusion in the proxy statement for the 2025 annual meeting
Director nominations for inclusion in the proxy statement for the 2025 annual
meeting (proxy access) Other proposals or director nominations to be presented
at the 2025 annual meeting
Appendix
Appendix A: Non-GAAP financial information

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Menu
 * 2024 Proxy Statement
   Front Cover Table of Contents
 * Leadership letters to stockholders
   Annual Letters from Mastercard Leadership 2024 Board of directors Notice of
   2024 Annual Meeting of Stockholders and Proxy Statement
 * Proxy summary
 * Strategy
 * Corporate governance
   Proposal 1: Election of directors Board and committees Our corporate
   governance practices Environmental, social and governance practices Our
   engagement and transparency Other corporate governance matters Director
   independence and related person transactions Director compensation
 * Management committee
 * Executive compensation
   Proposal 2: Advisory approval of Mastercard's executive compensation
   Compensation discussion and analysis Compensation Committee report Summary
   compensation table All other compensation in 2023 Grants of plan-based awards
   in 2023 Outstanding equity awards at 2023 fiscal year end Option exercise and
   stock vested in 2023 Nonqualified deferred compensation in 2023 Potential
   payments upon termination or change in control Equity compensation plan
   information CEO pay ratio disclosure Pay versus performance disclosure
 * Audit
   Proposal 3: Ratification of the appointment of independent registered public
   accounting firm for 2024 Auditor’s services and fees Audit Committee report
 * Stockholder proposals
   Proposal 4: Consideration of a stockholder proposal requesting transparency
   in lobbying Proposal 5: Consideration of a stockholder proposal requesting a
   director election resignation bylaw Proposal 6: Consideration of a
   stockholder proposal requesting a congruency report on privacy and human
   rights Proposal 7: Consideration of a stockholder proposal requesting a human
   rights congruency report Proposal 8: Consideration of a stockholder proposal
   requesting a report on gender-based compensation and benefit gaps
 * Additional Information
   Stock ownership information About the Annual Meeting and voting Submission of
   2025 proposals and nominations Appendix A: Non-GAAP financial information


NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT

Vote Now Download Proxy Statement Download Annual Report


MEET OUR BOARD NOMINEES


MICHAEL MIEBACH

President and CEO (since January 2021)



Mr. Miebach brings to the Board extensive global payments experience. As CEO of
Mastercard and a previous region president, he provides valuable perspective on
engaging and partnering with regulators, as well as experience with talent
management, culture development and sustainability. Mr. Miebach’s prior
experience as our Chief Product Officer provides strong consumer insights, as
well as a deep focus on information security and innovation, including with
digital and payments technology.

DIRECTOR SINCE

January 2021



AGE AT ANNUAL MEETING

56



ADDITIONAL MASTERCARD POSITIONS

 * President (February 2020-December 2020)
 * Chief Product Officer (January 2016-February 2020)
 * President, Middle East and Africa (2010-2015)


CURRENT PUBLIC COMPANY BOARD

 * International Business Machines Corporation (directors and corporate
   governance committee)


ADDITIONAL POSITIONS

 * Director, Accion.org
 * Advisory Director, Metropolitan Opera
 * Director, World Resources Institute
 * Member, U.S. Treasury’s Advisory Committee on Racial Equity



PREVIOUS EXPERIENCE

 * Managing Director, Middle East and North Africa, Barclays Bank PLC
   (2008-2010)
 * Managing Director, Sub-Saharan Africa, Barclays Bank PLC (2007-2008)
 * Several executive positions at Citigroup in Germany, Austria, U.K. and Turkey
   (1994-2007)







MERIT E. JANOW

Dean Emerita (since March 2022), School of International and Public Affairs, and
Professor of Practice (since 1993), International Economic Law and International
Affairs, Columbia University, a private university



Professor Janow brings to the Board extensive global perspective as a dean and
professor of international economic law and international affairs, especially
with respect to the Asia Pacific region. Her university career, public board
service and other initiatives provide significant insight on technology,
innovation, digital matters, cybersecurity and sustainability (including
oversight of academic-related initiatives in the ESG space). She brings deep
experience in dealing with governments and regulatory bodies through her past
government service and her academic and legal career, as well as through her
service on not-for- profits and advisory bodies.

