DEF 14A of Mastercard Inc, Apr 29, 2019

DEF 14A of Mastercard Inc

Filed Apr 29, 2019 · FY20180001141391-19-000067

Open on EDGAR

  1. Our director nominees are diverse

    Our director nominees are diverse

  2. Our director nominees are diverse

    | | | | | 27% 4 of our 15 director nominees are women | 40% 6 of our 15 director nominees are non-U.S. citizens | Our director nominees have lived and worked around the world |

  3. Age and tenure

    Age and tenure Our Corporate Governance Guidelines generally require that our non-employee directors not stand for re-election following the earlier of their 15th anniversary on the Board or their 72nd birthday. The Board considers these requirements as part of a broader discussion of our directors’ experience and qualifications, as well as when and how to refresh its membership.

  4. Age and tenure

    | Our age and tenure policies | | | | | 15 | Term limit (years) | 72 | Retirement age |

  5. Age and tenure of our director nominees

    Age and tenure of our director nominees

  6. Age and tenure of our director nominees

    | | | | | 6 Average director nominee tenure is 6 years | 6 6 director nominees have a tenure of 4 years or less | 60 Average age of director nominees |

  7. Age and tenure of our director nominees

    | 2019 MASTERCARD PROXY | 21 |

  8. Experience

    Experience The NCG strives for a Board that spans a range of leadership and skills and represents other experience relevant to Mastercard’s strategic vision and global activities. Experience and skills that the NCG believes are desirable to be represented on the Board include:

  9. Experience

    | | | | | | | Public company board experience both U.S. and non-U.S. | Global perspective including significant experience in the geographic regions in which we operate | CEO experience including service as a chief executive officer at a publicly traded or private company | Regulatory & governmental including deep engagement with regulators as part of a business and/or through positions with governments and regulatory bodies | Consumer including brand, marketing and retail experience and other merchant background |

  10. Experience

    | | | | | | Payments including within retail banking, telecommunications, technology and data | Financial including risk management orientation | Digital & innovation including application of technology in payments, mobile and digital, as well as Internet, retail and social media experience | Information security including cybersecurity and data privacy |

  11. Experience

    Identifying director candidates The NCG identifies potential new candidates by recommendations from:

  12. Experience

    | • | Stockholders |

  13. Experience

    | • | Professional search firms |

  14. Experience

    | • | Board members |

  15. Experience

    | • | Management |

  16. Experience

    You can find out more about our nomination process in the NCG’s charter and our Corporate Governance Guidelines at https://investor.mastercard.com/investor-relations/corporate-governance/default.aspx.

  17. Experience

    | Recommending candidates | | | | | Submit recommendations to: Office of the Corporate Secretary 2000 Purchase Street Purchase, NY 10577 Attention: Janet McGinness | Candidate information is to be submitted not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting The NCG may request such information from the nominee or stockholders as it deems appropriate The NCG evaluates stockholder recommendations using the same process it follows for other candidates |

  18. Experience

    | 22 | 2019 MASTERCARD PROXY |

  19. Experience

    Nominees for election as directors As part of its overall board refreshment process, the NCG sought to recruit additional Board members who align with our long-term growth strategy. After considering a number of candidates submitted through our nomination process, including a comprehensive review of the candidates’ abilities and qualifications, the NCG recommended that Ms. Sulzberger be appointed to the Board in December 2018 and that Ms. Moon and Mr. Uggla be nominated to stand for election by the stockholders at the Annual Meeting. Ms. Sulzberger originally was recommended by a member of management, Ms. Moon was recommended by our CEO and Mr. Uggla was recommended by a non-management director. The strong qualifications that make our director nominees, including Ms. Moon and Mr. Uggla, highly valuable assets to our Board are further described below. As part of our refreshment process, Silvio Barzi and Nancy Karch are not standing for re-election. At the Annual Meeting, 15 directors are to be elected, each to hold office until the next annual meeting of stockholders or until his or her successor is elected and qualified. The Board has approved the nomination of the following directors:

  20. Experience

    | Richard Haythornthwaite (Chairman) | | | Ajay Banga (President and CEO) | Oki Matsumoto | | David R. Carlucci | Youngme Moon | | Richard K. Davis | Rima Qureshi | | Steven J. Freiberg | José Octavio Reyes Lagunes | | Julius Genachowski | Gabrielle Sulzberger | | Choon Phong Goh | Jackson Tai | | Merit E. Janow | Lance Uggla |

  21. Experience

    Each nominee was approved by the NCG and recommended to the Board for approval following an evaluation of his or her qualifications and (except for Mses. Sulzberger and Moon and Mr. Uggla) prior board service. Each nominee has agreed to be named in this proxy statement and to serve if elected. Should any nominee be unable to serve, the persons designated as proxies reserve full discretion to vote for another person or the Board may reduce its size. A summary of the primary experience, qualifications and skills that our director nominees bring to the Board may be found in the next column. In light of the individual experiences and qualifications of each of our director nominees, our Board has concluded that each of our director nominees should be elected at the Annual Meeting. Biographies of each nominee follow.

  22. Experience

    | 2019 MASTERCARD PROXY | 23 |

  23. Experience

    | Richard Haythornthwaite Chairman and Co-Founder, QiO Technologies, an industrial artificial intelligence company (since March 2015) | | | | Mr. Haythornthwaite has served as CEO, Chairman and senior executive at several non-U.S. multinational companies, bringing to the Board global perspective. He brings digital and innovation insights as chairman and co-founder of an artificial intelligence company and board member of a digital services company. As a former chairman of government bodies and companies in highly regulated industries, Mr. Haythornthwaite contributes risk management experience and valuable insight on engaging and partnering with regulators. His past service on public company audit committees and experience with financial operational rescue challenges provide valuable financial understanding. | Chairman and director since May 2006 Age at Annual Meeting 62 Board committees • Audit • Nominating & Corporate Governance Current public company boards • Globant S.A. (digital services) Additional positions • Chairman of each of The Creative Industries Federation; Cloudgrove; and Arc International Holdings (strategy committee) and its parent company Glass Holdings SA • Advisory Partner, Moelis & Company | Previous experience • Non-Executive Chairman, Centrica plc (2014-2019) • Non-Executive Chairman, Network Rail (2009-2012) • Partner, Star Capital Partners Limited (2006-2008) • CEO, Invensys plc (2001-2005) • Chief Executive–Europe and Asia and Group Chief Executive, Blue Circle Industries plc (1997-2001) • Prior positions include Director of Premier Oil plc; President of BP Venezuela; and General Manager of Magnus Oilfield, BP Exploration Past public company boards • Centrica plc; Network Rail; Blue Circle Industries plc; Cookson Group plc; Imperial Chemical Industries plc; Invensys plc; Land Securities Group plc; and Premier Oil plc | | | | |

  24. Experience

    | | | | | | | | | | | | Public company board experience | Global perspective | Financial | CEO experience | Digital & innovation | Regulatory & governmental | Consumer | Information security | Payments | Audit committee financial expert |

  25. Experience

    | 24 | 2019 MASTERCARD PROXY |

  26. Experience

    | Ajay Banga President and Chief Executive Officer (since July 2010) | | | | Mr. Banga, our President and CEO, contributes to the Board extensive global payments experience (including with payments technology and retail banking), as well as a deep focus on innovation and information security. As our CEO and as a member of business advocacy organizations and government-sponsored committees, Mr. Banga provides valuable perspective on engaging and partnering with regulators. His brand marketing experience (including at several global food and beverage companies) adds strong consumer insight. | Director since April 2010 Age at Annual Meeting 59 Current public company boards • Dow Inc. (compensation & leadership development and corporate governance committees) Additional positions • Co-founder and co-chair, Cyber Readiness Institute • First vice chairman, International Chamber of Commerce • Trustee, U.S. Council for International Business • Member, board of governors, American Red Cross • Member, Council on Foreign Relations • Member, The Business Council • Founding Trustee, U.S.-India Strategic Partnership Forum • Co-chair, Partnership for New York City | • Former member, President’s Advisory Committee for Trade Policy and Negotiations (U.S.) and President’s Commission on Enhancing National Cybersecurity (U.S.) Additional Mastercard experience • President and COO, Mastercard (2009-2010) Previous experience • Executive positions at Citigroup (1996-2009), including CEO, Asia Pacific region; Chairman and CEO, International Global Consumer Group; Executive Vice President, Global Consumer Group; President, Retail Banking, North America; and business head for CitiFinancial and the U.S. Consumer Assets Division • Previous experience at Nestlé India and PepsiCo totaling 15 years, in roles of increasing responsibility Past public company boards • DowDuPont Inc. and the Dow Chemical Company (Dow Inc. predecessor boards) • Kraft Foods Inc. | | | | |

  27. Experience

    | | | | | | | | | | | | Public company board experience | Global perspective | Financial | CEO experience | Digital & innovation | Regulatory & governmental | Consumer | Information security | Payments | Audit committee financial expert |

  28. Experience

    | 2019 MASTERCARD PROXY | 25 |

  29. Experience

    | David R. Carlucci Former Chairman and Chief Executive Officer, IMS Health Incorporated, a global provider of healthcare industry market intelligence (January 2006-December 2010) | | | | Mr. Carlucci brings to the Board global business perspective, financial insight and regulatory experience as the former Chairman and CEO of a U.S.-based multinational corporation in the pharmaceutical and healthcare industries. As a former Chief Information Officer and through several senior executive-level operations and management positions, Mr. Carlucci adds valuable information security expertise and insight into technology and innovation. | Director since May 2006 Age at Annual Meeting 65 Board committees • Audit • Nominating & Corporate Governance Current public company boards • Mallinckrodt public limited company (human resources and compensation committee chairman) | Previous experience • Chairman and CEO, IMS Health Incorporated (2005-2010) (became Chairman in 2006); prior experience since joining in 2002, including President and COO • General Manager, IBM Americas, overseeing all sales and distribution operations in the U.S., Canada and Latin America (2000-2002) • Prior positions at IBM (1990-2000), including General Manager, S/390 Division; Chief Information Officer; General Manager, IBM Printing Systems Company; Vice President, systems, industries and services, Asia Pacific; and Vice President of marketing and channel management, IBM Personal Computer Company–North America Past public company boards • IMS Health Incorporated | | | | |

  30. Experience

    | | | | | | | | | | | | Public company board experience | Global perspective | Financial | CEO experience | Digital & innovation | Regulatory & governmental | Consumer | Information security | Payments | Audit committee financial expert |

  31. Experience

    | 26 | 2019 MASTERCARD PROXY |

  32. Experience

    | Richard K. Davis Chief Executive Officer, Make-A-Wish America, a non-profit corporation dedicated to granting the wishes of critically ill children (since January 2019) | | | | Mr. Davis brings to the Board extensive payments experience and consumer insight as former CEO, executive chairman and longtime senior executive of a publicly traded financial holding company and former chairman of a banking association and payments company. As a leader and Board member of companies in highly regulated industries, as well as a former Federal Reserve representative, he provides 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. | Director since June 2018 Age at Annual Meeting 61 Board committees • Human Resources & Compensation Current public company boards • Dow Inc. (audit and corporate governance committees) • Xcel Energy, Inc. (chair, governance, compensation and nominating committee; finance committee) Additional positions • Director, Mayo Clinic | Previous experience • Executive positions at U.S. Bancorp, including Executive Chairman (April 2017-April 2018); Chairman (2007-April 2017); Chief Executive Officer (December 2006-April 2017); President (October 2004-January 2016); and Chief Operating Officer (2004-2006) Past public company boards • U.S. Bancorp • DowDuPont Inc. and The Dow Chemical Company (Dow Inc. predecessor boards) | | | | |