BOARD CHAIR SINCE

January 2022



FORMER LEAD DIRECTOR

January 2021-December 2021



DIRECTOR SINCE

June 2014



AGE AT ANNUAL MEETING

66



BOARD COMMITTEES

 * Nominating and Corporate Governance (chairperson)
 * Audit
 * Risk


CURRENT PUBLIC COMPANY BOARDS

 * Aptiv PLC (compensation and human resources committee, nominating and
   governance committee)


ADDITIONAL POSITIONS

 * Board member and proxy committee member of American Funds (a mutual fund
   family of the Capital Group) (more than 20 funds)
 * Member, Board of Directors (board chair), Japan Society
 * Member, Mitsubishi UFJ Financial Group, Inc. global advisory board
 * Member, Board of Directors, Peterson Institute for International Economics



PREVIOUS EXPERIENCE

 * Several leadership positions at Columbia University (since 1994), including
   Dean, SIPA; and chairman, Advisory Committee on Socially Responsible
   Investing
 * Member, Appellate Body of the World Trade Organization
 * Executive director, the International Competition Policy Advisory Committee
   of the U.S. Department of Justice
 * Deputy Assistant U.S. Trade Representative, Japan and China
 * Chair, Nasdaq Stock Market, Inc.


PAST PUBLIC COMPANY BOARDS

 * Trimble Inc.
 * Nasdaq Omx Group







CANDIDO BRACHER

Member of the Board and Former CEO, Itaú Unibanco Group, a Brazilian bank



Mr. Bracher brings to the Board extensive payments experience and consumer
insight as a former CEO and director of a publicly traded financial institution.
His experience in highly regulated industries provides valuable perspective on
engaging and partnering with regulators. Mr. Bracher’s extensive experience in
financial services contributes strong financial understanding. As a former CEO,
he brings extensive experience with respect to culture development and talent
management, as well as focus on social responsibility and environmental
initiatives.

DIRECTOR SINCE

September 2021



AGE AT ANNUAL MEETING

65



BOARD COMMITTEES

 * Audit
 * Risk


CURRENT PUBLIC COMPANY BOARDS

 * Itaú Unibanco Group


ADDITIONAL POSITIONS

 * Director, BM & FBOVESPA (now known as B3 — Brasil Bolsa Balcão S.A. (Brazil
   Stock Exchange and Over-the-Counter Market) (2009-2014)
 * Director, Pão de Açúcar — Companhia Brasileira de Distribuição (2005-2013)
   (alternate member of the Board of Directors (1999 to 2005))



PREVIOUS EXPERIENCE

 * Several executive positions at Itaú Unibanco Group since 2004, including CEO
   (January 2017- February 2021); and General Director, Banco Wholesale
   (2015-2017)







CHOON PHONG GOH

CEO, Singapore Airlines Limited, a multinational airline (since January 2011)



Mr. Goh brings to the Board strong consumer insight and global perspective as
the CEO and longtime senior executive of a publicly traded multinational
airline. His prior positions in finance and information technology contribute
valuable information security experience and financial understanding. As CEO of
an airline, Mr. Goh brings extensive experience in talent management, culture
development and sustainability, including with respect to climate change.

DIRECTOR SINCE

April 2018



AGE AT ANNUAL MEETING

60



BOARD COMMITTEES

 * Nominating and Corporate Governance
 * Risk


CURRENT PUBLIC COMPANY BOARDS

 * Singapore Airlines Limited


ADDITIONAL POSITIONS

 * Chairman, Budget Aviation Holdings Pte Ltd (100% owned by Singapore Airlines
   Limited)
 * Director, SIA Engineering Company Limited (majority owned by Singapore
   Airlines Limited)



PREVIOUS EXPERIENCE

 * Several executive positions at Singapore Airlines Limited (since 1990),
   including Executive Vice President, Marketing and the Regions; and President,
   Cargo
 * Member, Board of Governors of the International Air Transportation
   Association







JULIUS GENACHOWSKI

Former Chairman, U.S. Federal Communications Commission



Mr. Genachowski brings to the Board extensive regulatory and government
experience, digital, technology and media expertise, information security
insight, a global perspective, and engagement with both consumer and enterprise
companies through a career as a senior government official, senior business
executive, investor and director at or with technology, media and communications
companies. Mr. Genachowski also adds valuable financial knowledge through
experience in private equity, at a large public operating company and on public
audit committees.

DIRECTOR SINCE

June 2014



AGE AT ANNUAL MEETING

61



BOARD COMMITTEES

 * Audit (chairperson)
 * Human Resources and Compensation
 * Risk


CURRENT PUBLIC COMPANY BOARDS

 * Mattel, Inc. (audit committee, governance and social responsibility
   committee)
 * Sonos Inc. (board chair, audit committee, nominating and corporate governance
   committee)


ADDITIONAL POSITIONS

 * Senior Advisor to Carlyle, a global investment firm; former Partner &
   Managing Director at Carlyle (2014-2023)



PREVIOUS EXPERIENCE

 * Chairman, U.S. Federal Communications Commission (2009-2013)
 * Other U.S. government roles, including former member, President's
   Intelligence Advisory Board (U.S.), Congressional staff member member for
   then-Representative Charles Schumer and for the joint select committee
   investigating the Iran-Contra affair; and law clerk to U.S. Supreme Court
   Justice David Souter
 * Several executive positions at IAC/ InterActiveCorp (e-commerce and
   media/entertainment businesses), including Chief of Business Operations and
   General Counsel


PAST PUBLIC COMPANY BOARDS

 * AsiaSat
 * Sprint Corporation







OKI MATSUMOTO

Founder, Executive Chairman and former CEO, Monex Group, Inc., an online
securities brokerage firm (since February 2011)



Mr. Matsumoto brings to the Board global perspective and extensive financial
expertise as the founder, Executive Chairman and former CEO of a Japan-based,
publicly traded financial services holding company and former director of a
stock exchange. His leadership of a global online securities brokerage firm
provides valuable digital and innovation experience. He brings extensive talent
management, culture development and sustainability experience.

DIRECTOR SINCE

June 2016



AGE AT ANNUAL MEETING

60



BOARD COMMITTEES

 * Human Resources and Compensation


CURRENT PUBLIC COMPANY BOARDS

 * Monex Group, Inc. (nominating committee)


ADDITIONAL POSITIONS

 * Chairman, Coincheck, Inc.; TradeStation Group, Inc.; and Japan Catalyst, Inc,
   each a wholly owned subsidiary of Monex Group, Inc, each a wholly owned
   subsidiary of Monex Group, Inc.; and Founder, Monex, Inc.; and Chairman,
   wholly owned parent company of Monex Group, Inc.
 * Councilor, International House of Japan



PREVIOUS EXPERIENCE

 * Several executive positions at Monex, Inc., including Representative Director
   and CEO (1999-2023)
 * Several leadership positions at Goldman Sachs entities (1990-1998), including
   General Partner, Goldman Sachs Group, L.P.
 * Board member and Vice Chair, Human Rights Watch
 * Member, Economic Counsel to the Prime Minister of Japan
 * Director, Tokyo Stock Exchange (2008-2013)


PAST PUBLIC COMPANY BOARDS

 * JINS Inc.
 * UZABASE, Inc.







HARIT TALWAR

Former Partner Goldman Sachs, former head of Goldman Sachs’ global consumer
business (Marcus and Applecard)



Mr. Talwar brings to the Board extensive senior-level global payments experience
and consumer insight through his leadership roles in payments and consumer
banking across Europe, India, the Middle East and North America, and as a
director on several public and private company boards. This experience provides
global perspective and regulatory insight. His experience leading complex
business functions brings extensive insight with respect to culture development
and talent management.

DIRECTOR SINCE

April 2022



AGE AT ANNUAL MEETING

63



BOARD COMMITTEES

 * Human Resources and Compensation


CURRENT PUBLIC COMPANY BOARDS

 * Better Home & Finance Holding Company (board chair, compensation committee,
   NGA committee, audit committee)


ADDITIONAL POSITIONS

 * Co-Chairman of the Board, American India Foundation (since 2012)
 * Independent director of KPMG (USA)
 * Founder and Sponsor, Ashoka University, Sonipat, Haryana, India



PREVIOUS EXPERIENCE

 * Partner Goldman Sachs, head of Goldman Sachs’ global consumer business
   (Marcus and Applecard), Goldman Sachs’ digital bank (May 2015-January 2021)
 * Several executive positions at Discover Financial Services, including
   President, U.S. Cards (January 2008-May 2015); and Executive Vice President,
   Head of Payments (January 2004-January 2008)
 * Head of Consumer Banking International, Morgan Stanley (August 2000-December
   2003)
 * Senior leadership positions at Citigroup in consumer banking and cards across
   India, Middle East and United States