  33. Experience

    | | | | | | | | | | | | Public company board experience | Global perspective | Financial | CEO experience | Digital & innovation | Regulatory & governmental | Consumer | Information security | Payments | Audit committee financial expert |

  34. Experience

    | 2019 MASTERCARD PROXY | 27 |

  35. Experience

    | Steven J. Freiberg Former CEO, E*Trade Financial Corporation a financial services firm (April 2010-August 2012) | | | | Mr. Freiberg contributes to the Board extensive senior-level payments experience, including leading retail banking and payments businesses. This experience provides global perspective and regulatory insight. His leadership of consumer and global cards businesses also contributes strong consumer and innovation insight. His service as our Audit Committee chairman and as a director of consumer finance and foreign exchange companies provides valuable financial understanding. | Director since September 2006 Age at Annual Meeting 62 Board committees • Audit (Chairman) • Human Resources & Compensation Current public company boards • Regional Management Corp. (consumer finance) (audit committee and compensation committee chair) Additional positions • Chairman, Fair Square Financial LLC (credit card-focused venture) • Chairman, Rewards Network (marketing and loyalty services provider to restaurant industry) • Vice Chairman, Social Finance, Inc. (private personal finance company) • Member, TowerBrook Capital Partners L.P. senior advisory board | • Senior Advisor, The Boston Consulting Group (global management consulting) and Verisk Analytics, Inc. (data analysis and risk assessment) • Director, Purchasing Power, LLC (consumer product purchasing provider) Additional Mastercard experience • Director of U.S. region board prior to IPO (2001-2006) (Chairman 2004-2006) Previous experience • Several executive positions at Citigroup (2005-2010), including EVP, Citibank N.A.; Chairman and CEO of Citi Holdings–global consumer; CEO, global cards; Chairman and CEO, global consumer group, N.A.; Co-Chairman, global consumer group; Chairman and CEO, Citi Cards Past public company boards • E*TRADE Financial Corporation | | | | |

  36. Experience

    | | | | | | | | | | | | Public company board experience | Global perspective | Financial | CEO experience | Digital & innovation | Regulatory & governmental | Consumer | Information security | Payments | Audit committee financial expert |

  37. Experience

    | 28 | 2019 MASTERCARD PROXY |

  38. Experience

    | Julius Genachowski Managing Director and Partner, The Carlyle Group, a global investment firm (since January 2014) | | | | Mr. Genachowski brings to the Board extensive digital, technology and media expertise, regulatory experience, 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 56 Board committees • Human Resources & Compensation Current public company boards • Sonos Inc. (audit committee and nominating and corporate governance committee chair) • Sprint Corporation (audit committee) Additional position • Former member, President’s Intelligence Advisory Board (U.S.) | Previous experience • Chairman, U.S. Federal Communications Commission (2009-2013) • Senior executive roles with IAC/InterActiveCorp (Internet and media), including chief of business operations and general counsel • Several other U.S. government roles, including chief counsel to FCC Chairman; law clerk to U.S. Supreme Court Justice David Souter; and congressional staff member (including for then-Representative Charles Schumer, and for the joint select committee investigating the Iran-Contra affair) Past public company boards • AsiaSat | | | | |

  39. Experience

    | | | | | | | | | | | | Public company board experience | Global perspective | Financial | CEO experience | Digital & innovation | Regulatory & governmental | Consumer | Information security | Payments | Audit committee financial expert |

  40. Experience

    | 2019 MASTERCARD PROXY | 29 |

  41. Experience

    | Choon Phong Goh Chief Executive Officer, Singapore Airlines Limited, a multinational airline (since January 2011) | | | | Mr. Goh brings to the Board strong consumer insight, global perspective and payments experience 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. | Director since April 2018 Age at Annual Meeting 55 Board committees • Nominating & Corporate Governance Current public company boards • Singapore Airlines Limited Additional positions • Member and former chairman, Board of Governors of the International Air Transport Association (Chair, audit, and strategy and policy committees) • Chairman, Budget Aviation Holdings Pte Ltd • Director, SIA Engineering Company (majority owned by Singapore Airlines Limited) • Member, Massachusetts Institute of Technology Presidential CEO Advisory Board | • Member, National University of Singapore board of trustees • Member, Association of Asia Pacific Airlines (executive committee) Previous experience • Executive Vice President, Marketing and the Regions, Singapore Airlines Limited (June 2010-December 2010) • President, Singapore Airlines Limited, Cargo (June 2006-February 2010) • Previous leadership positions at Singapore Airlines Limited, including Senior Vice President Finance, Senior Vice President Information Technology and Senior Vice President Commercial Technology | | | | |

  42. Experience

    | | | | | | | | | | | | Public company board experience | Global perspective | Financial | CEO experience | Digital & innovation | Regulatory & governmental | Consumer | Information security | Payments | Audit committee financial expert |

  43. Experience

    | 30 | 2019 MASTERCARD PROXY |

  44. Experience

    | Merit E. Janow Dean, School of International and Public Affairs, Columbia University, a private university (since July 2013) | | | | Professor Janow contributes extensive global perspective as a dean and professor of international economic law and international affairs, especially with respect to the Asia Pacific region where she has a strong focus. Her university career, public board service and other initiatives provide significant insights on technology, innovation and digital matters, including in cyber security. Professor Janow also brings deep experience in dealing with governments and regulatory bodies through both her past government service and her career at SIPA, as well as through her service on not-for-profits and advisory bodies. | Director since June 2014 Age at Annual Meeting 61 Board committees • Human Resources & Compensation • Nominating & Corporate Governance Current public company board • Trimble Inc. (compensation committee) Additional positions • Lead, Columbia University’s SIPA Tech & Policy Initiative, including serving as Co-Chair, New York Cyber Task Force • Director and proxy committee member, American Funds (a mutual fund family of the Capital Group) (more than 20 funds) • Director of Japan Society and National Committee on U.S.-China Relations | • Member, Council on Foreign Relations • Member, Mitsubishi UFJ Financial Group, Inc. global advisory Board • Charter member, International Advisory Council of China Investment Corporation Previous experience • Leadership positions at Columbia University, including director, international finance and economic policy program; director, master’s program in international affairs; 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 | | | | |

  45. Experience

    | | | | | | | | | | | | Public company board experience | Global perspective | Financial | CEO experience | Digital & innovation | Regulatory & governmental | Consumer | Information security | Payments | Audit committee financial expert |

  46. Experience

    | 2019 MASTERCARD PROXY | 31 |

  47. Experience

    | Oki Matsumoto Managing Director, Chairman and CEO, Monex Group, Inc., an online securities brokerage firm (since February 2011) | | | | Mr. Matsumoto is the founder and CEO of a Japan-based, publicly traded financial services holding company and former director of a stock exchange. Through a career in investment banking, Mr. Matsumoto provides global perspective and extensive financial expertise to the Board. His leadership of a global online securities brokerage firm provides valuable digital and innovation experience. | Director since June 2016 Age at Annual Meeting 55 Board committees • Human Resources & Compensation Current public company boards • Monex Group, Inc. (nominating and compensation committees) • UZABASE, Inc. Additional positions • Chairman, Coincheck, Inc.; and Director, TradeStation Group, Inc. and Monex, Inc., each a subsidiary of Monex Group, Inc. • International Board member and Vice Chairman, Human Rights Watch • Councilor, International House of Japan | • Former member, Economic Counsel to the Prime Minister of Japan • Former director, Tokyo Stock Exchange (2008-2013) Previous experience • Founded Monex, Inc. (financial services) in 1999; held management roles, including representative director and CEO (1999-2016) • General Partner, Goldman Sachs Group, L.P. (1994-1998) • Vice President, Goldman Sachs Japan Co. Ltd. (1992-1994) and analyst (1990-1992) • Analyst, Salomon Brothers Asia Limited (1987-1990) Past public company boards • JIN Co., Ltd. • Kakaku.com, Inc. | | | | |

  48. Experience

    | | | | | | | | | | | | Public company board experience | Global perspective | Financial | CEO experience | Digital & innovation | Regulatory & governmental | Consumer | Information security | Payments | Audit committee financial expert |

  49. Experience

    | 32 | 2019 MASTERCARD PROXY |

  50. Experience

    | Youngme Moon Senior Associate Dean for Strategy & Innovation and the Donald K. David Professor of Business Administration, Harvard Business School, a private university (since July 2014) | | | | Professor Moon provides to the Board a deep understanding of strategy and innovation as a long-tenured professor and current associate dean at Harvard Business School. She brings strong global perspective and consumer experience based on her service as a director at several retail and retail-centric consumer products companies. | Director nominee Age at Annual Meeting 55 Current public company board • Unilever (Vice Chair and Senior Independent Director) (corporate responsibility committee) Additional positions • Director of Warby Parker and Sweetgreen, Inc. (compensation committee) | Previous Harvard Business School experience • Associate Dean and Chair of MBA Program (2010) • Donald K. David Professor of Business Administration (2007- present) • Associate Professor (2003-2007) • Assistant Professor (1998-2003) Past public company boards • Avid Technology, Inc. • Rakuten, Inc. • Zulily, Inc. | | | | |

  51. Experience

    | | | | | | | | | | | | Public company board experience | Global perspective | Financial | CEO experience | Digital & innovation | Regulatory & governmental | Consumer | Information security | Payments | Audit committee financial expert |

  52. Experience

    | 2019 MASTERCARD PROXY | 33 |

  53. Experience

    | Rima Qureshi Executive Vice President and Chief Strategy Officer Verizon Communications Inc., a multinational telecommunications conglomerate (since November 2017) | | | | Ms. Qureshi contributes to the Board global perspective, digital expertise and innovation insight through her extensive senior-level experience at global telecommunications equipment and services providers, including roles in strategy, regional management, research and development, sales and services. Having spent many years working in the telecommunications and information technology industries and having completed the NACD/Carnegie Mellon CERT certification in cybersecurity oversight, Ms. Qureshi provides the Board with relevant payments and information security expertise. | Director since April 2011 Age at Annual Meeting 54 Board committees • Audit Additional positions • Director, GSMA Board (telecom industry association board) (audit committee) • Director, Verizon Foundation • Member, McGill University International Advisory Board | Previous experience • Executive positions at Ericsson, including President, North America (2017); Senior Vice President, chief strategy officer and head of M&A (2014-2016) • Additional positions at Ericsson (1993-2014), including Senior Vice President and head of business unit CDMA mobile systems (2010-2012) • IT consultant, DMR Group Inc. Past public company boards • Great-West Lifeco Inc. • Wolters Kluwer | | | | |

  54. Experience

    | | | | | | | | | | | | Public company board experience | Global perspective | Financial | CEO experience | Digital & innovation | Regulatory & governmental | Consumer | Information security | Payments | Audit committee financial expert |