GABRIELLE SULZBERGER

Senior Advisor, Two Sigma Impact, a private equity fund (since August 2020)



Ms. Sulzberger brings to the Board extensive financial experience and insight as
a senior advisor and former general partner of private equity firms, chief
financial officer of several companies, and a U.S. public company audit
committee financial expert and former board chair. She contributes strong
consumer insight, global perspective and payments experience, as well as
extensive involvement with sustainability as leader of a consulting firm’s ESG
advisory practice and as a former director at several publicly traded U.S.
merchants, including her service as chair of a major merchant in the quality
retail food business. Her experience as chief financial officer of an
open-source software company also provides valuable digital and innovation
experience.

DIRECTOR SINCE

December 2018



AGE AT ANNUAL MEETING

64



BOARD COMMITTEES

 * Audit
 * Nominating and Corporate Governance


CURRENT PUBLIC COMPANY BOARDS

 * Cerevel Therapeutics Holdings, Inc. (audit committee chair,
   nominating and corporate governance committee)
 * Eli Lilly and Company (audit committee, directors and corporate governance
   committee)
 * Warby Parker Inc. (compensation committee, nominating and corporate
   governance committee chair)



ADDITIONAL POSITIONS

 * Director, Acorns
 * Chair, Global ESG Advisory, Teneo


PREVIOUS EXPERIENCE

 * General Partner, Fontis Partners, L.P. (2005-2018)
 * CFO, Gluecode Software Inc. (open-source software company)
 * CFO, Crown Services (commercial contractors)


PAST PUBLIC COMPANY BOARDS

 * Bright Horizons Family Solutions Inc.
 * Brixmor Property Group Inc.
 * The Stage Stores, Inc.
 * Teva Pharmaceutical Industries Limited
 * Whole Foods Market, Inc.







RICHARD K. DAVIS

Former Executive Chairman and CEO, U.S. Bancorp, parent company of U.S. Bank,
one of the largest commercial banks in the United States



Mr. Davis brings to the Board extensive payments experience and consumer insight
as former CEO of a publicly traded financial holding company and former chairman
of a banking association and payments company. His experience in highly
regulated industries and as a former Federal Reserve representative provides a
valuable perspective on engaging and partnering with regulators. Mr. Davis’
extensive experience in financial services and his membership on public company
audit and finance committees contribute strong financial understanding. As a
former CEO, he brings extensive experience with respect to culture development
and talent management.

DIRECTOR SINCE

June 2018



AGE AT ANNUAL MEETING

66



BOARD COMMITTEES

 * Human Resources and Compensation (chairperson)
 * Nominating and Corporate Governance


CURRENT PUBLIC COMPANY BOARDS

 * Dow Inc. (lead director, audit committee chair, corporate governance
   committee)
 * Wells Fargo & Company (risk committee)


ADDITIONAL POSITIONS

 * Trustee, Mayo Clinic



PREVIOUS EXPERIENCE

 * CEO, Make-A-Wish America (January 2019-November 2022)
 * Several executive positions at U.S. Bancorp (2004-2018), including Executive
   Chairman (April 2017-April 2018); Chairman (2007-April 2017); CEO (December
   2006-April 2017); and President (2004-January 2016)


PAST PUBLIC COMPANY BOARDS

 * DowDuPont Inc. and The Dow Chemical Company (Dow Inc. predecessor boards)
 * U.S. Bancorp
 * Xcel Energy, Inc.







YOUNGME MOON

Donald K. David Professor of Business Administration, Harvard Business School, a
private university (since July 2014)



Professor Moon brings to the Board a deep understanding of strategy and
innovation as a long-tenured professor at Harvard Business School. She brings
strong global perspective and consumer and sustainability experience based on
her exposure to research at Harvard Business School. She contributes
sustainability insight through her service as a director at several publicly
traded retail and retail-centric consumer products companies (including as a
member of ESG and corporate responsibility committees).

DIRECTOR SINCE

June 2019



AGE AT ANNUAL MEETING

60



BOARD COMMITTEES

 * Human Resources and Compensation
 * Risk (chairperson)


CURRENT PUBLIC COMPANY BOARDS

 * Sweetgreen, Inc. (compensation committee; nominating,
   environmental, social and governance committee)
 * Warby Parker Inc. (compensation committee)



PREVIOUS EXPERIENCE

 * Several leadership positions at Harvard Business School (since 1998),
   including Senior Associate Dean for Strategy and Innovation and Chair of the
   MBA Program


PAST PUBLIC COMPANY BOARDS

 * Avid Technology, Inc.
 * Rakuten, Inc.
 * Unilever plc
 * Zulily, Inc.