  55. Experience

    | 34 | 2019 MASTERCARD PROXY |

  56. Experience

    | José Octavio Reyes Lagunes Former Vice Chairman, The Coca-Cola Export Corporation, The Coca-Cola Company, a global beverage company (January 2013-March 2014) | | | | Mr. Reyes contributes global perspective and regulatory experience to the Board as a retired senior executive and Latin America group president of a leading multinational public company. His experience as a beverage industry brand manager in North America and Latin America and as a director of public companies in the beverage industry provides the Board with strong consumer insight and payments experience. | Director since January 2008 Age at Annual Meeting 67 Board committees • Human Resources & Compensation (Chairman) Current public company boards • Coca-Cola HBC AG (social responsibility committee) • Coca-Cola FEMSA S.A.B. de C.V. (KOF) Additional positions • Director, Papalote Children’s Museum, Mexico City | Previous experience • Vice Chairman, The Coca-Cola Export Corporation, The Coca-Cola Company (2013-2014) • Executive positions at The Coca-Cola Company, including President, Latin America Group (2002-2012) and President, Coca-Cola de México (1996-2002) • Additional management positions at The Coca-Cola Company (1980-1996), including manager of strategic planning, Coca-Cola de México; manager, Sprite and Diet Coke brands (corporate headquarters, Atlanta); marketing director for Brazil; and vice president of marketing and operations, Coca-Cola de México • Grupo IRSA, a Monsanto Company joint venture (five years’ experience) Past public company boards • Keurig Green Mountain, Inc. | | | | |

  57. Experience

    | | | | | | | | | | | | Public company board experience | Global perspective | Financial | CEO experience | Digital & innovation | Regulatory & governmental | Consumer | Information security | Payments | Audit committee financial expert |

  58. Experience

    | 2019 MASTERCARD PROXY | 35 |

  59. Experience

    | Gabrielle Sulzberger General Partner, Fontis Partners, L.P., a private equity fund (since October 2005) | | | | Ms. Sulzberger brings to the Board extensive financial experience and insight as the general partner of a private equity firm, Chief Financial Officer of several companies, and a U.S. public company audit committee financial expert and former board chairman. She contributes strong consumer insight, global perspective and payments experience as a former director at several U.S. public company merchants, including her longtime service as Chairman 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 59 Board committees • Nominating & Corporate Governance Current public company boards • Brixmor Property Group Inc. (since 2015) (audit committee financial expert; nominating & corporate governance chairman) Additional positions • Henry Crown Fellow, Aspen Institute • Trustee, Ford Foundation • Director of each of: Acorn Advisors LLC (audit committee); TIME’S UP Foundation; Trinity Church Wall Street; and WomenCorporateDirectors Foundation | Previous experience • Interim CEO, Johnson Products Company (hair care products) (October 2011-February 2013) • CFO, Gluecode Software Inc. (2002-2005) (open source software company) • CFO, Crown Services (2000-2002) (commercial contractors) Past public company boards • Bright Horizons Family Solutions, Inc. • Teva Pharmaceutical Industries Limited • The Stage Stores, Inc. • Whole Foods Market, Inc. | | | | |

  60. Experience

    | | | | | | | | | | | | Public company board experience | Global perspective | Financial | CEO experience | Digital & innovation | Regulatory & governmental | Consumer | Information security | Payments | Audit committee financial expert |

  61. Experience

    | 36 | 2019 MASTERCARD PROXY |

  62. Experience

    | Jackson Tai Former Vice Chairman and Chief Executive Officer, DBS Group and DBS Bank Ltd., leading financial services entities (June 2002-December 2007) | | | | Mr. Tai brings to the Board extensive global executive experience in payments and retail banking, including as former CEO of a Singapore-based bank and as a director of several global financial institutions. Mr. Tai’s experience as a CFO, his extensive experience as a member of numerous public company audit committees and his career in investment banking provide valuable financial understanding. His service as a director of technology-focused retail and telecommunications companies provides valuable consumer and digital and innovation insight. | Director since September 2008 Age at Annual Meeting 68 Board committees • Audit • Nominating & Corporate Governance Current public company boards • Eli Lilly and Company (audit; finance; and directors & corporate governance committees) • HSBC Holdings plc (group risk committee chair; group financial system vulnerabilities committee chair; group audit and nominations & corporate governance committees) Additional positions • Director, Metropolitan Opera • Trustee, Rensselaer Polytechnic Institute • Former director, Canada Pension Plan Investment Company • Former director, Cassis International Pte. Ltd. (payments technology company) | • Former director, privately held Russell Reynolds Associates, Inc. • Former director, Brookstone Inc. (non-executive chairman and interim CEO (January 2012-May 2012) Previous experience • Vice chairman and CEO, DBS Group and DBS Bank Ltd. (2002-2007) • Prior executive positions at DBS Group (1999-2002), including President and COO and CFO • Senior management positions at Investment Banking Division, J.P. Morgan & Co. Incorporated (New York, Tokyo and San Francisco) (1974-1999) Past public company boards • Royal Philips N.V. (term ending in May, 2019) • Bank of China, Limited • DBS Group and DBS Bank Ltd. • ING Groep N.V. • Singapore Airlines Limited | | | | |

  63. Experience

    | | | | | | | | | | | | Public company board experience | Global perspective | Financial | CEO experience | Digital & innovation | Regulatory & governmental | Consumer | Information security | Payments | Audit committee financial expert |

  64. Experience

    | 2019 MASTERCARD PROXY | 37 |

  65. Experience

    | Lance Uggla Chairman and Chief Executive Officer, IHS Markit Ltd., a global information provider (since January 2018) | | | | Mr. Uggla brings to the Board global perspective and innovation insights as the CEO of a publicly traded company that provides information, analytics and solutions to customers in business, finance and government. He provides extensive financial experience as the founder and former Chairman and CEO of a company that offered daily credit default swap pricing services, as well as through several executive management positions at a global investment dealer. | Director nominee Age at Annual Meeting 57 Current public company boards • IHS Markit Ltd. Additional positions • Executive Trustee, Tate Foundation | Previous experience • President and Chief Operating Officer, IHS Markit Ltd. (July 2016 -December 2017) • Founder and former Chairman and CEO, Markit Ltd. (June 2014-July 2016) and its predecessor, Markit Group Holdings Ltd. (2003-June 2014) • Executive management positions at Toronto-Dominion Securities, including Vice Chairman and Head of Europe and Asia (1995-2003) | | | | |

  66. Experience

    | | | | | | | | | | | | Public company board experience | Global perspective | Financial | CEO experience | Digital & innovation | Regulatory & governmental | Consumer | Information security | Payments | Audit committee financial expert |

  67. Experience

    | 38 | 2019 MASTERCARD PROXY |

  68. Experience

    Board and committees Board of Directors

  69. Experience

    | Richard Haythornthwaite Chairman of the Board of Directors | 5 number of meetings in 2018 | 75%+ attendance Board and committee meetings | 100% attendance 2018 annual meeting of stockholders |

  70. Related party transactions

    | Name | Fees earned or paid in cash ($) | Stock awards ($) (1)(2) | All other compensation ($) (3) | Total ($) | | (a) | (b) | (c) | (d) | (e) | | Richard Haythornthwaite, Chairman of the Board | 205,000 | 275,044 | 10,256 | 490,300 | | Silvio Barzi | 125,000 | 195,085 | 7,864 | 327,949 | | David R. Carlucci | 125,000 | 195,085 | 15,000 | 335,085 | | Richard K. Davis | 64,166 | 195,085 | — | 259,251 | | Steven J. Freiberg | 137,500 | 195,085 | 15,000 | 347,585 | | Julius Genachowski | 110,000 | 195,085 | 9,700 | 314,785 | | Choon Phong Goh | 82,500 | 241,386 | — | 323,886 | | Merit E. Janow | 120,000 | 195,085 | 13,500 | 328,585 | | Nancy Karch | 120,000 | 195,084 | 12,492 | 327,576 | | Oki Matsumoto | 110,000 | 195,085 | — | 305,085 | | Rima Qureshi | 115,000 | 195,085 | — | 310,085 | | José Octavio Reyes Lagunes | 122,500 | 195,085 | — | 317,585 | | Gabrielle Sulzberger | 9,166 | 113,954 | 15,000 | 138,120 | | Jackson Tai | 125,000 | 195,085 | 15,000 | 335,085 |

  71. Executive compensation philosophy

    | Align the long-term interest of our executives with stockholders | Our compensation program strongly aligns the short- and long-term interest of our stockholders with that of our executives through the use of variable compensation, which is largely long term in nature. | | Pay for performance | The majority of the compensation of our CEO and other NEOs is variable and at risk and tied to pre-established goals linked to financial and strategic objectives designed to create long-term stockholder value and drive our objectives to grow, diversify and build our business. | | Pay competitively | Each year, the HRCC assesses the competitiveness of total compensation levels for executives to enable us to successfully attract, motivate and retain top executive talent. |

  72. Executive compensation philosophy

    Our HRCC, which is composed solely of independent directors, is responsible for the oversight of our executive compensation program and determines the compensation to be paid to our executive officers. The HRCC makes decisions on executive compensation from a total direct compensation perspective, which is composed of base salary, annual incentive and long-term incentive compensation. A significant portion of our executives’ compensation is performance based and at risk with a greater emphasis toward long-term equity awards rather than annual cash compensation. We believe this approach maximizes retention and ensures that a substantial portion of our NEOs’ compensation varies based on overall financial and strategic performance that is directly aligned with stockholder interests, as well as individual performance, to reward for delivering on our strategic objectives to grow, diversify and build our business.

  73. 2018 executive compensation highlights

    2018 executive compensation highlights Annual incentive Each of our NEOs was provided with an opportunity to earn a cash incentive award under our Senior Executive Annual Incentive Compensation Plan, or SEAICP. The amount of the SEAICP payout for 2018 was based on a corporate score and each NEO’s Individual Performance Factor (“IPF”). The corporate score is calculated based on Mastercard’s performance against adjusted net income and adjusted net revenue goals and may be adjusted within a range of +10 percentage points to -20 percentage points based on corporate performance against strategic objectives. IPFs are based on an assessment of each NEO’s individual performance for delivering on our strategic objectives to grow, diversify and build our business. Based on performance outcomes for 2018, the corporate score for purposes of paying annual incentives under the SEAICP was 160% of target (see pgs 72-74 for more information), and our NEOs’ IPFs ranged from 100% to 135%. Performance stock unit awards The three-year performance period related to the 2016 performance stock unit (“PSU”) awards concluded on December 31, 2018. The payout rate of the 2016 PSU award was tied to Mastercard’s performance against three-year adjusted net revenue and adjusted earnings per share (“EPS”) goals and modified by Mastercard’s relative TSR. Based on performance outcomes over the three-year performance period, the payout rate for 2016 PSU awards was the maximum level of 200% of target (see pg 76 for more information). Alignment of pay with performance Our executive compensation program in 2018 continued to deliver pay supported by strong, consistent performance. The following charts show CEO total compensation (as disclosed in the Summary Compensation Table) compared to the value of a $100 investment made in Mastercard stock on January 1, 2011, the start of our CEO’s first full year in the role: Since 2011, under the leadership of our CEO, Mastercard has delivered sustained growth, increasing market capitalization by more than $165 billion and delivering a cumulative TSR of 782%.

  74. Compensation elements

    | | Base salary | | Annual incentive | | PSUs | | | Stock options | | Primary purpose | | | | Attraction and retention | | | | | | | | | Reward short-term performance | | | Reward long-term performance | | | | | | | | | | Align interests with stockholders | | | | Recipients | | | | | All NEOs | | | | | Reviewed | | | | | Annually | | | | | Payment/grant date | Ongoing | | In February for prior year | | | | March 1 | | | Cash/equity | | Cash | | | | | Equity | | | Performance period | Ongoing | | 1-year | | 3-year | | | Until exercised (up to 10-year life) | | Competitive level | Established within a range around the median of market-competitive levels of target compensation for similar positions | | | | | | | | | Other considerations | Peer group analysis, individual performance, unique program characteristics, job responsibilities, experience and succession | | | | | | | |

  75. Incentive compensation performance metrics

    Incentive compensation performance metrics The business metrics used under our annual and long-term incentive programs focus on the key drivers for executing our strategy and creating and sustaining long-term stockholder value.

  76. Incentive compensation performance metrics

    | Adjusted net revenue | Revenue growth, both organic and through acquisitions, is critical to our short- and long-term success | | Adjusted net income/ Adjusted EPS | Net income (annual incentive) and EPS (long-term incentive) are our primary measures of profitability | | Total shareholder return | TSR enhances the link and alignment between stockholders and management |

  77. Incentive compensation performance metrics

    As a growth company, revenue growth is of primary importance ,and we include a revenue measure in both our short- and long-term incentive programs and balance it by placing emphasis on profitability in both programs. Holding management accountable for top-line growth over multiple time periods encourages continued focus on sustainable growth instead of over a single, discrete period. In assessing our performance for the purposes of determining variable compensation awards, we supplement certain measures derived from our consolidated financial statements with measures that exclude the impact of foreign exchange, tax reform, restructuring, litigation, acquisitions and other one-time special items.

  78. Key features

    | | What we do | | | Pay for performance | | | Align executive compensation with stockholder returns through long-term incentives | | | Maintain significant stock ownership requirements and guidelines | | | Use appropriate peer groups when establishing competitive compensation | | | Review management succession and leadership development programs | | | Reward for individual performance but with limits that cap individual payouts in executive incentive plans | | | Regularly assess compensation programs to mitigate undue risk taking by executives | | | Mandate “double-trigger” provisions for all plans that contemplate a change in control | | | Maintain robust clawback and equity award forfeiture policies | | | Retain an independent compensation consultant | | | Hold an annual say-on-pay advisory vote | | | What we don’t do | | | No hedging or pledging of Mastercard stock | | | No excise tax gross-ups for executive officers | | | No tax gross-ups | | | No repricing stock options without stockholder approval | | | No new evergreen employment agreements | | | No dividend equivalents on unvested equity awards | | | No guaranteed annual salary increases or bonuses | | | No granting of discounted or reload stock options |

  79. Participants in the compensation decision-making process

    | Role of the Human Resources & Compensation Committee • Exclusive decision-making responsibility for all executive compensation matters with input from management and their independent consultant | | | | | | | | Role of compensation consultant • Attend all HRCC meetings • Review and advise on all material aspects of executive compensation and plan design • Report on executive compensation trends and best practices • Participate in the goal setting process for incentive compensation plans • Assist with the development of peer group used for comparison of executive compensation • Conduct market check of executive officer compensation relative to the peer group • Test pay versus performance • Provide advice with respect to non-employee director compensation | | Role of executive management • CEO, Chief Human Resources Officer and other members of management, as appropriate, attend HRCC meetings • Responsible for designing and implementing executive compensation programs • Recommend base salary, annual and long-term incentive awards for executive officers (excluding the CEO) • Recommend incentive plan performance metrics and goals • Present significant proposals that affect executive compensation • The CEO is not present for discussions related to, and plays no role in, the setting of his own compensation |

  80. Annual compensation decision-making process

    | • | Financial and strategic performance metrics and goals for both the annual incentive plan and performance stock units under our long-term incentive plan |

  81. Annual compensation decision-making process

    | • | Composition of peer group |

  82. Annual compensation decision-making process

    | • | Incentive plan features and design |

  83. Annual compensation decision-making process

    | • | Compensation consultant independence |

  84. Annual compensation decision-making process

    | • | Peer group benchmarking information evaluating the market competitiveness of each executive’s compensation, prepared by its independent compensation consultant |

  85. Annual compensation decision-making process

    | • | Annual incentive award amounts to be paid under the SEAICP for all executive officers for the prior year |

  86. Annual compensation decision-making process

    | • | Performance stock unit payout |

  87. Annual compensation decision-making process

    | • | Salary adjustments, target annual incentive opportunities and long-term incentive awards for the current year for each executive officer |

  88. Annual incentive

    Annual incentive The HRCC uses the SEAICP to provide a cash incentive award to the executive officers, including the NEOs, for the attainment of annual company, business unit and individual performance objectives that are established at the start of the year (as described above under “Annual Compensation Decision-Making Process”). The determination of the annual incentive, or bonus, for each of our NEOs is determined based on our corporate score and each NEO’s individual performance factor, as shown below.

  89. Annual incentive

    | Corporate score (0%-200%) | | × | Individual performance factor (0%-200%) | = | Final bonus payout (0%-250% as % of target) | | Step one: financial score (0%-200%) | | | | | | | 2018 financial performance metrics & weightings: | | | | | | | Adjusted net income (2/3(rds)) | Adjusted net revenue (1/3(rd)) | | | | | | Step two: strategic performance adjustment Financial score above can be adjusted within a range of up 10 percentage points or down 20 percentage points | | | | | |

  90. Annual incentive

    Corporate score The HRCC uses a two-step process to determine the corporate score:

  91. Annual incentive

    | • | Step one (financial score): calculated based on corporate performance against rigorous and challenging financial performance goals aligned with our annual business plan. We believe adjusted net income and adjusted net revenue are the most important indicators of the successful execution of our strategy and correlate with long-term stockholder value creation. |

  92. Annual incentive

    For 2018, financial performance was strong, as detailed on pg 65 and below, resulting in a financial score of 174%:

  93. Annual incentive

    | | | | 2018 performance goals | | | | | | Metrics | Goal weight | 2017 adjusted actual | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | 2018 adjusted actual* | Score | | Adjusted net income –SEAICP ($ millions) | 67% | $4,682 | $6,089 | $6,419 | $6,773 | $6,713 | 183% | | Adjusted net revenue ($ millions) | 33% | $11,979 | $14,151 | $14,651 | $15,151 | $14,931 | 156% | | | | | | | Financial score | | 174% |

  94. Annual incentive

    | Metrics shown differ from net income and net revenue under GAAP because they exclude the impact of translational and transactional activity related to foreign exchange rate and normalized for accounting changes related to revenue recognition. Adjusted net income – SEAICP also excludes special items consisting of litigation provisions and tax benefit related to U.S. tax legislation. Additionally, adjusted net income – SEAICP reflects the impact of the financial score of 174% before the adjustment determined in Step two as described below.* |

  95. Annual incentive

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  96. Annual incentive

    | • | Step two (strategic performance adjustment): based on corporate performance against our strategic objectives established in early 2018. While these objectives do not immediately translate into current year financial results, we believe success against these metrics positions the company for future, sustained growth. If the HRCC believes an adjustment is warranted based on its assessment of performance outcomes versus these pre-defined strategic objectives, the financial score may be adjusted within a range of +10 percentage points to -20 percentage points. |

  97. Annual incentive

    For 2018, the HRCC approved the following strategic performance objectives:

  98. 2018 strategic performance objectives

    For employees designated as part of a business unit, business unit performance against pre-determined business unit goals is also factored into the formulaic calculation of the corporate score used to determine those employees’ annual incentive bonuses. Once the corporate score is established, annual incentive payouts are further adjusted for each NEO by an individual performance factor, which is determined through assessing performance against individual performance objectives. Individual performance factor Individual objectives are set for each NEO to support the company’s strategic objectives and are tied to areas of the business each officer directs. Below is a summary of each NEO’s primary 2018 objectives:

  99. 2018 strategic performance objectives

    2018 annual incentive earned As a result of the decisions discussed above, the HRCC approved the following annual cash incentive payouts for each of the NEOs in early 2019:

  100. 2018 strategic performance objectives

    | | 2018 base salary | 2018 target annual incentive | | 2018 actual annual incentive | | | Name | | % of base | | % of target | | | Ajay Banga | $1,250,000 | 200% | $2,500,000 | 212% | $5,288,090 | | Martina Hund-Mejean | $750,000 | 125% | $937,500 | 205% | $1,921,064 | | Craig Vosburg | $600,000 | 115% | $690,000 | 197% | $1,361,536 | | Tim Murphy | $600,000 | 115% | $690,000 | 205% | $1,413,903 | | Gilberto Caldart(1) | $550,000 | 100% | $527,247 | 184% | $969,650 | | Ann Cairns (2) | $650,000 | 125% | $336,130 | 153% | $515,141 |

  101. 2018 strategic performance objectives

    | 1. | Mr. Caldart’s 2018 base salary and target annual incentive of 100% of base salary shown above reflect his compensation as President, International, effective June 1, 2018. Due to the mid-year promotion, his 2018 target annual incentive amount reflects time spent in each role during the year. |

  102. Long-term incentives

    Long-term incentives 2018 program overview We use equity grants as the primary means of providing long-term incentives to our employees, including the NEOs. Performance stock units, stock options and restricted stock units (“RSU”) were granted to certain Mastercard executives and employees in March 2018 during the annual grant cycle. We continue to believe that annual long-term incentive awards to each NEO should consist of approximately 50% PSUs and 50% stock options. We believe this approach provides a balanced long-term incentive program that aligns interests of management with those of stockholders and drives achievement of long-term performance objectives. You can find information about the long-term awards to the NEOs in the “Grants of plan-based awards in 2018” table (see pg 85). In making its determination on what types of awards to grant, the HRCC considers the following:

  103. Long-term incentives

    | • | Peer group information (see pgs 78-79 for more information) |

  104. Long-term incentives

    | • | Trends in long-term incentive grants |

  105. Long-term incentives

    | • | The accounting treatment of such awards |

  106. Long-term incentives

    | • | The effect of having the CEO and other NEOs receive a significant portion of their total direct compensation in equity awards, with multi-year vesting, |

  107. Long-term incentives

    to motivate and provide an incentive for these officers and to align their interests with those of our stockholders On March 1, 2018, the HRCC granted the following aggregate dollar amounts of PSUs and stock options under our Amended and Restated 2006 Long Term Incentive Plan (“LTIP”) to the NEOs:

  108. Long-term incentives

    | Name | Performance stock units(1) | Stock options(1) | Total | | Ajay Banga | $6,750,000 | $6,750,000 | $13,500,000 | | Martina Hund-Mejean | $2,375,000 | $2,375,000 | $4,750,000 | | Craig Vosburg | $1,350,000 | $1,350,000 | $2,700,000 | | Tim Murphy | $1,200,000 | $1,200,000 | $2,400,000 | | Gilberto Caldart | $500,000 | $500,000 | $1,000,000 | | Ann Cairns | $1,775,000 | $1,775,000 | $3,550,000 |