LANCE UGGLA

Vice Chair, General Atlantic (a leading global growth equity investor) (since
December 2023) and Founder of General Atlantic, BeyondNetZero (a venture
targeting growth equity investments related to climate change) (since April
2022)



Mr. Uggla brings to the Board a global perspective as well as deep insight
across data, technology and innovation as a former chairman and as a CEO of a
publicly traded company that provides information, analytics and digital
solutions to customers in business, finance and government. He provides
extensive financial experience given his career within financial markets both as
a founder and CEO of an information and analytics company, as well as through
executive management positions at global investment dealers. As founder of a
venture focused on climate change, Mr. Uggla contributes valuable sustainability
perspective. His broad CEO service also contributes strong experience in
management of talent and culture.

DIRECTOR SINCE

June 2019



AGE AT ANNUAL MEETING

62



BOARD COMMITTEES

 * Audit
 * Human Resources and Compensation


ADDITIONAL POSITIONS

 * Executive Trustee, Tate Foundation



PREVIOUS EXPERIENCE

 * Several executive positions at IHS Markit Ltd. and its predecessors Markit
   Ltd., Markit Group Holdings Ltd. and Mark-It Partners, Ltd. (all since 2003),
   including chairman and CEO (January 2018-February 2022); founder, chairman
   and CEO (January 2003-July 2016); and President and COO (July 2016-December
   2017)
 * Several executive positions at Toronto-Dominion Securities (1995-2003),
   including Vice Chairman and Head of Europe and Asia
 * Head of Global Markets at CIBC
 * Wood Gundy (1986-1995)


PAST PUBLIC COMPANY BOARDS

 * IHS Markit Ltd.







RIMA QURESHI

Former Executive Vice President and Chief Strategy Officer, Verizon
Communications Inc., a multinational telecommunications conglomerate



Ms. Qureshi brings to the Board global perspective, technology expertise and
innovation insight through her extensive senior-level experience at global
mobile communications equipment and services providers, including roles in
strategy, mergers and acquisitions, research and development, sales and
services. Her work in the mobile communications and broader technology
industries and her completion of the NACD/ Carnegie Mellon CERT certification in
cybersecurity oversight provide the Board with relevant payments and information
security expertise. Ms. Qureshi’s experience affords her with a deep background
in sustainability.

DIRECTOR SINCE

April 2011



AGE AT ANNUAL MEETING

59



BOARD COMMITTEES

 * Audit
 * Risk


ADDITIONAL POSITIONS

 * Commissioner, NACD Blue Ribbon
 * Commission on Technology



PREVIOUS EXPERIENCE

 * Executive Vice President and Chief Strategy Officer, Verizon Communications
   Inc. (2017-2024)
 * Several executive positions at Ericsson (1993-2017), including Chief
   Executive Officer, North America (2017)


PAST PUBLIC COMPANY BOARDS

 * Great-West Lifeco Inc.
 * Walters Kluwer NV




Top row, from left:
Michael Miebach, President and CEO; Merit E. Janow, Board Chair and NCG Chair;
Candido Bracher; Choon Phong Goh; Julius Genachowski, Audit Committee Chair; Oki
Matsumoto

Bottom row, from left:
Harit Talwar; Gabrielle Sulzberger; Richard K. Davis, HRCC Chair; Youngme Moon,
Risk Committee Chair; Lance Uggla; Rima Qureshi


MEETING INFORMATION

WHEN

Tuesday, June 18, 2024 at 8:30 a.m. (Eastern time)

Download calendar invite

WHERE

www.virtualshareholdermeeting.com/MA2024


ITEMS OF BUSINESS

Item Voting Recommendation Page Proposal 1: Election of the 12 nominees named in
this proxy statement to serve on Mastercard’s Board of Directors FOR each
director nominee 24 Proposal 2: Advisory approval of Mastercard’s executive
compensation FOR 61 Proposal 3: Ratification of the appointment of
PricewaterhouseCoopers LLP as the independent registered public accounting firm
for Mastercard for 2024 FOR 107 Proposals 4-8: Stockholder proposals, if
properly presented AGAINST 111

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