  109. Long-term incentives

    1 Amounts differ from the Summary Compensation Table due to rounding.

  110. Long-term incentives

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  111. Long-term incentives

    Performance stock units Performance stock units represent approximately 50% of the annual long-term incentive grant value. The current PSU plan design as determined by the HRCC, for the performance period beginning January 1, 2018 and ending December 31, 2020:

  112. Long-term incentives

    | • | Provides a balanced top and bottom line long-term focus through the use of cumulative three-year adjusted net revenue and cumulative three-year adjusted EPS metrics (equally weighted): |

  113. Long-term incentives

    | ◦ | As personal consumption expenditure is a primary business driver in setting our financial targets and is outside of our control, the targets |

  114. Long-term incentives

    automatically shift, up or down, on a 1:1 basis, if the PCE falls outside of a predetermined range established at the time the awards are granted

  115. Long-term incentives

    | ◦ | EPS targets take into account an initial assumption for share buybacks |

  116. Long-term incentives

    | • | Enhances the link with stockholder returns by adjusting, up or down, the payout from the adjusted net revenue and adjusted EPS metrics by the company’s relative total stockholder return, or TSR (stock price performance plus dividends) versus the S&P 500 member companies to reflect the stockholder experience |

  117. Long-term incentives

    | • | Provides a payout range from 0%-200% of the granted units |

  118. Long-term incentives

    | • | Excludes dividends or dividend equivalents prior to vesting |

  119. Long-term incentives

    Vesting of the 2018 PSUs will be based on Mastercard’s performance against the predetermined performance objectives set by the HRCC for the performance period beginning January 1, 2018 and ending December 31, 2020. The HRCC established the 2018-2020 goals at the same time it authorized the PSU awards for the performance period. The targets are intended to be challenging and appropriately incentivize management to continue to grow profitably and diversify Mastercard in geographic markets with diverse product offerings. Targets are set based on the proposed business plan, and a rigorous process is undertaken at the start of each year to determine the range of performance for each measure. The HRCC relies upon its experience and collective business judgment in establishing goals and believes they are set at levels that require strong performance for a target payout and exceptional performance for maximum payout. We do not disclose forward-looking targets for our PSUs, as the disclosure could result in competitive harm and be detrimental to our operating performance. However, at the completion of the performance period, we retrospectively disclose the performance goals and payouts for all previously granted PSUs.

  120. Long-term incentives

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  121. Long-term incentives

    Stock options Stock options represent approximately 50% of the annual long-term incentive grant value. We believe stock options are a form of performance-based incentive compensation because they require stock price appreciation to deliver value to an executive, thereby aligning compensation earned with value stockholders receive over the same period of time. For 2018, stock option awards have an exercise price of $173.49 per share, which was the closing price of Class A common stock on the NYSE on March 1, 2018, vest in four equal annual installments beginning on March 1, 2019 and have a maximum term of 10 years. Stock options are not eligible for dividends or dividend equivalents.

  122. Settlement of previously granted PSU awards

    Settlement of previously granted PSU awards In 2019, following the completion of the three-year performance period of 2016-2018, Mastercard settled the PSU awards that were granted in 2016. In February 2016, for purposes of funding the PSU awards and to maximize their tax deductibility under Section 162(m) of the code, the HRCC established a target based on average return on equity (“ROE”) over the three-year performance period. At this time, the HRCC also determined that the payout rate for the 2016 PSUs would be tied to performance against three-year adjusted net revenue and adjusted EPS goals and modified by Mastercard’s relative TSR performance against S&P 500 companies. The following table shows the performance assessment against the adjusted net revenue and adjusted EPS metrics:

  123. Settlement of previously granted PSU awards

    | Measurement | Threshold | Target | Maximum | Actual | Score | | Three-year adjusted net revenue CAGR(1) | 7% | 11% | 16% | 13.2% | 122% | | Three-year adjusted EPS CAGR(2) | 11% | 16% | 20% | 23.8% | 150% | | Average of net revenue and EPS score (pre-TSR score) | | | | | 136% |

  124. Settlement of previously granted PSU awards

    | Results shown differ from net revenue compound annual growth rate (“CAGR”) under GAAP because they exclude the impact of acquisitions, translational impacts of foreign currency with respect to the euro and Brazilian real by remeasuring 2015 results at current period rates and accounting changes related to revenue recognition.(1) |

  125. Settlement of previously granted PSU awards

    | Results shown differ from EPS CAGR under GAAP because they exclude the impact of acquisitions, translational impacts of foreign currency with respect to the euro and Brazilian real by remeasuring 2015 results at current period rates, litigation provisions, accounting changes related to revenue recognition, changes to U.S. tax legislation, contribution to the Mastercard Impact Fund, certain discrete tax and other one-time items. The actual impact on EPS from share buybacks versus the initial assumed impact did not result in any change to the final PSU payout.(2) |

  126. Settlement of previously granted PSU awards

    The following table shows the relative TSR performance assessment, which provides for up to a +/- 50 percentage point adjustment, and the final PSU payout score, which could range from 0%-200% of target:

  127. Settlement of previously granted PSU awards

    | Measurement | Threshold (50% modifier) | Target (100% modifier) | Maximum (150% modifier) | Actual result | Pre-TSR score (a) | Modifier (b) | | Three-year relative TSR modifier | 25th percentile | 50th percentile | 75th percentile | 95th percentile | 136% | 150% | | | (TSR of -1.6%) | (TSR of 26.8%) | (TSR of 55.2%) | (TSR of 100.6%) | | | | Payout rate (a x b) | | | | | 200% | |

  128. Settlement of previously granted PSU awards

    Based on Mastercard’s three-year average ROE over the performance period, the 2016 PSUs funded at the maximum level of 200% of target, for purposes of maximizing their tax deductibility under Section 162(m). As set forth in the tables above, the 2016 PSU payout rate was 204% of target, exceeding the plan maximum of 200%. As a result, the 2016 PSUs were earned at the maximum level of 200% of target.

  129. Settlement of previously granted PSU awards

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  130. Settlement of previously granted PSU awards

    Other elements of compensation In addition to the primary elements of total direct compensation described above, the NEOs may be eligible for the programs and benefits described below. The compensation related to these programs and benefits is provided in columns (h) and (i) of the Summary Compensation Table.

  131. Benefit programs

    Allowance equal to 5% of their annual base pay that can be used to purchase additional vacation days and coverage for dental, family medical and life insurance. Peer group The HRCC, with assistance from the independent compensation consultant and input from management, establishes Mastercard’s peer group. The selection process begins with a list of potential peer companies, which is filtered using various criteria to determine the final list of peer companies. The following outlines the process that is undertaken by the HRCC to select the peer group, as well as the resulting list of peer companies, used for market comparisons, benchmarking and setting executive compensation for 2018:

  132. Benefit programs

    | 1 | Consider initial list of companies | 2 | Utilize an objective set of screens to create the list of potential peer companies | 3 | Apply secondary list of screens to select the final peer group that in aggregate satisfies the desired objectives | | Initial list: • Companies in similar industries • Competitors for executive talent • Companies that consider Mastercard a peer, are peers of our direct competitors or are considered to be our peers by third parties (i.e., analysts and proxy advisors) | | Size screens: • Revenue, market cap and market cap to revenue ratio Performance screens: • Revenue growth, operating margin Business screens: • Industry relevance, global presence | | Secondary screens: • Company strategy, technology-focused companies, international and global brands, consulting services companies | |

  133. Benefit programs

    The compensation consultant used the peer group to develop the market data materials that were provided to the HRCC to assist in the 2018 executive compensation decision- making process. Mastercard’s relative size rank within the peer group used for 2018 compensation decision making is shown below: Note: As of year-end 2018. The HRCC reviews the peer group annually and last approved changes in 2016 effective for 2017 and 2018. In 2018, following its annual review, the HRCC approved the following changes effective for 2019 compensation decision making:

  134. Benefit programs

    While the HRCC relies on the peer group analysis to provide market data and relevant trend information, it does not consider the peer group analysis as a substitute for its collective business judgment. 2019 compensation decisions In February 2019, the HRCC made several compensation-related decisions with respect to our executives, including the NEOs. Using the methodology that we discussed earlier in the section titled “Total direct compensation for NEOs” and the process we earlier described in “Annual compensation decision-making participants and process” the HRCC approved the 2019 target compensation and performance targets for the year ending December 31, 2019 that will be used to determine cash incentive awards that may be paid to NEOs under the SEAICP and for the 2019 PSU awards. There were no material changes to the design of the annual or long-term incentive plans. The HRCC approved an increase to the annual base salaries for Messrs. Vosburg and Murphy to $625,000 and for Mr. Caldart to $600,000, each effective March 1, 2019. The base salaries for all other NEOs remained unchanged. The 2019 annual incentive award opportunities (as a percentage of base salary) under the SEAICP were increased for Messrs. Banga, Vosburg and Caldart to 250%, 125% and 115%, respectively. LTIP awards for 2019 were higher than 2018 due to strong company and individual performance. The HRCC determined to recognize the company’s strong performance in 2018 primarily through a larger PSU award. On March 1, 2019, the HRCC granted the following aggregate dollar amounts of PSUs and stock options under our LTIP to each NEO:

  135. Benefit programs

    | Name | Performance stock units | Stock options | Total | | Ajay Banga | $8,550,000 | $7,450,000 | $16,000,000 | | Martina Hund-Mejean | $2,775,000 | $2,375,000 | $5,150,000 | | Craig Vosburg | $1,730,000 | $1,500,000 | $3,230,000 | | Tim Murphy | $1,605,000 | $1,400,000 | $3,005,000 | | Gilberto Caldart | $880,000 | $750,000 | $1,630,000 |

  136. Benefit programs

    The PSU design for the 2019 awards is generally consistent with the 2018 design (you can find more information on pg 75). The number of PSUs awarded was converted from the dollar amounts shown above using the closing stock price on the date of grant, which was $227.25, a change from previous methodology of using the grant date fair value to convert awards from dollar values to number of PSUs. The PSU awards are not eligible for dividends or dividend equivalents prior to vesting. Vesting of the shares underlying the PSUs will occur, if at all, on February 28, 2022 unless earlier forfeited or accelerated in the event of death or qualifying termination in the event of a change in control. The ultimate number of shares to be released on the payment date will be based on achievement of adjusted net revenue, adjusted earnings per share and relative TSR targets determined by the HRCC for the three-year performance period. In a design change for 2019, the shares issuable upon vesting of the PSUs are subject to a mandatory one-year deferral period and will generally not be paid until February 28, 2023. The vested PSU awards are eligible for dividend equivalents during the mandatory one-year deferral period. The stock option awards have an exercise price of $227.25 per share, which was the closing price of Class A common stock on the NYSE on March 1, 2019 and will vest in four equal annual installments beginning on March 1, 2020. Additional compensation program features and policies

  137. Stock option grant practices

    Stock option grant practices The HRCC has adopted a policy with respect to equity awards that contains procedures to prevent stock option backdating or other timing issues. Under the policy, the HRCC has exclusive authority to grant equity awards to our NEOs. The policy provides that the HRCC will approve annual equity grants to employees at a meeting prior to March 1 of each year, with the dollar amount for such awards to be set at such meeting and grants to be made effective as of and with an exercise price reflecting the closing price of our Class A common stock on the NYSE on March 1 of each year. If March 1 falls on a weekend, the exercise price for any stock options granted will be the closing price of the stock on the last trading day prior to March 1. Grants of equity awards to new or newly promoted employees or for other special events may be made at other times in the year. These off-cycle grants are issued using an exercise price that reflects the closing price of our Class A common stock on the effective date of the grant.

  138. Clawbacks

    Clawbacks In the event of an accounting restatement of materially inaccurate financial results, the SEAICP and LTIP, as well as the PSU grant agreements, include clawback provisions under which the company may recover performance-based compensation in excess of the amounts that would have been paid or earned based on the restated financial results. The PSU clawback is designed to recoup the shares awarded or, in the event the shares have been sold or transferred, the net proceeds from that sale or transfer. Beginning in 2019, the SEAICP and all equity award agreements include a provision allowing the company to recover compensation in cases where detrimental behavior causes material reputational or other harm to the company. Our NEOs’ participation in the LTIP, our long-term incentive plan, is conditioned upon signing a non-solicitation, non-competition and non-disclosure agreement with Mastercard. The non-competition covenant is effective for 12 months, and the non-solicitation covenant is effective for 24 months (18 months, in Ms. Cairns’ case) after termination from Mastercard. The agreement also contains a provision for the recovery by Mastercard, in the event of a violation of the non-solicitation, non-competition or non-disclosure covenants, of gains realized from stock options exercised during the two-year period prior to the date of the violation and the value of any stock awards other than stock options that vested in the two-year period prior to the violation or, to the extent no such stock award vested during that period, the gross amount of annual incentive payouts under the SEAICP.

  139. Severance agreements

    Severance agreements Mastercard has entered into an employment agreement with Ms. Hund-Mejean and, effective June 1, 2018, has entered into an amended employment agreement with Ms. Cairns, which agreements each provide severance under specified circumstances. Messrs. Banga, Vosburg and Murphy are each covered by our standard severance and change in control plans for key executives. When making compensation decisions for the NEOs, the HRCC generally does not specifically consider the potential payments that may be made in the future to the NEOs in the event of termination of employment or in connection with a change in control. The employment agreements provide a general framework for compensation, setting minimum levels of compensation, job responsibilities and severance arrangements governing the obligations of the parties following a termination of employment (either in connection with, or independent of, a change in control of Mastercard), and the potential severance payments to Ms. Hund-Mejean under her employment agreement were approved as part of the overall employment agreement after consideration by Mastercard of the need to attract this key executive and encourage retention in the face of the potential disruptive impact of a termination of employment (either in connection with, or independent of, a change in control of Mastercard). Similarly, the potential severance payments to Ms. Cairns under her amended employment agreement were approved in order to reflect her change in role and to retain this key executive following her appointment as Vice Chairman, effective June 1, 2018. In addition, Mastercard believes that severance payments provide an appropriate incentive for executives to comply with the non-competition, non-solicitation and non-disclosure restrictions following a termination of employment. Moreover, the benefits provided to the NEOs in the event of

  140. Severance agreements

    | 2019 MASTERCARD PROXY | 81 |

  141. Severance agreements

    termination of employment in connection with a change in control of Mastercard are designed to allow the executives to assess takeover bids objectively and to maintain their sole focus on keeping the interests of stockholders the top priority. You can find further discussion of these severance arrangements in the “Potential payments upon termination or change in control” section that follows this CD&A.

  142. Tax implications – deductibility of executive compensation

    Tax implications – deductibility of executive compensation As part of its role, the HRCC reviews and considers the limitations on the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code. As amended by the Tax Cuts and Jobs Act of 2017 (“TCJA”), for tax years beginning after December 31, 2017, Section 162(m) limits to $1 million the federal income tax deduction allowed for annual individual compensation paid to our Chief Executive Officer, Chief Financial Officer, and certain other current and former executive officers. Prior to the enactment of the TCJA, Section 162(m)’s deduction limit included an exception for “performance-based” compensation that permitted qualifying compensation to be deductible even if it exceeded the $1 million limit, and SEAICP awards, stock options and PSUs granted to our NEOs were intended to so qualify. However, as of January 1, 2018, compensation paid to our NEOs in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. Notwithstanding these tax changes, the HRCC believes that its primary responsibility is to provide a compensation program that attracts, retains and rewards the executive talent needed for Mastercard’s success and that a significant portion of our NEOs’ compensation should continue to be tied to Mastercard’s performance. Therefore, the changes to Section 162(m) have not significantly impacted the design of our compensation program to date. Compensation Committee report The HRCC has reviewed and discussed the CD&A with management, and, based on such review and discussions, the HRCC recommended to the Board that the CD&A be included in this Proxy statement, which has been incorporated by reference to Mastercard’s 2018 Form 10-K.

  143. Human Resources & Compensation Committee

    | Name and principal position | Year | Salary ($) | Bonus ($) | Stock awards ($) | Option awards ($) | Non-equity incentive plan compensation ($) | Change in pension value and non-qualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | | (a) | (b) | (c) | (d) | (e)(1) | (f)(2) | (g)(3) | (h) | (i)(4) | (j) | | Ajay Banga President and Chief Executive Officer | 2018 | 1,250,000 | — | 6,750,004 | 6,749,972 | 5,288,090 | — | 341,287 | 20,379,353 | | | 2017 | 1,241,667 | — | 6,250,006 | 6,250,027 | 4,712,500 | — | 230,268 | 18,684,468 | | | 2016 | 1,200,000 | — | 5,750,003 | 5,749,990 | 4,032,000 | — | 160,063 | 16,892,056 | | Martina Hund-Mejean Chief Financial Officer | 2018 | 750,000 | — | 2,375,140 | 2,374,981 | 1,921,064 | — | 73,400 | 7,494,585 | | | 2017 | 741,667 | — | 2,125,040 | 2,125,038 | 1,582,033 | — | 67,800 | 6,641,578 | | | 2016 | 691,667 | — | 1,875,053 | 1,875,019 | 1,308,125 | — | 63,409 | 5,813,273 | | Craig Vosburg President, North America | 2018 | 600,000 | — | 1,350,046 | 1,350,027 | 1,361,536 | — | 57,556 | 4,719,165 | | | 2017 | 591,667 | — | 1,150,011 | 1,149,987 | 975,000 | — | 52,519 | 3,919,184 | | Tim Murphy General Counsel | 2018 | 600,000 | — | 1,200,016 | 1,200,006 | 1,413,903 | — | 57,556 | 4,471,481 | | Gilberto Caldart President, International | 2018 | 535,417 | — | 500,101 | 499,962 | 969,650 | — | 1,347,143 | 3,852,273 | | Ann Cairns(5) Former President, International | 2018 | 520,805 (6) | — | 1,775,019 | 1,775,060 | 430,336 | — | 1,507 | 4,502,727 | | | 2017 | 593,759 | — | 1,775,075 | 1,774,998 | 1,155,847 | — | 1,720 | 5,301,399 | | | 2016 | 609,427 | — | 1,625,089 | 1,625,007 | 1,087,502 | — | 22,619 | 4,969,644 |

  144. Human Resources & Compensation Committee

    | Represents stock options granted during 2018 and vest in 25% increments on March 1 of each of 2019, 2020, 2021 and 2022. See the Grants of plan-based awards in 2018 table for more information.(10) |

  145. Definitions

    Definitions Cause Defined as (a) willful failure of the executive to perform duties or responsibilities (other than due to disability); (b) engagement in serious misconduct that is injurious to Mastercard, including, but not limited to, damage to its reputation or standing in the industry; (c) conviction of, or entering into a plea of guilty or nolo contendere to, a crime that constitutes a felony or a crime that constitutes a misdemeanor involving moral turpitude; (d) the material breach of any written covenant or agreement with Mastercard International not to disclose any information pertaining to Mastercard International; or (e) the breach of our Code of Conduct, the Supplemental Code of Ethics, any material provision of the employment agreement or any material provision of other specified Mastercard or Mastercard International policies. Notice of termination for Cause must state the date of termination and identify the grounds upon which termination is based.

  146. Definitions

    | 2019 MASTERCARD PROXY | 93 |

  147. Definitions

    Good Reason Defined as: (a) the assignment to a position for which the executive is not qualified or a materially lesser position than the position held; (b) a material reduction in annual base salary other than a 10% or less reduction, in the aggregate, over the term of employment; (c) the relocation of the executive’s principal place of employment to a location more than 50 miles from his or her principal place of employment; and (d) for Mr. Banga and Ms. Hund-Mejean, the failure by Mastercard International to obtain an agreement from any successor to Mastercard International to assume and agree to perform any employment agreement between the executive and Mastercard International. Change in Control Defined as the occurrence of any of the following events (other than by means of a public offering of Mastercard Incorporated’s equity securities):

  148. Definitions

    | the acquisition by any person of beneficial ownership of more than 30% of the voting power of the then outstanding equity shares of Mastercard (the “Outstanding Registrant Voting Securities”), subject to specified exceptions(a) |

  149. Definitions

    | a change in the composition of the Board that causes less than a majority of Mastercard’s directors then in office to be members of the Board, subject to specified exceptions(b) |

  150. Definitions

    | consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of Mastercard’s assets or the purchase of assets or stock of another entity (a “Business Combination”), in each case, unless immediately following such Business Combination (1) all or substantially all of the persons who were the beneficial owners of the Outstanding Registrant Voting Securities immediately prior to such Business Combination will beneficially own more than 50% of the then outstanding voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity resulting from such Business Combination in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Registrant Voting Securities, (2) no person will beneficially own more than a majority of the voting power of the then outstanding voting securities of such entity except to the extent that such ownership of Mastercard existed prior to the Business Combination and (3) at least a majority of the members of the board of directors of the entity resulting from such Business Combination will have been members of the(c) |

  151. Definitions

    incumbent Mastercard Board at the time of the initial agreement, or an action of Mastercard’s Board, providing such Business Combination

  152. Definitions

    | approval by Mastercard’s stockholders of a complete liquidation or dissolution of Mastercard(d) |

  153. Definitions

    Retirement Defined in the LTIP as voluntary termination of employment on or after the earliest of: (i) attaining age 65 while in service and completing two years of service, (ii) attaining age 60 while in service and completing five years of service, and (iii) attaining age 55 while in service and completing 10 years of service. Potential payments tables The following pages display the potential payments upon termination of employment, including in connection with a Change in Control of Mastercard, for each of the NEOs assuming the event took place on December 31, 2018. Following the tables are footnotes that provide additional information with respect to other potential payments and benefits. In the tables, the equity awards shown for the NEO represent the value of unvested RSUs, PSUs and stock options that would vest or continue to vest in the event of termination or Change in Control, as applicable, based on the $188.65 per share closing price of Class A common stock on the NYSE on December 31, 2018. In the event of a Change in Control, outstanding awards continue to vest in accordance with the terms of the grant, but in the case of PSUs only to the extent the achievement of the relevant performance goals can continue to be measured subsequent to the Change in Control. To the extent achievement of the relevant performance goals can no longer be measured, the performance goals no longer apply and the NEO’s unvested PSUs would vest, in accordance with the terms of such grants on February 28, 2018, February 28, 2019 and February 28, 2020, respectively, conditioned upon the NEO’s continued employment with Mastercard, as of those dates, and would be paid at a target level of performance. In the event that, within six months preceding, or two years following, a Change in Control, the NEO is terminated without Cause or resigns with Good Reason, all of the NEO’s then unvested stock options, RSUs and PSUs would vest immediately, and in the case of PSUs, would be payable at a target level of performance. If an NEO who is retirement-eligible (as defined in the LTIP) is terminated without Cause (other than in connection with a Change in Control) or voluntarily resigns (with Good Reason or otherwise), or if an NEO has a

  154. Definitions

    | 94 | 2019 MASTERCARD PROXY |

  155. Definitions

    qualifying termination due to disability (as defined in the LTIP or applicable award agreement), all unvested RSUs, PSUs and stock options would continue to vest according to the terms of the award. If an NEO who is not retirement-eligible is terminated without Cause or terminates his or her employment for Good Reason (other than in connection with a Change in Control), all unvested RSUs, PSUs and stock options would be forfeited. However, beginning with RSUs and PSUs granted in 2017, if an NEO has a job elimination (as defined in the applicable award agreements), a pro rata portion of the awards would continue to vest according to the terms of the award. In the event of the NEO’s death, all unvested RSUs, PSUs (at a target level of performance) and stock options held by the NEO would immediately become vested.

  156. Definitions

    | | Ajay Banga | | | | | | | Benefit | Death | Disability | For Cause | Voluntary | Without Cause / with Good Reason | Termination following Change in Control | | Cash Severance(1) | $— | $— | $— | $— | $8,696,616 | $10,851,854 | | Annual Incentive Award | $2,500,000 | $5,288,090 | $— | $— | $5,288,090 | $5,288,090 | | Unvested Equity(2) | | | | | | | | Restricted Stock Units | $— | $— | $— | $— | $— | $— | | Unexercisable Options | $42,085,573 | $42,085,573 | $— | $— | $— | $42,085,573 | | Performance Stock Units | $26,791,696 | $26,791,696 | $— | $— | $7,270,382 | $26,791,696 | | Total | $68,877,269 | $68,877,269 | $— | $— | $7,270,382 | $68,877,269 | | Other Benefits(3) | | | | | | | | Health and Welfare | $— | $— | $— | $— | $27,306 | $27,306 | | Outplacement | $— | $— | $— | $— | $45,000 | $45,000 | | Total | $— | $— | $— | $— | $72,306 | $72,306 | | Total | $71,377,269 | $74,165,359 | $— | $— | $21,327,394 | $85,089,519 |

  157. Definitions

    | 2019 MASTERCARD PROXY | 95 |

  158. Definitions

    | | Martina Hund-Mejean | | | | | | | Benefit | Death | Disability | For Cause | Voluntary(4) | Without Cause/ with Good Reason/ Non-Renewal | Termination following Change in Control | | Cash Severance(1) | $— | $— | $— | $— | $4,236,858 | $4,236,858 | | Annual Incentive Award | $937,500 | $937,500 | $— | $1,921,064 | $1,921,064 | $1,921,064 | | Unvested Equity(2) | | | | | | | | Restricted Stock Units | $— | $— | $— | $— | $— | $— | | Unexercisable Options | $13,898,769 | $13,898,769 | $— | $13,898,769 | $13,898,769 | $13,898,769 | | Performance Stock Units | $9,011,622 | $9,011,622 | $— | $9,011,622 | $9,011,622 | $9,011,622 | | Total | $22,910,391 | $22,910,391 | $— | $22,910,391 | $22,910,391 | $22,910,391 | | Other Benefits(3) | | | | | | | | Health and Welfare | $— | $— | $— | $— | $37,985 | $37,985 | | Outplacement | $— | $— | $— | $— | $45,000 | $45,000 | | Total | $— | $— | $— | $— | $82,985 | $82,985 | | Total | $23,847,891 | $23,847,891 | $— | $24,831,455 | $29,151,298 | $29,151,298 |

  159. Definitions

    | | Ann Cairns(5) | | | | | | | Benefit | Death | Disability | For Cause | Voluntary(4) | Without Cause/ with Good Reason | Termination following Change in Control | | Cash Severance(1) | $— | $— | $— | $— | $2,536,908 | $2,536,908 | | Annual Incentive Award | $336,130 | $336,130 | $— | $515,141 | $430,333 | $430,333 | | Unvested Equity(2) | | | | | | | | Restricted Stock Units | $— | $— | $— | $— | $— | $— | | Unexercisable Options | $11,606,392 | $11,606,392 | $— | $11,606,392 | $11,606,392 | $11,606,392 | | Performance Stock Units | $7,474,313 | $7,474,313 | $— | $7,474,313 | $7,474,313 | $7,474,313 | | Total | $19,080,705 | $19,080,705 | $— | $19,080,705 | $19,080,705 | $19,080,705 | | Other Benefits(3) | | | | | | | | Health and Welfare | $— | $— | $— | $— | $— | $— | | Outplacement | $— | $— | $— | $— | $— | $— | | Total | $— | $— | $— | $— | $— | $— | | Total | $19,416,835 | $19,416,835 | $— | $19,595,846 | $22,047,946 | $22,047,946 |

  160. Definitions

    | 96 | 2019 MASTERCARD PROXY |

  161. Definitions

    | | Craig Vosburg | | | | | | | Benefit | Death | Disability | For Cause | Voluntary | Without Cause/ with Good Reason | Termination following Change in Control | | Cash Severance(1) | $— | $— | $— | $— | $2,297,219 | $2,864,059 | | Annual Incentive Award | $690,000 | $690,000 | $— | $— | $1,361,536 | $1,361,536 | | Unvested Equity(2) | | | | | | | | Restricted Stock Units | $— | $— | $— | $— | $— | $— | | Unexercisable Options | $6,000,471 | $6,000,471 | $— | $— | $— | $6,000,471 | | Performance Stock Units | $4,386,490 | $4,386,490 | $— | $— | $1,362,808 | $4,386,490 | | Total | $10,386,961 | $10,386,961 | $— | $— | $1,362,808 | $10,386,961 | | Other Benefits(3) | | | | | | | | Health and Welfare | $— | $— | $— | $— | $26,979 | $26,979 | | Outplacement | $— | $— | $— | $— | $45,000 | $45,000 | | Total | $— | $— | $— | $— | $71,979 | $71,979 | | Total | $11,076,961 | $11,076,961 | $— | $— | $5,093,542 | $14,684,535 |

  162. Definitions

    | | Tim Murphy | | | | | | | Benefit | Death | Disability | For Cause | Voluntary | Without Cause/ with Good Reason | Termination following Change in Control | | Cash Severance(1) | $— | $— | $— | $— | $2,242,524 | $2,825,878 | | Annual Incentive Award | $690,000 | $690,000 | $— | $— | $1,413,903 | $1,413,903 | | Unvested Equity(2) | | | | | | | | Restricted Stock Units | $— | $— | $— | $— | $— | $— | | Unexercisable Options | $6,398,092 | $6,398,092 | $— | $— | $— | $6,398,092 | | Performance Stock Units | $4,191,426 | $4,191,426 | $— | $— | $1,191,136 | $4,191,426 | | Total | $10,589,518 | $10,589,518 | $— | $— | $1,191,136 | $10,589,518 | | Other Benefits(3) | | | | | | | | Health and Welfare | $— | $— | $— | $— | $29,168 | $29,168 | | Outplacement | $— | $— | $— | $— | $45,000 | $45,000 | | Total | $— | $— | $— | $— | $74,168 | $74,168 | | Total | $11,279,518 | $11,279,518 | $— | $— | $4,921,731 | $14,903,467 |

  163. Definitions

    | 2019 MASTERCARD PROXY | 97 |

  164. Definitions

    | | Gilberto Caldart | | | | | | | Benefit | Death | Disability | For Cause | Voluntary(4) | Without Cause/ with Good Reason | Termination following Change in Control | | Cash Severance(1) | $— | $— | $— | $— | $1,918,346 | $2,457,102 | | Annual Incentive Award | $550,000 | $550,000 | $— | $969,650 | $969,650 | $969,650 | | Unvested Equity(2) | | | | | | | | Restricted Stock Units | $— | $— | $— | $— | $— | $— | | Unexercisable Options | $2,908,696 | $2,908,696 | $— | $2,908,696 | $2,908,696 | $2,908,696 | | Performance Stock Units | $1,874,804 | $1,874,804 | $— | $1,874,804 | $1,874,804 | $1,874,804 | | Total | $4,783,500 | $4,783,500 | $— | $4,783,500 | $4,783,500 | $4,783,500 | | Other Benefits(3) | | | | | | | | Health and Welfare | $— | $— | $— | $— | $23,833 | $23,833 | | Outplacement | $— | $— | $— | $— | $45,000 | $45,000 | | Total | $— | $— | $— | $— | $68,833 | $68,833 | | Total | $5,333,500 | $5,333,500 | $— | $5,753,150 | $7,740,329 | $8,279,085 |

  165. Definitions

    | For Mr. Banga, the amount relating to severance payable other than in connection with a Change in Control reflects payment over an 18-month period and is equal to 1.5 times the sum of the executive’s 2018 base salary plus bonus paid for services in 2017 (although Mastercard has discretion to provide such cash severance for up to 24 months). For Ms. Hund-Mejean, the amount would be paid over a 24-month period and is equal to two times the sum of the executive’s 2018 base salary and a two-year average of bonus paid for services in 2016 and 2017, whether the termination was in connection with a Change in Control or not. Represents present value of severance award to be given in 24 equal monthly installments for Ms. Hund-Mejean and 18 equal monthly installments for all other executives. The amount reflects payment delays due to IRC Section 409A. For Ms. Cairns, the amount reflects base salary continuation for 18 months, based on her salary as of May 31, 2018 and an amount equal to 1.5 times her bonus paid in 2017, whether the termination was in connection with a Change in Control or not. For Messrs. Banga, Vosburg, Murphy and Caldart, the amounts payable in connection with a Change in Control would be paid over a 24-month period and is equal to two times the sum of the executive’s 2018 base salary and the average of bonus paid for services in 2016 and 2017. For all NEOs, cash severance reflects the present value of this calculation using a discount rate of 3.32%, equal to 120% of the semiannual applicable short-term federal rates for December 2018.(1) |

  166. Definitions

    | For the PSU in the “Without Cause/with Good Reason” column, the amount reflects pro rata vesting for the 2017 and 2018 award only. For the PSUs in the “Change in Control” column, the amount reflects a Change in Control of Mastercard in which the company thereafter is unable to assess its performance against the specified objectives. Accordingly, consistent with the terms of the PSU awards, the amounts represented in the “Death” and “Change in Control” columns represent target level of performance (with respect to awards granted in 2016, 2017 and 2018), as do the amounts in the Disability column. Further details with respect to these awards are included in Note 15 (“Share-Based Payments”) to Mastercard’s audited financial statements for the year ended December 31, 2018 included in the 2018 Form 10-K.(2) |

  167. Definitions

    | Includes continued health and welfare benefits; namely, health coverage, dental coverage, vision coverage, individual life insurance and individual disability insurance for 18 months following termination and outplacement assistance.(3) |

  168. Definitions

    | Amounts are included in the Voluntary column for Mses. Hund-Mejean and Cairns and Mr. Caldart because each has satisfied the age and service requirements for retirement eligibility.(4) |

  169. Definitions

    | For Ms. Cairns, cash amounts are translated using an exchange rate of 1.3366 U.S. dollars per British pound (calculated as described in footnote 5 of the Summary Compensation Table).(5) |

  170. Definitions

    | 98 | 2019 MASTERCARD PROXY |

  171. Definitions

    Equity compensation plan information The table below presents information as of December 31, 2018 for the LTIP and our Amended and Restated 2006 Non-Employee Director Equity Compensation Plan, both of which previously have been approved by stockholders. Mastercard does not have any equity compensation plans that have not been approved by stockholders.

  172. Definitions

    | Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a)) | | | (a) | (b) | (c) | | Equity compensation plans approved by stockholders | 12,091,032 1, 2 | $93.47 | 53,569,040 | | Equity compensation plans not approved by stockholders | — | $— | — | | Total | 12,091,032 (1)(2) | | 53,569,040 |

  173. Definitions

    | The LTIP authorizes the issuance of stock options, restricted stock, RSUs, PSUs and other stock-based awards, and our Amended and Restated 2006 Non-Employee Director Equity Compensation Plan authorizes the issuance of DSUs and other awards provided for by the LTIP, such as restricted stock. Of the total number of shares: (a) 7,632,620 shares may be issued pursuant to outstanding stock options; (b) 3,721,073 shares may be issued pursuant to outstanding RSUs; (c) 632,792 shares may be issued pursuant to outstanding PSUs (see footnote (2) below); and (d) 104,547 shares may be issued pursuant to outstanding DSUs.(1) |

  174. Definitions

    | The number of shares to be issued pursuant to outstanding PSUs represents the aggregate number of PSUs granted in each of 2016, 2017 and 2018, corresponding to the number of shares of our Class A common stock. The PSUs are based on the expected performance over the three-year period ending December 31, 2018, 2019 and 2020, respectively. The PSUs to be issued will be based on actual performance levels up to a maximum of 200%.(2) |

  175. Definitions

    | The weighted-average exercise price of outstanding options, warrants and rights excludes the RSUs, PSUs and DSUs.(3) |

  176. Definitions

    | 2019 MASTERCARD PROXY | 99 |

  177. Definitions

    CEO pay ratio disclosure Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of SEC Regulation S-K, we are required to provide the ratio of the annual total compensation of our CEO, Mr. Banga, to the median annual total compensation of all our employees, except our CEO. For 2018, the annual total compensation of our identified median employee (that is, the median employee across all employees of the company other than the CEO) was $121,897, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which includes base pay, incentive compensation, long-term incentive awards and matching pension contributions made by the company, as well as the change in pension value during 2018. Mr. Banga’s annual total compensation for 2018 as reported in the Summary Compensation Table was $20,379,353. Accordingly, for 2018, the ratio of the compensation of our CEO to the compensation for our median employee was estimated to be 167 to 1. Consistent with last year, we used the following methodology to identify the median employee:

  178. Definitions

    | • | We collected employee data of all employees globally, whether employed on a full-time, part-time or temporary basis as of December 31, 2018 |

  179. Definitions

    | • | We annualized the compensation of all new employees (other than temporary employees) who were hired by the company between January 1 and December 31, 2018 to reflect their estimated compensation over the entire year |

  180. Definitions

    | • | We applied an exchange rate as of December 1, 2018 to convert all international currencies into U.S. dollars |

  181. Definitions

    | • | We used total base pay and annual bonus target as of December 31, 2018 and actual long-term incentive award granted in 2018 as our consistently applied compensation measure |

  182. Definitions

    We believe our pay ratio presented above is a reasonable estimate. As SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, estimates and assumptions, our pay ratio may not be comparable with the pay ratios reported by other companies. Furthermore, the SEC has stated that it did not believe a purpose of the pay ratio rule was to facilitate comparisons among companies. Compensation committee interlocks and insider participation None of the members of the HRCC has ever served as an officer or employee of Mastercard or had any disclosable related person transaction in which Mastercard was a participant during the last fiscal year. In addition, no executive officer of Mastercard served on the compensation committee or board of directors of a company for which any of our directors serves as an executive officer.

  183. Definitions

    | 100 | 2019 MASTERCARD PROXY |

  184. Definitions

    | Proposal 2: Advisory approval of Mastercard’s executive compensation | The Board of Directors unanimously recommends that stockholders vote “FOR” the advisory approval of our executive compensation as disclosed in this proxy statement | |

  185. Definitions

    We are asking stockholders to approve an advisory (non-binding) resolution on the compensation of our NEOs. As previously described in detail in the CD&A, our compensation and benefit programs are significantly performance based and are designed to attract, retain and motivate our NEOs, who are critical to our success, and to align their interests with those of our stockholders. Our Board continues to believe that our executive compensation program and policies are effective in achieving these core principles. The HRCC routinely reviews the compensation and benefit programs for our NEOs to ensure that they achieve the desired goals of closely aligning our executive compensation with performance and with our stockholders’ interests. These reviews have resulted in a number of changes over the last several years. We are asking stockholders to indicate their support for our NEO compensation as described in this proxy statement. This proposal, commonly known as a say-on-pay proposal, gives stockholders the opportunity to endorse or not endorse our executive compensation. This vote is not intended to address any specific item of compensation but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement. Accordingly, we are asking stockholders to vote “FOR” the following resolution at the Annual Meeting: “RESOLVED, that the compensation paid to Mastercard’s named executive officers, as disclosed in this proxy statement pursuant to the SEC rules, including the Compensation discussion and analysis, compensation tables and any related narrative discussion, is hereby approved.” Because this vote is advisory, it will not be binding on Mastercard, the Board or the HRCC. However, the Board and the HRCC value the opinions of our stockholders and will review and consider the voting results when considering our executive compensation program. Our Board has determined to hold annual say-on-pay advisory votes. Unless the Board determines otherwise, the next say-on-pay advisory vote will be held at our 2020 annual meeting of stockholders.

  186. Definitions

    | For an understanding of our executive compensation program information and, in particular, the changes we made this year, we strongly encourage you to read: • “Compensation discussion and analysis” (pgs 64-82) • “Summary Compensation Table” and additional compensation tables (pgs 83-98) |

  187. Definitions

    | 2019 MASTERCARD PROXY | 101 |

  188. Definitions

    | | Audit | | 06 | This section describes the factors we considered in making our recommendation that stockholders ratify our selection of PricewaterhouseCoopers as our independent registered public accounting firm for 2019. |

  189. Definitions

    | 102 | 2019 MASTERCARD PROXY |

  190. Definitions

    | Proposal 3: Ratification of the appointment of independent registered public accounting firm for 2019 | The Board of Directors unanimously recommends that stockholders vote “FOR” ratification of the appointment of PricewaterhouseCoopers LLP as Mastercard’s independent registered public accounting firm for 2019 | |

  191. Definitions

    The Audit Committee is responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit Mastercard’s financial statements. The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm to audit the financial statements of Mastercard Incorporated and its subsidiaries for the year ending December 31, 2019. PwC has served as our independent registered public accounting firm since 1989. The Audit Committee conducted its annual evaluation of PwC, considering the factors described in the Audit Committee Report below. Based on this evaluation, the committee believes that the continued retention of PwC to serve as our independent registered public accounting firm is in the best interests of Mastercard and our stockholders, and a resolution will be presented at the Annual Meeting to ratify PwC’s appointment. Although ratification is not required by applicable laws, our by-laws or otherwise, the Board is submitting the selection of PwC to our stockholders for ratification because we value your views on our independent registered public accounting firm. The Audit Committee intends to carefully consider the results of the vote. If the stockholders do not ratify the appointment of PwC, the committee will reconsider PwC’s selection. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if the committee determines that such a change would be in the best interests of Mastercard and our stockholders. A PwC representative is expected to be present at the Annual Meeting and will have the opportunity to make a statement and be available to respond to appropriate questions. Auditor’s services and fees Audit Committee pre-approval of audit and non-audit services The Audit Committee and Mastercard have adopted policies and procedures pertaining to the provision by Mastercard’s independent registered public accounting firm of any audit or non-audit services. The policies and procedures in place specifically require Audit Committee pre-approval of all audit and non-audit services. In addition, proposed services of the independent registered public accounting firm materially exceeding any pre-approved project scope, terms and conditions or cost levels require prior approval by the Audit Committee. Any proposed engagement that does not fit within the definition of a pre-approved service may be presented to the Audit Committee Chairman and to the committee at its next regular meeting. The Audit Committee may delegate power to its chairman to pre-approve, in certain circumstances, any engagements or changes in engagements by the independent registered public accounting firm for audit or non-audit services. All fees paid to PwC in 2018 in connection with engagements were pre-approved in accordance with Mastercard’s policies and procedures. The Audit Committee and Mastercard also have adopted policies and procedures to help ensure the independence of our independent registered public accounting firm and periodically consider whether there should be a regular rotation of the firm. Further, in addition to assuring the mandated rotation of the lead audit partner in accordance with SEC rules, the Audit Committee oversees the selection of the independent registered public accounting firm’s lead engagement partner. The process for selection of the lead engagement partner involves a meeting between the Audit Committee Chairman and the candidate for the role, as well as discussions with the committee and management. We rotated our lead audit partner in 2018.

  192. Definitions

    | 2019 MASTERCARD PROXY | 103 |

  193. Definitions

    Audit fees and all other fees Set forth below are the aggregate audit and non-audit fees billed to Mastercard by PwC for 2018 and 2017 (in thousands):

  194. Definitions

    | Type of fee | Description | 2018 | 2017 | | Audit fees | For the annual integrated audit and the quarterly reviews of the consolidated financial statements. Also includes the statutory audits required for certain businesses as well as countries or jurisdictions in which we operate | $7,702 | $7,734 | | Audit-related fees | For assurance and audit-related services (but not included in the audit fees set forth above), including the internal controls review of selected information systems | $871 | $783 | | Tax fees | For tax compliance, tax advice and tax planning services | $659 | $868 | | All other fees | For accounting research tools and pre-implementation assessments | $285 | $34 | | Total | | $9,517 | $9,419 |

  195. Definitions

    Audit Committee report Mastercard’s Audit Committee operates under a written charter adopted by the Board. You can find the charter on our website at https://s2.q4cdn.com/242125233/files/doc_downloads/charters/2018/Audit-Committee-Charter.pdf. The charter details the committee’s responsibilities and practices. It is reviewed and updated annually as appropriate to reflect the committee’s evolving role and to address regulatory changes, evolving oversight practices and investor feedback. Primary responsibilities The Audit Committee assists the Board in its oversight of:

  196. Definitions

    | • | quality and integrity of Mastercard’s financial statements |

  197. Definitions

    | • | Mastercard’s compliance with legal and regulatory requirements |

  198. Definitions

    | • | qualifications, performance and independence of the independent registered public accounting firm engaged to perform the integrated |

  199. Definitions

    audit of the company

  200. Definitions

    | • | risk assessment and risk management of the company |

  201. Definitions

    | • | performance of Mastercard’s internal audit function |

  202. Definitions

    | • | quality of Mastercard’s internal controls |

  203. Definitions

    2018 actions In 2018, the Audit Committee met nine times and fulfilled its duties and responsibilities. Among other things, the committee performed the following: