DEF 14A of Mastercard Inc, Apr 26, 2024

DEF 14A of Mastercard Inc

Filed Apr 26, 2024 · FY20230001141391-24-000078

Open on EDGAR

  1. 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 and the director nominees who have each such experience or skill are indicated below. 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. The strong qualifications that make each of our director nominees highly valuable assets to our Board are described below and in the biographies that follow.

  2. Experience

    | | Skills & experience | | | | | | | | | | Diversity & gender | | | Name | Consumer | C-suite experience | Financial & risk | Global perspective | Information security | Payments | Public company board experience | Regulatory & governmental | Sustainability | Technology, digital & innovation | Race/ethnic diversity | Gender | | Janow | | | | | | | | | | | | F | | Bracher | | | | | | | | | | | | M | | Davis | | | | | | | | | | | | M | | Genachowski | | | | | | | | | | | | M | | Goh | | | | | | | | | | | | M | | Matsumoto | | | | | | | | | | | | M | | Miebach | | | | | | | | | | | | M | | Moon | | | | | | | | | | | | F | | Qureshi | | | | | | | | | | | | F | | Sulzberger | | | | | | | | | | | | F | | Talwar | | | | | | | | | | | | M | | Uggla | | | | | | | | | | | | M | | Total | 9 | 11 | 11 | 10 | 7 | 6 | 12 | 8 | 12 | 11 | 7 | 4F/8M |

  3. Experience

    | Skills & experience descriptions | | | | | | Consumer including brand, marketing and retail experience and other merchant background | | Payments including within retail banking, payments infrastructure, telecommunications, technology and data | | | C-suite experience including service as a chief executive officer at a publicly traded or private company | | Public company board experience both U.S. and non-U.S. | | | Financial & risk including risk management orientation | | Regulatory & governmental including deep engagement with regulators as part of a business and/or through positions with governments and regulatory bodies | | | Global perspective including significant experience in the geographic regions in which we operate | | Sustainability including environmental/climate change, talent and culture, and social responsibility initiatives | | | Information security including cybersecurity and data privacy | | Technology, digital & innovation including application of technology in payments, mobile and digital, as well as Internet, retail and social media experience |

  4. Experience

    | 2024 MASTERCARD PROXY | 27 |

  5. Experience

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

  6. Experience

    | Board Chair since January 2022 Former Lead Director January 2021-December 2021 Director since June 2014 Age at Annual Meeting 66 | Professor Janow brings to the Board extensive global perspective as a dean and professor of international economic law and international affairs, especially with respect to the Asia Pacific region. Her university career, public board service and other initiatives provide significant insight on technology, innovation, digital matters, cybersecurity and sustainability (including oversight of academic-related initiatives in the ESG space). She brings deep experience in dealing with governments and regulatory bodies through her past government service and her academic and legal career, as well as through her service on not-for-profits and advisory bodies. | Board committees •Nominating and Corporate Governance (chairperson) •Audit •Risk Current public company boards •Aptiv PLC (compensation and human resources committee, nominating and governance committee) Additional positions •Board member and proxy committee member of American Funds (a mutual fund family of the Capital Group) (more than 20 funds) •Member, Board of Directors (board chair), Japan Society •Member, Mitsubishi UFJ Financial Group, Inc. global advisory board •Member, Board of Directors, Peterson Institute for International Economics | Previous experience •Several leadership positions at Columbia University (since 1994), including Dean, SIPA; and chairman, Advisory Committee on Socially Responsible Investing •Member, Appellate Body of the World Trade Organization •Executive director, the International Competition Policy Advisory Committee of the U.S. Department of Justice •Deputy Assistant U.S. Trade Representative, Japan and China •Chair, Nasdaq Stock Market, Inc. Past public company boards •Nasdaq Omx Group •Trimble Inc. |

  7. Experience

    | | | | | | | | | | | | | Consumer | C-suite experience | Financial and risk | Global perspective | Information security | Payments | Public company board experience | Regulatory and governmental | Sustainability | Technology, digital and innovation | Audit Committee financial expert |

  8. Experience

    | 28 | 2024 MASTERCARD PROXY |

  9. Experience

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

  10. Experience

    | Director since September 2021 Age at Annual Meeting 65 | Mr. Bracher brings to the Board extensive payments experience and consumer insight as a former CEO and director of a publicly traded financial institution. His experience in highly regulated industries provides valuable perspective on engaging and partnering with regulators. Mr. Bracher’s extensive experience in financial services contributes strong financial understanding. As a former CEO, he brings extensive experience with respect to culture development and talent management, as well as focus on social responsibility and environmental initiatives. | Board committees •Audit •Risk Current public company boards •Itaú Unibanco Group Additional positions •Director, BM & FBOVESPA (now known as B3 — Brasil Bolsa Balcão S.A. (Brazil Stock Exchange and Over-the-Counter Market) (2009-2014) •Director, Pão de Açúcar — Companhia Brasileira de Distribuição (2005-2013) (alternate member of the Board of Directors (1999 to 2005)) | Previous experience •Several executive positions at Itaú Unibanco Group since 2004, including CEO (January 2017-February 2021); and General Director, Banco Wholesale (2015-2017) |

  11. Experience

    | | | | | | | | | | | | | Consumer | C-suite experience | Financial and risk | Global perspective | Information security | Payments | Public company board experience | Regulatory and governmental | Sustainability | Technology, digital and innovation | Audit Committee financial expert |

  12. Experience

    | 2024 MASTERCARD PROXY | 29 |

  13. Experience

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

  14. Experience

    | Director since June 2018 Age at Annual Meeting 66 | Mr. Davis brings to the Board extensive payments experience and consumer insight as former CEO of a publicly traded financial holding company and former chairman of a banking association and payments company. His experience in highly regulated industries and as a former Federal Reserve representative provides a valuable perspective on engaging and partnering with regulators. Mr. Davis’ extensive experience in financial services and his membership on public company audit and finance committees contribute strong financial understanding. As a former CEO, he brings extensive experience with respect to culture development and talent management. | Board committees •Human Resources and Compensation (chairperson) •Nominating and Corporate Governance Current public company boards •Dow Inc. (lead director, audit committee chair, corporate governance committee) •Wells Fargo & Company (risk committee) Additional positions •Trustee, Mayo Clinic | Previous experience •CEO, Make-A-Wish America (January 2019-November 2022) •Several executive positions at U.S. Bancorp (2004-2018), including Executive Chairman (April 2017-April 2018); Chairman (2007-April 2017); CEO (December 2006-April 2017); and President (2004-January 2016) Past public company boards •DowDuPont Inc. and The Dow Chemical Company (Dow Inc. predecessor boards) •U.S. Bancorp •Xcel Energy, Inc. |

  15. Experience

    | | | | | | | | | | | | | Consumer | C-suite experience | Financial and risk | Global perspective | Information security | Payments | Public company board experience | Regulatory and governmental | Sustainability | Technology, digital and innovation | Audit Committee financial expert |

  16. Experience

    | 30 | 2024 MASTERCARD PROXY |

  17. Experience

    Julius Genachowski Former Chairman, U.S. Federal Communications Commission

  18. Experience

    | Director since June 2014 Age at Annual Meeting 61 | Mr. Genachowski brings to the Board extensive regulatory and government experience, digital, technology and media expertise, information security insight, a global perspective, and engagement with both consumer and enterprise companies through a career as a senior government official, senior business executive, investor and director at or with technology, media and communications companies. Mr. Genachowski also adds valuable financial knowledge through experience in private equity, at a large public operating company and on public audit committees. | Board committees •Audit (chairperson) •Human Resources and Compensation •Risk Current public company boards •Mattel, Inc. (audit committee, governance and social responsibility committee) •Sonos Inc. (board chair, audit committee, nominating and corporate governance committee) Additional positions •Senior Advisor to Carlyle, a global investment firm; former Partner & Managing Director at Carlyle (2014-2023) | Previous experience •Chairman, U.S. Federal Communications Commission (2009-2013) •Other U.S. government roles, including former member, President’s Intelligence Advisory Board (U.S.), Congressional staff member for then-Representative Charles Schumer and for the joint select committee investigating the Iran-Contra affair; and law clerk to U.S. Supreme Court Justice David Souter •Several executive positions at IAC/InterActiveCorp (e-commerce and media/entertainment businesses), including Chief of Business Operations and General Counsel Past public company boards •AsiaSat •Sprint Corporation |

  19. Experience

    | | | | | | | | | | | | | Consumer | C-suite experience | Financial and risk | Global perspective | Information security | Payments | Public company board experience | Regulatory and governmental | Sustainability | Technology, digital and innovation | Audit Committee financial expert |

  20. Experience

    | 2024 MASTERCARD PROXY | 31 |

  21. Experience

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

  22. Experience

    | Director since April 2018 Age at Annual Meeting 60 | Mr. Goh brings to the Board strong consumer insight and global perspective as the CEO and longtime senior executive of a publicly traded multinational airline. His prior positions in finance and information technology contribute valuable information security experience and financial understanding. As CEO of an airline, Mr. Goh brings extensive experience in talent management, culture development and sustainability, including with respect to climate change. | Board committees •Nominating and Corporate Governance •Risk Current public company boards •Singapore Airlines Limited Additional positions •Chairman, Budget Aviation Holdings Pte Ltd (100% owned by Singapore Airlines Limited) •Director, SIA Engineering Company Limited (majority owned by Singapore Airlines Limited) | Previous experience •Several executive positions at Singapore Airlines Limited (since 1990), including Executive Vice President, Marketing and the Regions; and President, Cargo •Member, Board of Governors of the International Air Transportation Association |

  23. Experience

    | | | | | | | | | | | | | Consumer | C-suite experience | Financial and risk | Global perspective | Information security | Payments | Public company board experience | Regulatory and governmental | Sustainability | Technology, digital and innovation | Audit Committee financial expert |

  24. Experience

    | 32 | 2024 MASTERCARD PROXY |

  25. Experience

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

  26. Experience

    | Director since June 2016 Age at Annual Meeting 60 | Mr. Matsumoto brings to the Board global perspective and extensive financial expertise as the founder, Executive Chairman and former CEO of a Japan-based, publicly traded financial services holding company and former director of a stock exchange. His leadership of a global online securities brokerage firm provides valuable digital and innovation experience. He brings extensive talent management, culture development and sustainability experience. | Board committees •Human Resources and Compensation Current public company boards •Monex Group, Inc. (nominating committee) Additional positions •Chairman, Coincheck, Inc.; TradeStation Group, Inc.; and Japan Catalyst, Inc, each a wholly owned subsidiary of Monex Group, Inc.; and Founder, Monex, Inc.; and Chairman, Docomo Monex Holdings, Inc., wholly owned parent company of Monex Group, Inc. •Councilor, International House of Japan | Previous experience •Several executive positions at Monex, Inc., including Representative Director and CEO (1999-2023) •Several leadership positions at Goldman Sachs entities (1990-1998), including General Partner, Goldman Sachs Group, L.P. •Board member and Vice Chair, Human Rights Watch •Member, Economic Counsel to the Prime Minister of Japan •Director, Tokyo Stock Exchange (2008-2013) Past public company boards •JINS Inc. •Kakaku.com, Inc. •Shinsei Bank, Ltd. •UZABASE, Inc. |

  27. Experience

    | | | | | | | | | | | | | Consumer | C-suite experience | Financial and risk | Global perspective | Information security | Payments | Public company board experience | Regulatory and governmental | Sustainability | Technology, digital and innovation | Audit Committee financial expert |

  28. Experience

    | 2024 MASTERCARD PROXY | 33 |

  29. Experience

    Michael Miebach President and CEO (since January 2021)

  30. Experience

    | Director since January 2021 Age at Annual Meeting 56 | Mr. Miebach brings to the Board extensive global payments experience. As CEO of Mastercard and a previous region president, he provides valuable perspective on engaging and partnering with regulators, as well as experience with talent management, culture development and sustainability. Mr. Miebach’s prior experience as our Chief Product Officer provides strong consumer insights, as well as a deep focus on information security and innovation, including with digital and payments technology. | Additional Mastercard positions •President (February 2020- December 2020) •Chief Product Officer (January 2016-February 2020) •President, Middle East and Africa (2010-2015) Current public company board •International Business Machines Corporation (directors and corporate governance committee) Additional positions •Director, Accion.org •Advisory Director, Metropolitan Opera •Director, World Resources Institute •Member, U.S. Treasury’s Advisory Committee on Racial Equity | Previous experience •Managing Director, Middle East and North Africa, Barclays Bank PLC (2008-2010) •Managing Director, Sub-Saharan Africa, Barclays Bank PLC (2007-2008) •Several executive positions at Citigroup in Germany, Austria, U.K. and Turkey (1994-2007) |

  31. Experience

    | | | | | | | | | | | | | Consumer | C-suite experience | Financial and risk | Global perspective | Information security | Payments | Public company board experience | Regulatory and governmental | Sustainability | Technology, digital and innovation | Audit Committee financial expert |

  32. Experience

    | 34 | 2024 MASTERCARD PROXY |

  33. Experience

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

  34. Experience

    | Director since June 2019 Age at Annual Meeting 60 | Professor Moon brings to the Board a deep understanding of strategy and innovation as a long-tenured professor at Harvard Business School. She brings strong global perspective and consumer and sustainability experience based on her exposure to research at Harvard Business School. She contributes sustainability insight through her service as a director at several retail and retail-centric consumer products companies (including as a member of ESG and corporate responsibility committees). | Board committees •Human Resources and Compensation •Risk (chairperson) Current public company boards •Sweetgreen, Inc. (compensation committee; nominating, environmental, social and governance committee) •Warby Parker Inc. (compensation committee) | Previous experience •Several leadership positions at Harvard Business School (since 1998), including Senior Associate Dean for Strategy and Innovation and Chair of the MBA Program Past public company boards •Avid Technology, Inc. •Rakuten, Inc. •Unilever plc •Zulily, Inc. |

  35. Experience

    | | | | | | | | | | | | | Consumer | C-suite experience | Financial and risk | Global perspective | Information security | Payments | Public company board experience | Regulatory and governmental | Sustainability | Technology, digital and innovation | Audit Committee financial expert |

  36. Experience

    | 2024 MASTERCARD PROXY | 35 |

  37. Experience

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

  38. Experience

    | Director since April 2011 Age at Annual Meeting 59 | Ms. Qureshi brings to the Board global perspective, technology expertise and innovation insight through her extensive senior-level experience at global mobile communications equipment and services providers, including roles in strategy, mergers and acquisitions, research and development, sales and services. Her work in the mobile communications and broader technology industries and her completion of the NACD/Carnegie Mellon CERT certification in cybersecurity oversight provide the Board with relevant payments and information security expertise. Ms. Qureshi’s experience affords her with a deep background in sustainability. | Board committees •Audit •Risk Additional positions •Commissioner, NACD Blue Ribbon Commission on Technology | Previous experience •Executive Vice President and Chief Strategy Officer, Verizon Communications Inc. (2017-2024) •Several executive positions at Ericsson (1993-2017), including Chief Executive Officer, North America (2017) Past public company boards •Great-West Lifeco Inc. •Wolters Kluwer NV |

  39. Experience

    | | | | | | | | | | | | | Consumer | C-suite experience | Financial and risk | Global perspective | Information security | Payments | Public company board experience | Regulatory and governmental | Sustainability | Technology, digital and innovation | Audit Committee financial expert |

  40. Experience

    | 36 | 2024 MASTERCARD PROXY |

  41. Experience

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

  42. Experience

    | Director since December 2018 Age at Annual Meeting 64 | Ms. Sulzberger brings to the Board extensive financial experience and insight as a senior advisor and former general partner of private equity firms, chief financial officer of several companies, and a U.S. public company audit committee financial expert and former board chair. She contributes strong consumer insight, global perspective and payments experience, as well as extensive involvement with sustainability as leader of a consulting firm’s ESG advisory practice and as a former director at several publicly traded U.S. merchants, including her service as chair of a major merchant in the quality retail food business. Her experience as chief financial officer of an open-source software company also provides valuable digital and innovation experience. | Board committees •Audit •Nominating and Corporate Governance Current public company boards •Cerevel Therapeutics Holdings, Inc. (audit committee chair, nominating and corporate governance committee) •Eli Lilly and Company (audit committee, directors and corporate governance committee) •Warby Parker Inc. (compensation committee, nominating and corporate governance committee chair) | Additional positions •Director, Acorns •Chair, Global ESG Advisory, Teneo Previous experience •General Partner, Fontis Partners, L.P. (2005-2018) •CFO, Gluecode Software Inc. (open-source software company) •CFO, Crown Services (commercial contractors) Past public company boards •Bright Horizons Family Solutions Inc. •Brixmor Property Group Inc. •The Stage Stores, Inc. •Teva Pharmaceutical Industries Limited •Whole Foods Market, Inc. |

  43. Experience

    | | | | | | | | | | | | | Consumer | C-suite experience | Financial and risk | Global perspective | Information security | Payments | Public company board experience | Regulatory and governmental | Sustainability | Technology, digital and innovation | Audit Committee financial expert |

  44. Experience

    | 2024 MASTERCARD PROXY | 37 |

  45. Experience

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

  46. Experience

    | Director since April 2022 Age at Annual Meeting 63 | Mr. Talwar brings to the Board extensive senior-level global payments experience and consumer insight through his leadership roles in payments and consumer banking across Europe, India, the Middle East and North America, and as a director on several public and private company boards. This experience provides global perspective and regulatory insight. His experience leading complex business functions brings extensive insight with respect to culture development and talent management. | Board committees •Human Resources and Compensation Current public company boards •Better Home & Finance Holding Company (board chair, compensation committee, NGA committee, audit committee) Additional positions •Co-Chairman of the Board, American India Foundation (since 2012) •Independent director of KPMG (USA) •Founder and Sponsor, Ashoka University, Sonipat, Haryana, India | Previous experience •Partner Goldman Sachs, head of Goldman Sachs’ global consumer business (Marcus and Applecard), Goldman Sachs’ digital bank (May 2015-January 2021) •Several executive positions at Discover Financial Services, including President, U.S. Cards (January 2008-May 2015); and Executive Vice President, Head of Payments (January 2004-January 2008) •Head of Consumer Banking International, Morgan Stanley (August 2000-December 2003) •Senior leadership positions at Citigroup in consumer banking and cards across India, Middle East and United States |

  47. Experience

    | | | | | | | | | | | | | Consumer | C-suite experience | Financial and risk | Global perspective | Information security | Payments | Public company board experience | Regulatory and governmental | Sustainability | Technology, digital and innovation | Audit Committee financial expert |

  48. Experience

    | 38 | 2024 MASTERCARD PROXY |

  49. Experience

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

  50. Experience

    | Director since June 2019 Age at Annual Meeting 62 | Mr. Uggla brings to the Board a global perspective as well as deep insight across data, technology and innovation as a former chairman and as a CEO of a publicly traded company that provides information, analytics and digital solutions to customers in business, finance and government. He provides extensive financial experience given his career within financial markets both as a founder and CEO of an information and analytics company, as well as through executive management positions at global investment dealers. As founder of a venture focused on climate change, Mr. Uggla contributes valuable sustainability perspective. His broad CEO service also contributes strong experience in management of talent and culture. | Board committees •Audit •Human Resources and Compensation Additional positions •Executive Trustee, Tate Foundation | Previous experience •Several executive positions at IHS Markit Ltd. and its predecessors Markit Ltd., Markit Group Holdings Ltd. and Mark-It Partners, Ltd. (all since 2003), including chairman and CEO (January 2018-February 2022); founder, chairman and CEO (January 2003-July 2016); and President and COO (July 2016-December 2017) •Several executive positions at Toronto-Dominion Securities (1995-2003), including Vice Chairman and Head of Europe and Asia •Head of Global Markets at CIBC Wood Gundy (1986-1995) Past public company boards •IHS Markit Ltd. |

  51. Experience

    | | | | | | | | | | | | | Consumer | C-suite experience | Financial and risk | Global perspective | Information security | Payments | Public company board experience | Regulatory and governmental | Sustainability | Technology, digital and innovation | Audit Committee financial expert |

  52. Experience

    | 2024 MASTERCARD PROXY | 39 |

  53. Experience

    Board and committees Board of Directors

  54. Experience

    | | 5 number of meetings in 2023 | 75%+ attendance Board and committee meetings | | 100% attendance 2023 annual meeting of stockholders | | Merit E. Janow Board Chair | | | | | | Board leadership structure | | | Michael Miebach, our President and CEO, focuses on managing the company’s operations and strategy while providing an important link between the Board’s oversight and management of Mastercard’s day-to-day operations. The Board believes its risk management processes are well-supported by the current Board leadership structure. The Board holds regularly scheduled meetings of independent directors in executive session without management present and may meet more frequently upon the request of any independent director. Our Board Chair, Ms. Janow, presides at these sessions. Director attendance at meetings During 2023, each director attended 75% or more of the meetings held by the Board and committees on which the member served during the period the member was on the Board or committee. We encourage directors to attend our annual meeting. All Board members attended our 2023 annual meeting of stockholders. Director business and region visits Our Board uses its meetings to gain firsthand understanding of the culture in each region, as well as the issues and challenges we face, and to learn how they tie into our strategic goals. This includes meeting periodically with senior managers throughout our global business, local/regional employees and stakeholders, such as policymakers, government officials and business leaders, and customers that are strategically important to our business. | | | We have an independent Board Chair, Merit E. Janow. Ms. Janow was unanimously elected by the Board to the independent Board Chair role effective January 1, 2022 and previously served as our Lead Director. The role of the Board Chair is to provide governance and leadership to the Board, including helping to organize the Board’s work and reviewing the information provided to our directors to enable them to effectively carry out their responsibilities. Chair Janow’s responsibilities as Board Chair include, among other things: •Presiding over Board meetings and executive sessions of non-management and independent directors •Overseeing the adequacy of information available to directors •Coordinating feedback on issues discussed in executive session, as well as performance, to the CEO •Facilitating effective communication between the Board and our stockholders, including by, among other things, presiding over the annual meeting, and any special meetings, of stockholders •Working with the CEO and Corporate Secretary to set Board meeting agendas •Providing advice and counsel to the CEO We believe that having an independent Board Chair is currently in the best interests of Mastercard, given Ms. Janow’s previous experience on our Board, knowledge of Mastercard and ability to provide independent oversight of management. | | | | |

  55. Experience

    Board committees The Board has a standing Audit Committee, Human Resources and Compensation Committee, Nominating and Corporate Governance Committee, and a Risk Committee, each of which operates under a written charter that is posted on our website, https://investor.mastercard.com/corporate-governance/board-committees/default.aspx.

  56. Experience

    | For more information about Board responsibilities and functions, please see our Corporate Governance Guidelines posted on our website at https://investor.mastercard.com/corporate-governance/governance-guidelines/default.aspx. |

  57. Experience

    | 40 | 2024 MASTERCARD PROXY |

  58. Experience

    | Audit Committee Julius Genachowski Chairperson | | Human Resources and Compensation Committee Richard K. Davis Chairperson | | | Number of meetings in 2023 9 Other committee members: •Candido Bracher •Merit E. Janow •Rima Qureshi •Gabrielle Sulzberger •Lance Uggla Primary responsibilities The Audit Committee assists our Board in its oversight of: •The quality and integrity of Mastercard’s financial statements •Mastercard’s financial and operational risk exposures and its compliance with legal and regulatory requirements •The qualifications, performance and independence of Mastercard’s independent registered public accounting firm •In coordination with the Risk Committee, risk assessment and risk management •The performance of Mastercard’s internal audit function •The quality of Mastercard’s internal controls | For more information about Audit Committee responsibilities and actions, see “Audit Committee report” on pgs 108-110. Independence Each committee member has been determined by the Board to qualify as independent under the independence criteria established by the Securities and Exchange Commission (SEC) and the New York Stock Exchange (NYSE). The Board also has determined that each committee member is “financially literate” within the meaning of the NYSE listing standards. Audit Committee financial experts The Board has identified each of Ms. Sulzberger and Mr. Uggla as an “Audit Committee financial expert” under the applicable SEC rules based on their experience and qualifications. | Number of meetings in 2023 5 Other committee members: •Julius Genachowski •Oki Matsumoto •Youngme Moon •Harit Talwar •Lance Uggla Primary responsibilities The HRCC is primarily responsible for: •Ensuring Mastercard’s compensation and benefit programs attract, retain and motivate employees •Ensuring pay practices are consistent with our compensation strategy, regulatory requirements and the practices of similar companies •Determining annual and long-term goals for Mastercard and ensuring compensation of the CEO and key executives is commensurate with level of performance •Ensuring thoroughness of the executive succession planning process | •Reviewing key diversity initiatives and people and capabilities policies and practices •Providing direction to management on strategies with significant people and capabilities implications Independence Each committee member has been determined by the Board to qualify as independent under the independence criteria established by the SEC and the NYSE. Director compensation To learn more about how Mastercard considers and determines executive and non-employee director compensation, including the role of executive officers and the compensation consultant, see “Compensation discussion and analysis” beginning on pg 62. |

  59. Experience

    | 2024 MASTERCARD PROXY | 41 |

  60. Experience

    | Nominating and Corporate Governance Committee Merit E. Janow Chairperson | | Risk Committee Youngme Moon Chairperson | | | Number of meetings in 2023 5 Other committee members: •Richard K. Davis •Choon Phong Goh •Gabrielle Sulzberger Primary responsibilities The NCG’s responsibilities include: •Identifying individuals qualified to become directors •Recommending that the Board select the candidates for directorships to be filled by the Board or by the stockholders •Developing and recommending to the Board a set of corporate governance principles •Overseeing the annual process for Board and committee self-evaluations •Overseeing legal and public policy matters significant to Mastercard •Taking a leadership role in shaping corporate governance of Mastercard | •Overseeing Mastercard’s significant ESG activities, policies and programs and monitoring governance trends in the following areas: •corporate responsibility •environmental stewardship •human rights •other matters of significance to us and our stockholders Review of director commitments Under our Corporate Governance Guidelines, the NCG reviews the appropriateness of a director’s continued service in the event of a material change in his or her other responsibilities. A director is also required to notify us in advance of accepting other public company board appointments. Directors’ service on public company boards is reviewed on a case-by-case basis by the NCG. Independence Each committee member has been determined by the Board to qualify as independent under the independence criteria established by the NYSE. | Number of meetings in 2023 4 Other committee members: •Candido Bracher •Julius Genachowski •Choon Phong Goh •Merit E. Janow •Rima Qureshi Primary responsibilities The duties of the Risk Committee, in coordination with the Audit Committee, where appropriate, include: •Reviewing Mastercard’s risk management governance, framework and programs, including risk management culture and risk management function •Reviewing Mastercard’s guidelines and policies with respect to risk assessment and risk management, major strategic risk exposures and management’s oversight of such exposures •In consultation with the Audit Committee, overseeing risk relating to settlement and counterparty risk | •Overseeing the establishment, operation and annual refresh of our risk appetite statement and metrics and their alignment with our strategic, capital and financial plans and, where applicable, regulatory requirements and recommend approval of the risk appetite statement to the Board •Overseeing risks relating to information security, inclusive of cybersecurity, operational and technology, privacy and data protection, regulatory affairs, franchise and competition (including digital disintermediation) •Reviewing risks regarding the company’s regulated activities •In coordination with the Audit Committee, reviewing regulatory examination or independent auditor reports pertaining to matters within the Risk Committee’s purview Independence Each committee member has been determined by the Board to qualify as independent under the independence criteria established by the NYSE. |

  61. Experience

    | 42 | 2024 MASTERCARD PROXY |

  62. Experience

    Board and committee evaluation The Board believes that an annual review of its performance is critical to ensuring its overall effectiveness. Each year, the Board and its committees undergo an evaluation to examine membership, composition, committee member and committee chairperson rotation, and overall board refreshment. Our evaluation process is designed to identify ways in which to enhance the performance of the Board and ensure that our directors have the right experiences and skills to execute our strategy. The NCG oversees the annual evaluation process for the Board and each of its committees, determining its format and framework, including whether to use a third-party facilitator. When we do not use a third-party facilitator, we utilize an individual director questionnaire to facilitate the annual self-evaluation of topics such as board and committee responsibilities and effectiveness, director contributions and interactions between the Board and management. Our Board Chair/NCG Chairperson reviews the questionnaire results and shares them with each committee chairperson. Our Board Chair has conversations with individual Board members and organizes and summarizes the responses and recommendations for discussion with the Board. Each committee reviews its own assessment as well.

  63. Experience

    | 1 | The NCG determines evaluation process format and considers possible enhancements, including whether to use a third-party facilitator. A third-party facilitator most recently was used to assist with the Board and committee evaluation process in 2022. | | 2 | When a third-party facilitator is used, the NCG interviews and selects the provider, who designs and oversees the evaluation process. | | 3 | If no facilitator is used, the NCG updates questionnaires to elicit relevant feedback on topics, including Board and committee performance, dynamics and structure. | | 4 | Board Chair and committee chairpersons review, summarize and share results. | | 5 | Determinations are made as to action items to ensure the ongoing effectiveness of the Board and its committees. |

  64. Experience

    | 2024 MASTERCARD PROXY | 43 |

  65. Experience

    Board risk oversight Our Board is responsible for understanding the issues and risks that are central to our success, establishing Mastercard’s risk appetite and overseeing our risk management program, as well as our risk assessment and management processes. The Board recognizes the importance of effective risk oversight to the success of our business strategy and to the fulfillment of its fiduciary duties to us and our stockholders. The Board believes thoughtful risk taking is a critical component of innovation and effective leadership. It also recognizes that imprudently accepting risk or failing to appropriately identify and mitigate risks could negatively impact our business and stockholder value. The Board seeks to foster a risk-aware culture by encouraging thoughtful risk taking in pursuit of our objectives. The Board exercises this oversight both directly and indirectly through its standing committees, each of which is delegated responsibility for specific risks and keeps the Board informed of its oversight efforts through regular reports by each committee chairperson. In general, the Audit Committee and Risk Committee coordinate to oversee our guidelines and policies with respect to risk assessment and risk management. The chart on the following page depicts the allocation of risk oversight responsibilities among our Board’s committees. Management is accountable for day-to-day risk management efforts, including the creation of appropriate risk management programs and policies. Key risks are escalated up through management to Board-level committees and the full Board as appropriate. In February 2023, we appointed our first Chief Risk Officer, leading a function called Mastercard Risk. The Chief Risk Officer serves as the primary management liaison to the Board’s Risk Committee and supports the Board in its oversight of risk governance, management and culture. The Chief Risk Officer also serves as the chairperson of our internal Executive Risk Committee, composed of senior executives and other risk functions who are charged with day-to-day oversight of risks within their business areas. The Executive Risk Committee is our senior most risk decision-making forum and oversees Mastercard’s risk management framework and risk profile. The Board and committees’ risk oversight and management’s ownership of risk are foundational components of our Enterprise Risk Management program, which is designed to provide comprehensive, integrated oversight and management of risk, as well as to facilitate transparent identification and reporting of key business issues to senior management, appropriate Board committees and the Board as a whole.

  66. Experience

    | Information security, privacy and data protection oversight Given the importance of information security and privacy to our stakeholders, our Board receives an annual report from our Chief Security Officer to discuss our program for managing information security risks, including cybersecurity and data security risks. Our Risk Committee also receives periodic briefings on data privacy from the Chief Privacy and Data Responsibility Officer. Our Risk Committee receives regular reports on our cyber readiness, our risk profile status, our cybersecurity programs, material cybersecurity risks and mitigation strategies, third-party assessments of our cybersecurity program and other cybersecurity developments. The Risk Committee Chairperson provides reports to the Board on such topics. In addition, our Board and the Risk Committee also receive information about these topics as part of regular business and legal and regulatory updates. In addition, we engage directors as part of cybersecurity and data breach incident simulations. |

  67. Experience

    | Environmental, social and governance oversight The Board views oversight and effective management of ESG-related risks and opportunities as fundamental to our business strategy and directly connected to our continuing success as a business. As such, the full Board oversees our ESG strategy, as well as certain discrete sustainability matters like cybersecurity and talent management. In addition to oversight by the full Board, the Board coordinates with its various committees to ensure active and ongoing committee-level oversight of our management of ESG-related risks, impacts and opportunities across the relevant committees. The NCG oversees significant ESG activities, policies and programs, including corporate responsibility, environmental stewardship, human rights and public policy activities. The Audit Committee oversees financial and operational risk exposures and compliance with legal and regulatory requirements and disclosures. The Risk Committee, in coordination with the Audit Committee, oversees risk assessment and risk management, including enterprise risk management and privacy, data responsibility and information security. The HRCC oversees our people strategy, including compensation and benefit frameworks, key diversity initiatives, and human resources policies and practices, including organizational effectiveness and employee development programs. |

  68. Experience

    | 44 | 2024 MASTERCARD PROXY |

  69. Experience

    | Board of Directors Our Board oversees major risks, including strategic, operational (including cybersecurity), legal and regulatory, financial and CEO succession planning risks. |

  70. Experience

    The Board’s standing committees oversee delegated responsibilities for specific risks and other duties delegated by the Board

  71. Experience

    | Nominating and Corporate Governance Committee | Human Resources and Compensation Committee | Audit Committee | Risk Committee | | •Governance structure and processes •Legal and public policy matters significant to Mastercard •Significant ESG activities, policies and programs and other matters of significance to Mastercard’s stockholders | •Employee compensation policies and practices •Key diversity initiatives and people and capabilities policies and practices, including those related to organizational engagement and effectiveness and employee development •Non-executive director compensation policies and practices •Succession planning | •Financial statement integrity and reporting •Major financial and operational risk exposures •Capital and liquidity risks •Guidelines and policies with respect to risk assessment and risk management •Legal and compliance risks •Internal controls | •Risk management governance, framework and programs, including risk appetite •Major strategic risk exposures •Information security, inclusive of cybersecurity, operational and technology, privacy and data protection risks •Regulatory compliance risks •Franchise and competition (including digital disintermediation) risks |

  72. Experience

    In overseeing these risks, the Board gives consideration to our brand and reputation, as well as to our culture and conduct.

  73. Experience

    | Management | | The key risk responsibilities of our management team include: •Executive Risk Committee’s oversight of our risk management framework and risk profile •Business units’ responsibilities in the first line of defense to effectively identify, escalate and manage risks incurred in the course of doing business •Second line of defense functions’ responsibility to design a risk framework, including setting boundaries and managing risk appetite •Internal audit’s responsibility to provide independent assurance on design and effectiveness of internal controls and governance processes |

  74. Experience

    | 2024 MASTERCARD PROXY | 45 |

  75. Experience

    The key processes by which the Board and its committees oversee risk are as follows: •Board. The Board exercises its direct oversight responsibility by meeting, at least annually, with management to discuss risk management processes and to assess the major risks impacting Mastercard. The Board also considers management’s risk analyses as it evaluates Mastercard’s business strategy. Throughout the year, the Board and designated committees dedicate a portion of their regularly scheduled meetings to review and discuss specific risks in detail, including through the use of hypothetical risk scenarios and incident simulations. Strategic and operational risks are presented to and discussed with the Board and its committees by management, including the Chief Legal Officer, Chief Financial Officer, Chief Risk Officer, Chief Compliance Officer and General Auditor. •Audit Committee. The Audit Committee oversees risk management policies and processes by periodically meeting with management, the General Auditor and our independent registered public accounting firm for discussions regarding risk. The Audit Committee coordinates with the Risk Committee in its risk management oversight responsibilities. The Audit Committee reviews updates on significant legal and regulatory matters. In addition to the General Auditor, the Chief Compliance Officer has functional reporting to the committee. The Audit Committee reports to the Board on the status of our internal controls and approves internal and external audit plans based on a risk-based methodology and evaluation. The Audit Committee oversees risk relating to the financial statements and financial reporting and controls, including capital and liquidity; internal controls; legal and compliance risks; operational and technology risks; third-party risks; and such other risks that the Board shall from time to time determine. •Human Resources and Compensation Committee. Throughout the year, when establishing compensation program elements, making awards and determining final payouts for incentive compensation, the HRCC considers the relationship of Mastercard’s risk oversight practices to employee compensation policies and practices for all employees (including non-executive officers), including whether our compensation programs create or encourage excessive risk taking that is reasonably likely to have a material adverse effect on us. We further discuss the HRCC’s assessment of risk under “Executive compensation – Compensation discussion and analysis – Risk assessment” on pg 85. •Nominating and Corporate Governance Committee. The NCG oversees risks by meeting periodically throughout the year to proactively consider and address key governance matters, including board refreshment, as well as legal, public policy and ESG matters that could have a significant reputational impact on Mastercard, including corporate responsibility, environmental stewardship and human rights. •Risk Committee. The Risk Committee, in coordination with the Audit Committee, oversees risk assessment and risk management of Mastercard. It reviews with management matters relating to the policies, practices and outcomes of Mastercard that relate to risk management. In particular, the Risk Committee oversees Mastercard’s enterprise risk management program and focuses on major strategic risks facing Mastercard and the steps management has taken to monitor and control such exposures. The Risk Committee reviews Mastercard’s risk management framework and programs used by management in its discussions of our risk profile and risk exposures with the Board, including reviewing how effectively management is maintaining an appropriate risk management culture and the effectiveness of Mastercard’s risk management function. The Risk Committee is provided with an information security update and reviews periodic risk reports regarding the regulated activities of Mastercard and our business units and has the right to periodically request that the business units provide relevant risk information to the Risk Committee. The Risk Committee also oversees risks relating to operations and technology, privacy and data protection, regulatory affairs, franchise and competition (including digital disintermediation).

  76. Experience

    | 46 | 2024 MASTERCARD PROXY |

  77. Experience

    Our corporate governance practices Our robust corporate governance practices and policies align with our strategic objectives and result in effective, independent oversight.

  78. Experience

    | Board practices include: •Frequent executive sessions of independent directors •Continuous assessment of Board refreshment •Oversight of risk management practices, fostering a risk-aware culture while encouraging thoughtful risk taking •Consideration of issues of cyber readiness, adversary assessment and our risk profile status and appraisal of incident simulations, and response plans, including for cyber and data breaches •Independent chair •Active engagement in managing talent and long-term succession planning •11 of 12 independent Board nominees |

  79. Experience

    | Board policies include: •Annual election of directors •Majority voting for director elections •Stockholders’ right to call special meetings (15% threshold) •Proxy access •Limit of four publicly-traded companies on which our directors may serve •Stock ownership guidelines for directors •NCG reviews material changes in director’s other responsibilities •Annual Board and committee self-evaluations •Regular continuing education and training |

  80. Experience

    | We encourage you to visit the “Corporate Governance” area of the “Investor Relations” page of our website, where you will find our key documents, policies and additional information about corporate governance at Mastercard. |

  81. Experience

    | 2024 MASTERCARD PROXY | 47 |

  82. Experience

    Environmental, social and governance practices Sustainability at Mastercard is driven from the top by our Board of Directors and CEO and is embedded at every level of our organization.

  83. Experience

    | Board of Directors The Board oversees our ESG strategy as well as discrete sustainability matters like cybersecurity and talent management. |

  84. Experience

    | Nominating and Corporate Governance Committee | Audit Committee | Risk Committee | Human Resources and Compensation Committee | | Oversees significant ESG activities, policies and programs, including: •Corporate responsibility •Environmental stewardship •Human rights •Public policy activities | Oversees financial and operational risk exposures and compliance with legal and regulatory requirements and disclosures, including: •Tax practices •Compliance with Code of Conduct | In coordination with Audit Committee, oversees risk assessment and risk management, including: •Enterprise risk management •Privacy, data responsibility and information security | Reviews people and culture strategy, including: •Diversity, equity and inclusion initiatives •Compensation and benefits frameworks •Human resources policies and practices, including those related to organizational effectiveness and employee development programs |

  85. Experience

    | Management Under the Board's oversight, the Management Committee implements the company's strategic direction including on sustainability matters. The Management Committee consists of our Executive Leadership Team and additional members of management. Members of our management team report regularly to the Board and its relevant committees on ESG matters. Our senior management works together to assess and manage our sustainability efforts across the organization. The ESG Executive Steering Committee, made up of leaders from each of our business units and managed by the Chief Sustainability Officer, meets approximately quarterly to review performance, provide strategic direction and support company-wide alignment on key ESG matters. The Chief Sustainability Officer is tasked with developing sustainability goals in coordination with the business units and working with them to leverage sustainability as an enterprise-wide driver of growth. The Chief Sustainability Officer reports to the President of the Mastercard Center for Inclusive Growth & Executive Vice President of Sustainability, who is on the Management Committee. The President of the Mastercard Center for Inclusive Growth & Executive Vice President of Sustainability reports to the Vice Chair and President of Strategic Growth, who is on the Management Committee and reports directly to the CEO. |

  86. Experience

    For more information about ESG matters at Mastercard, including our annual ESG Report, please see the Corporate Responsibility section of our website at https://www.mastercard.com/sustainability. Our annual ESG Report is not part of, or incorporated by reference into, this proxy statement.

  87. Experience

    | 48 | 2024 MASTERCARD PROXY |

  88. Experience

    Our engagement and transparency

  89. Experience

    | Engaged with shareholders representing | | | ~2/3 of Total1 | ~90% of Top 1001 | | 1 Percent of shares owned by stockholders in representative groups and for FY 2023 | |

  90. Experience

    | We recognize the benefits of regular engagement with our stockholders and other stakeholders in order to understand their different perspectives on matters that affect the company, as well as discuss details of our strategy and performance. Our Investor Relations team, in tandem with members of executive leadership and the Board, maintains consistent shareholder engagement year round. We have a commitment to transparency. Our disclosures address critical matters of interest to our stakeholders. |

  91. Experience

    | Who engages | | Who we engage | | How we engage | Topics of engagement | | •Executive Leadership Team •Board, where appropriate •Investor Relations •Corporate Secretary’s Office | | •Stockholders •Sell-side analysts •Proxy Advisory firms •ESG Rating firms •Rating agencies •Regulators •Lending institutions | | •Annual Meeting of Stockholders •Our website •Investor calls & meetings •Roadshows & investor days •Conference participation •Various reporting and disclosures | •Business strategy and performance •Board refreshment •Governance •Compensation practices •Risk oversight •Data privacy •Diversity, equity and inclusion •Sustainability •Talent and culture •Feedback on initiatives, disclosures and proposals relating to our Annual Meeting | | Engagement with stockholders and other stakeholders provides valuable input on topics of interest and allows us to provide key updates. Feedback is regularly consolidated and provided to the Board. This input helps us plan for the future. We evaluate and respond as appropriate, including through actions and disclosures or as part of our broader strategy, all within the broader landscape of our goals and priorities. For example, in 2023, we began to include our membership priorities in each of the trade associations where we report our membership, with such expenditures being reviewed annually by the Executive Vice President, Public Policy in consideration of our company’s values or business goals and strategies. | | | | | |

  92. Experience

    | 2024 MASTERCARD PROXY | 49 |

  93. Experience

    Other corporate governance matters Political activity and spending We are committed to engaging appropriately in the political process and policy arena in a manner that informs and affects the debate concerning issues related to our business, investors and customers. We strive to engage on these issues in the most responsible and ethical way, and any such activities in which we engage are based solely upon the best interests of Mastercard and are made without regard to the private political preferences of our officers and/or executives. We provide additional disclosure on our political activity and spending on our website, which is not part of, or incorporated by reference into, this proxy statement. Code of Conduct and Supplemental Code of Ethics We have a written Code of Conduct that applies to all of our directors, executive officers and employees and provides a statement of Mastercard’s policies and procedures for conducting business legally and ethically. In addition, Mastercard has adopted a written Supplemental Code of Ethics that applies only to the CEO, CFO, Controller and certain other senior officers. We will promptly disclose, if required by applicable laws, any amendment to, or waiver from, our Code of Conduct or Supplemental Code of Ethics granted to directors or executive officers by timely posting such information on our website.

  94. Experience

    | Where to find our Code of Conduct and Supplemental Code of Ethics | | | | Go to our website at https://investor.mastercard.com/corporate-governance/policies-and-reports/default.aspx | | | Request copies (free of charge) by writing to: Office of the Corporate Secretary 2000 Purchase Street Purchase, NY 10577 Attention: Corporate Secretary |

  95. Experience

    Hedging/pledging prohibitions and insider trading policy Our Code of Conduct includes various prohibitions against inappropriate trading activities in relation to Mastercard securities. Employees (including executive officers) and non-employee directors are not permitted to hedge their economic exposure to the Mastercard stock they own, meaning that engaging in, trading in or writing options; buying puts, calls or other derivative securities; or engaging in short selling or similar types of transactions in Mastercard securities are prohibited. In addition, employees and non-employee directors are not permitted to buy Mastercard securities on margin unless arrangements are made to cover any margin calls in cash, nor are they allowed to pledge (or hypothecate) Mastercard securities as collateral for a loan. Under our insider trading policy, directors, named executive officers, other senior executives and other individuals with potential access to material non-public information about Mastercard are prohibited from engaging in transactions in Mastercard securities during blackout periods (unless those transactions occur as part of a Rule 10b5-1 trading plan). All directors and executive officers, as well as certain of our other senior executives, are required to pre-clear with the Chief Legal Officer or their designee all transactions in Mastercard securities (including entering into any Rule 10b5-1 trading plans).

  96. Experience

    | 50 | 2024 MASTERCARD PROXY |

  97. Related-person transaction

    | Name | Fees earned or paid in cash ($) | Stock awards ($)1 | All other compensation ($)2 | Total ($) | | (a) | (b) | (c) | (d) | (e) | | Merit E. Janow, Board Chair3 | 241,250 | 332,539 | 15,000 | 588,789 | | Candido Bracher | 137,500 | 245,109 | — | 382,609 | | Richard K. Davis4 | 136,250 | 245,109 | — | 381,359 | | Julius Genachowski | 171,250 | 245,109 | 11,000 | 427,359 | | Choon Phong Goh | 131,250 | 245,109 | — | 376,359 | | Oki Matsumoto | 115,000 | 245,109 | — | 360,109 | | Youngme Moon | 152,500 | 245,109 | 10,000 | 407,609 | | Rima Qureshi | 137,500 | 245,109 | — | 382,609 | | Gabrielle Sulzberger | 131,250 | 245,109 | 20,000 | 396,359 | | Jackson Tai5 | 73,750 | — | 15,000 | 88,750 | | Harit Talwar | 115,000 | 245,109 | — | 360,109 | | Lance Uggla | 133,750 | 245,109 | 15,000 | 393,859 |

  98. Executive compensation philosophy

    | Align the long-term interests of our executives with stockholders | Our compensation program strongly aligns the interests of our executives with long-term stockholder value through the use of equity 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 is tied to pre-established goals linked to financial, ESG, strategic and cultural 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. Total compensation is generally established within a range around the median of market-competitive levels. |

  99. Annualized total shareholder return (TSR)

    | | Mastercard | Peer group median | S&P 500 | Source: FactSet | | CAGR = Compound annual growth rate | | | | |

  100. How pay aligns with our culture, strategy and financial results

    | Performance dimension | Cultural alignment | Strategic alignment | Financial alignment | | Annual bonus plan | | | | | Corporate financial results | | Financial metrics and goals set in relation to business drivers in each strategic priority | Annual top-line and profitability results (net revenue and net income) | | Corporate ESG modifier | Commitment to our ESG priorities | Positioning the company for long-term growth opportunities to create an inclusive and sustainable digital economy | | | Corporate strategic performance modifier | Commitment to decency, inside and outside of Mastercard | Operational objectives in each strategic priority and enablement areas | | | Individual performance factor (IPF) | Performance evaluated against the Mastercard values | Performance measured against core strategic objectives appropriate to role | Key financial results appropriate for executive’s role | | Long-term incentive plan | | | | | Individual performance | Grant based on potential to grow and lead in alignment with Mastercard values and to assume increasing levels of responsibility in connection with strategic/financial priorities | | | | Corporate financial results (Performance Stock Units or PSUs) | | Generally, financial metrics and goals aligned to external multi-year guidance | Balances incentives to drive fundamental financials and stock price appreciation | | Relative TSR modifier (PSUs) | Combination of cultural, strategic and financial priorities drives sustainable, long-term stockholder value | | | | Absolute stock price appreciation (PSUs, Restricted Stock Units and stock options) | | | |

  101. Positive pay practices

    | | What we do | | | Pay for performance | | | Align executive compensation with stockholder returns through long-term incentives | | | Reinforce the importance of sustainability by linking annual incentive compensation to ESG metrics | | | Maintain significant stock ownership requirements and guidelines, as well as a post-vest holding period on PSUs | | | Use appropriate peer groups when establishing competitive compensation | | | Review management succession and leadership development programs | | | Reward 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 |

  102. Positive pay practices

    | | What we don’t do | | | Permit hedging or pledging of Mastercard stock | | | Provide any excise tax gross-ups for executive officers | | | Provide tax gross-ups, other than under our global mobility programs | | | Reprice stock options | | | Pay dividend equivalents on unvested equity awards | | | Guarantee annual salary increases or bonuses | | | Grant discounted or reload stock options | | | Spring load equity grants |

  103. Positive pay practices

    | | CEO | Other NEOs | Purpose | Key characteristics | Performance metrics and weightings | | | | | •Attract and retain executives with competitive level of cash compensation | •Reviewed annually and adjusted when appropriate | •Considers desired market position in consideration of scope of responsibilities, individual contributions, and expertise | | | | | •Motivate and reward executives for performance against key performance metrics during the fiscal year •Serves as a key compensation element for rewarding annual results and differentiating performance each year | •Performance metrics and goals established by a committee of independent directors •Payouts based on performance against financial, ESG, strategic and individual objectives •Payouts cannot exceed 250% of an executive’s target annual incentive amount | •Adjusted net income (67%) •Adjusted net revenue (33%) •ESG modifier and strategic performance adjustment •Individual performance | | | Performance stock units (PSU) | | | | | | | | | •Motivate and reward executives for performance on key long-term measures •Align the interests of executives with long-term stockholder value •Retain executive talent | •Performance metrics and goals established by a committee of independent directors •Maximum payout equal to 200% of the target number of PSUs granted1 | •Adjusted earnings per share (EPS) (50%)1 •Adjusted net revenue (50%)1 •Relative total shareholder return modifier | | | Restricted stock units (RSU) | | | | | | | | | •Align the interests of executives with long-term stockholder value •Retain talent through significant ownership of Mastercard stock by our executives | •Vest ratably over three years •Options: max term of 10 years | •Stock price | | | Stock options | | | | | | | | | | | |

  104. Positive pay practices

    1As described on pg 74, the 2021 PSU program reflects temporary changes made in consideration of the dynamic economic environment at the time performance metrics and goals were being established. For 2021 PSUs, financial performance was determined by assessing our one-year EPS growth, as modified by our three-year TSR relative to the S&P 500 companies, and the maximum payout was reduced to 175% of target.

  105. 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.

  106. Incentive compensation performance metrics

    | Adjusted net revenue | Revenue growth, both organic and through acquisitions, is critical to our success | | Adjusted net income/ adjusted earnings per share (EPS) | Net income and EPS are our primary measures of profitability and capital deployment | | Total shareholder return (TSR) | TSR enhances the link and alignment between stockholders and employees |

  107. Incentive compensation performance metrics

    As a growth company, revenue growth is of primary importance, and we include a revenue measure in our short- and long-term incentive programs and balance it by placing emphasis on profitability in both programs. In assessing our performance for the purpose of determining variable compensation awards, we supplement certain measures derived from our consolidated financial statements with measures that exclude the impact of foreign exchange, restructuring, litigation, acquisitions and other one-time special items.

  108. Annual incentive

    Annual incentive Annual incentive awards for our executive officers are granted under our SEAICP. The HRCC uses the SEAICP to provide a cash incentive award to the executive officers, including the NEOs, for the attainment of annual company and individual performance objectives that are established at the start of the year (as described in the “Annual Compensation Decision-Making Participants and Process” on pg 79). The determination of the annual incentive, or bonus, for each of our NEOs is based on our corporate score and each NEO’s individual performance factor, as shown below:

  109. Annual incentive

    | Corporate score (0%-200%)X | Individual performance factor (0%-200%) | = | Final bonus payout (0%-250% of target) | | Step one: Financial score (0%-200%) 2023 financial performance metrics and weightings: •2/3 adjusted net income •1/3 adjusted net revenue | Step two: ESG modifier Financial score (step one) can be adjusted within a range of up or down by 10 percentage points | | Step three: Strategic performance adjustment Resulting financial and ESG modifier score (steps one and two) can be adjusted within a range of up 10 percentage points or down 20 percentage points |

  110. Annual incentive

    | 68 | 2024 MASTERCARD PROXY |

  111. Corporate score

    | | | | Final 2023 performance goals | | | | | | Metrics | Goal weight | 2022 adjusted actual | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | 2023 adjusted actual1 | Score | | Adjusted net income — SEAICP ($ millions) | 67% | $10,393 | $10,568 | $11,600 | $12,635 | $11,800 | 119% | | Adjusted net revenue ($ millions) | 33% | $22,901 | $23,676 | $25,001 | $26,326 | $25,054 | 104% | | | | | | | Financial score | | 114% |

  112. Corporate score

    1Mr. Vosburg was in the role of Chief Product Officer in 2023. The HRCC, with input from the CEO (except in respect of himself), assessed each NEO’s performance against individual objectives and contributions to overall company results to determine an IPF. 2023 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 2023:

  113. Corporate score

    | | 2023 base salary | 2023 target annual incentive | | 2023 actual annual incentive1 | | | Name | | % of base | $ | % of target | $ | | Michael Miebach | $1,250,000 | 200% | $2,500,000 | 162.4% | $4,060,000 | | Sachin Mehra | $800,000 | 150% | $1,200,000 | 148.8% | $1,785,240 | | Craig Vosburg | $750,000 | 125% | $937,500 | 143.3% | $1,343,063 | | Timothy Murphy | $725,000 | 125% | $906,250 | 154.3% | $1,398,163 | | Edward McLaughlin | $675,000 | 115% | $776,250 | 126.7% | $983,742 | | Michael Froman2 | $725,000 | 125% | $507,748 | 110.2% | $559,539 |

  114. Long-term incentives

    Long-term incentives 2023 program overview We use equity grants as the primary means of providing long-term incentives (LTI) to our employees and aligning the interests of our employees with stockholders. For 2023, each NEO’s annual award consisted of 60% PSUs, 20% RSUs and 20% stock options. Information about the long-term awards to the NEOs in 2023 can be found in the Grants of Plan-Based Awards table (see pg 89). In making its determination on what types of awards to grant, the HRCC considers the following: •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, to motivate and provide an incentive for these officers and to align their interests with those of our stockholders •Peer group information (see pgs 81-82 for more information) •Trends in long-term incentive grants •The accounting treatment of such awards On March 1, 2023, the HRCC granted the following aggregate dollar amounts of PSUs, RSUs and stock options under our Amended and Restated 2006 Long Term Incentive Plan (LTIP) to the NEOs:

  115. Long-term incentives

    | Name | Performance stock units1 | Restricted stock units1 | Stock options1 | Total | | Michael Miebach | $11,850,000 | $3,950,000 | $3,950,000 | $19,750,000 | | Sachin Mehra | $5,100,000 | $1,700,000 | $1,700,000 | $8,500,000 | | Craig Vosburg | $3,900,000 | $1,300,000 | $1,300,000 | $6,500,000 | | Timothy Murphy | $3,600,000 | $1,200,000 | $1,200,000 | $6,000,000 | | Edward McLaughlin | $2,880,000 | $960,000 | $960,000 | $4,800,000 | | Michael Froman2 | $3,600,000 | $1,200,000 | $1,200,000 | $6,000,000 |

  116. Long-term incentives

    1 Amounts differ from the Summary Compensation Table due to (1) differences in the stock price used to convert grant values to a number of units and the accounting value per unit that is required to be reported in the Summary Compensation Table and (2) rounding. 2 Following his transition to a part-time advisory role, Mr. Froman became ineligible for additional equity awards and his previously granted awards were not modified.

  117. Long-term incentives

    | 2024 MASTERCARD PROXY | 73 |

  118. Long-term incentives

    Performance stock units PSUs represent 60% of the annual long-term incentive grant value. As described below, our program has evolved over the last few years to adapt to the changing economic environment and achieve an appropriate balance of human capital and stakeholder interests.

  119. Long-term incentives

    | | PSUs granted in 2021 | PSUs granted after 2021 | | Measures and weightings | 100% One-year adjusted EPS growth | 50% Three-year average adjusted net revenue growth | | | | 50% Three-year average adjusted EPS growth | | Formulaic metric adjustments: | | | | •Variances in Personal Consumption Expenditure (PCE) | Yes | No | | •Variances in cross-border travel | Yes | No | | Modifier | Three-year relative TSR vs. S&P 500 (up to +/- 50% modifier) | | | Vesting | 0%-175% of target number of PSUs granted | 0%-200% of target number of PSUs granted | | Design focus/actions | Better align performance periods and metrics with business results our employees can drive | Improve durability |

  120. Long-term incentives

    •The HRCC selected adjusted net revenue and EPS as performance measures to provide a balanced focus on top- and bottom-line performance •EPS targets include a budgeted assumption for share buybacks •Relative TSR modifier enhances the link with stockholder returns by adjusting, up or down, the payout from the financial metrics by Mastercard’s relative TSR (stock price performance plus dividends) over the three-year performance period versus the S&P 500 member companies to reflect our stockholder experience •Excludes dividends or dividend equivalents prior to vesting •Shares issuable at vesting are subject to a mandatory one-year holding period • Vested PSUs are eligible for dividend equivalents during the mandatory one-year holding period

  121. Long-term incentives

    | 74 | 2024 MASTERCARD PROXY |

  122. Long-term incentives

    Settlement of 2021 performance stock units In 2024, following the completion of the three-year performance period of 2021-2023, Mastercard settled the PSU awards that were granted in 2021. In February 2021, the HRCC determined that the payout rate for the 2021 PSUs would be tied to performance against a one-year adjusted EPS growth goal and modified by Mastercard’s three-year relative TSR performance against S&P 500 companies. The EPS performance target and payout scale for our 2021 PSUs were automatically adjusted per the award terms based on the variance between budgeted and actual PCE and cross-border travel. The following table shows the performance assessment against the PCE and cross-border adjusted EPS metric:

  123. Long-term incentives

    | Measurement | Threshold1 | Target1 | Maximum1 | Actual | Score | | One-year adjusted EPS growth2 | 11.2% | 16.2% | 20.2% | 30.6% | 150.0% |

  124. Long-term incentives

    1PCE and cross-border travel was collectively 220 bps (basis points) above the forecast, and, as such, the original EPS target and payout scale was automatically adjusted upward by 220 bps accordingly. 2Results shown differ from 2021 EPS growth under GAAP because they exclude certain 2021 acquisitions, the impact of gains and losses on equity investments and special items (which represent litigation judgments and settlements and certain one-time items), translational and transactional impacts of foreign currency, and the related impact of our foreign exchange derivatives designated as cash flow hedging instruments. The actual impact on EPS from share buybacks versus the initial assumed impact did not result in any change to the final PSU score. The following table shows the relative TSR performance assessment beginning on the grant date of March 1, 2021 and ending on December 31, 2023. The relative TSR modifier provides for up to a +/- 50 percentage point adjustment. The final PSU payout score could range from 0%-175% of target:

  125. Long-term incentives

    | Measurement | Threshold (50% modifier) | Target (100% modifier) | Maximum (150% modifier) | Actual result | Pre-TSR score (a) | Modifier (b) | | Three-year relative TSR modifier (beginning on March 1, 2021) | 25th percentile | 50th percentile | 75th percentile | 57th percentile | 150.0% | 113.0% | | | (TSR of -6.27%) | (TSR of 18.48%) | (TSR of 44.06%) | (TSR of 24.93%) | | | | Payout rate (a x b) | | | | | 169.5% | |

  126. Long-term incentives

    | 2024 MASTERCARD PROXY | 75 |

  127. Long-term incentives

    2023 performance stock units PSUs represent 60% of the annual long-term incentive grant value. The PSU plan design, as determined by the HRCC, for the performance period beginning January 1, 2023 and ending December 31, 2025: •Provides a balanced top- and bottom-line long-term focus through the use of three one-year adjusted net revenue and three one-year adjusted EPS growth metrics (equally weighted) averaged over the three-year performance period: •EPS growth targets take into account an initial assumption for share buybacks •Enhances the link with stockholder returns by adjusting, up or down, the payout from the adjusted average net revenue and adjusted average EPS metrics by Mastercard’s relative TSR (stock price performance plus dividends) versus the S&P 500 member companies to reflect our stockholder experience beginning on the grant date and ending on December 31, 2025 •Provides a payout range from 0%-200% of the granted PSUs •Excludes dividends or dividend equivalents prior to vesting •Shares issuable at vesting are subject to a mandatory one-year holding period •Vested PSUs are eligible for dividend equivalents during the mandatory one-year holding period

  128. Long-term incentives

    | | | Payout range 0% - 150% | | | | | | | EPS 50% of units | | | | | Initial PSU grant | | | Relative TSR vs. S&P 500 (up to +/- 50% modifier) | | | | | | | | | Final PSU payout 0%-200% of granted units | | | | +x | | = | | | | | Net revenue 50% of units | | | | | | | Payout range 0% - 150% | | | |

  129. Long-term incentives

    Vesting of the 2023 PSUs will be based on Mastercard’s performance against the predetermined performance objectives set by the HRCC for the performance period beginning January 1, 2023 and ending December 31, 2025. The HRCC established the 2023-2025 goals at the same time it authorized the PSU awards for the performance period. The targets were intended to be challenging and appropriately incentivize employees to continue to grow profitably and diversify Mastercard in geographic markets with diverse product offerings. The targets were set based on the proposed business plan, and a rigorous process was undertaken to determine the range of performance for each measure. The HRCC relied upon its experience and collective business judgment in establishing goals and believes they are set at levels that require strong performance for target payout and exceptional performance for maximum payout.

  130. Long-term incentives

    | 76 | 2024 MASTERCARD PROXY |

  131. Long-term incentives

    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, actual performance, and payouts for all previously granted PSUs. Stock options Stock options represent 20% 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 the holder, thereby aligning compensation earned with the value stockholders receive over the same period of time. For 2023, stock option awards have an exercise price of $353.50 per share, which was the closing price of Class A common stock on the NYSE on March 1, 2023, vest in three equal annual installments beginning March 1, 2024 and have a maximum term of 10 years. Stock options are not eligible for dividends or dividend equivalents. Restricted stock units RSUs represent 20% of the annual long-term incentive grant value. We believe RSUs help ensure a balanced LTI portfolio that effectively retains and engages our employees, including our NEOs, in a variety of market conditions. For 2023, RSUs vest in three equal annual installments beginning March 1, 2024.

  132. Long-term incentives

    | 2024 MASTERCARD PROXY | 77 |

  133. Long-term incentives

    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.

  134. Participants in the compensation decision-making process

    | Role of compensation consultant | Role of Human Resources and Compensation Committee Exclusive decision-making responsibility for all executive compensation matters with input from management and its independent consultant | | | Role of executive management | | •Attends all HRCC meetings •Reviews and advises on all material aspects of executive compensation and plan design •Reports on executive compensation trends and best practices •Participates in the goal-setting process for incentive compensation plans •Assists with the development of peer group used for comparison of executive compensation •Conducts market check of executive officer compensation relative to the peer group •Tests pay versus performance •Works with HRCC Chairperson to recommend base salary and annual and long-term incentive awards for the CEO •Provides advice with respect to non-employee director compensation | | | •Chief Executive Officer, Chief Administrative Officer, Chief People Officer and other members of management, as appropriate, attend HRCC meetings •Responsible for designing and implementing executive compensation programs •Recommends base salary and annual and long-term incentive awards for executive officers (excluding the CEO) •Recommends incentive plan performance metrics and goals •Presents 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 | |

  135. Annual compensation decision-making process

    Peer group The HRCC, with assistance from its 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 a determination of executive compensation levels for 2023:

  136. Annual compensation decision-making process

    | 1 | 2 | 3 | Peer group | | | | | •Accenture •Adobe •American Express •Block •Bookings Holdings •Broadcom •Discover Financial Services •Fidelity National Information Services •Fiserv •IBM •Intuit •Microsoft •Oracle •PayPal Holdings •Salesforce.com •Visa |

  137. Annual compensation decision-making process

    | 1.Consider initial list of companies 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) | 2.Utilize an objective set of screens to create the list of potential peer companies Size screens: •Revenue, market cap Performance screens: •Revenue growth, market cap to revenue ratio Business screens: •Industry relevance, global presence | 3.Apply secondary list of screens to select the final peer group that in aggregate satisfies the desired objectives Secondary screens: •Business-to-business technology services focus; consumer-facing brand, and multi-national presence |

  138. Annual compensation decision-making process

    The compensation consultant used the peer group above to develop the market data materials that were provided to the HRCC to assist in the 2023 executive compensation decision-making process. Mastercard’s relative size rank within the peer group used for 2023 compensation decision making is shown below:

  139. Annual compensation decision-making process

    | Mastercard’s relative size rank within the peer group |

  140. Annual compensation decision-making process

    Note: As of year-end 2023 Source: FactSet The HRCC reviews the peer group annually and last approved changes in 2022 effective for 2023. In 2023, following its annual review, the HRCC approved the continuation of the current peer group for 2024 compensation decision making. 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.

  141. Annual compensation decision-making process

    | Name | PSUs | Options | RSUs | Total | | Michael Miebach | $13,950,000 | $4,650,000 | $4,650,000 | $23,250,000 | | Sachin Mehra | $5,820,000 | $1,940,000 | $1,940,000 | $9,700,000 | | Craig Vosburg | $4,440,000 | $1,480,000 | $1,480,000 | $7,400,000 | | Timothy Murphy | $4,350,000 | $1,450,000 | $1,450,000 | $7,250,000 | | Edward McLaughlin | $3,420,000 | $1,140,000 | $1,140,000 | $5,700,000 |

  142. Annual compensation decision-making process

    PSUs represent 60% of the annual LTI value. 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 $476.63. Stock options represent 20% of the annual LTI value. Stock option awards have an exercise price of $476.63 per share, the closing stock price on the date of grant, and will vest in three equal annual installments beginning March 1, 2025. The number of stock options awarded was converted from the dollar amounts shown above using a fair value of $164.66. RSUs represent 20% of the annual LTI value. The number of RSUs granted was determined using a stock price of $471.86, which represents the closing stock price on the date of grant, discounted by the expected dividend yield over the vesting period. Awards vest in three equal annual installments beginning March 1, 2025. In addition to the LTI award granted on March 1, 2024 and in connection with Mr. Vosburg’s appointment to Chief Services Officer on April 9, 2024, the HRCC approved an LTI award of $1,400,000 granted as 60% PSU ($840,000), 20% RSUs ($280,000), and 20% stock options ($280,000), mirroring the vesting schedule and conditions for the March 1, 2024 awards.

  143. Stock grant practices

    Stock 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 executive officers. 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.

  144. 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. 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. In accordance with the requirements of the NYSE listing standards, we have adopted the Mastercard Incorporated Executive Officer Incentive Compensation Recovery Policy, which, in the event of an accounting restatement, provides for the mandatory recovery of both cash- and equity-based incentive compensation paid or earned based on the achievement of financial performance measures in excess of the amounts that would have been paid or earned based on the restated financial results. A full copy of the Mastercard Incorporated Executive Officer Incentive Compensation Recovery Policy is attached as an exhibit to our Annual Report on Form 10-K. In addition, the SEAICP and all equity award agreements were amended in 2023 and 2024, respectively, to include a provision allowing the company to recover compensation in cases where detrimental behavior causes material reputational or other harm to the company. These misconduct-based recoupment provisions were enhanced to allow for recovery of compensation where an employee has engaged in conduct that constitutes "cause" under the LTIP and in certain other circumstances. Our NEOs’ participation in the LTIP 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 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.

  145. Severance agreements

    Severance agreements All NEOs are 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 severance plans govern the obligations of the parties following a termination of employment (either in connection with, or independent of, a change in control of Mastercard). In addition, Mastercard believes that severance payments provide an appropriate incentive for executives to comply with certain non-competition, non-solicitation and non-disclosure restrictions following a termination of employment. Moreover, the benefits provided to the NEOs in the event of 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.

  146. Severance agreements

    | 2024 MASTERCARD PROXY | 85 |

  147. Severance agreements

    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 2023 Form 10-K.

  148. Human Resources and 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) | | Michael Miebach President and Chief Executive Officer | 2023 | 1,237,500 | — | 16,184,841 | 3,950,064 | 4,060,000 | — | 314,093 | 25,746,498 | | | 2022 | 1,145,833 | — | 11,744,540 | 2,995,002 | 4,967,900 | — | 205,268 | 21,058,543 | | | 2021 | 1,000,000 | — | 9,627,904 | 2,300,019 | 2,970,000 | — | 222,132 | 16,120,055 | | Sachin Mehra Chief Financial Officer | 2023 | 791,667 | — | 6,539,909 | 1,700,066 | 1,785,240 | — | 80,963 | 10,897,845 | | | 2022 | 733,333 | — | 5,196,223 | 1,325,008 | 2,179,408 | — | 74,987 | 9,508,959 | | | 2021 | 650,000 | — | 3,851,316 | 920,026 | 1,320,303 | — | 65,937 | 6,807,582 | | Craig Vosburg Chief Product Officer | 2023 | 741,667 | — | 5,001,027 | 1,300,094 | 1,343,063 | — | 77,265 | 8,463,116 | | | 2022 | 691,667 | — | 4,098,046 | 1,045,039 | 1,506,751 | — | 70,736 | 7,412,239 | | | 2021 | 650,000 | — | 3,558,258 | 850,059 | 1,270,426 | — | 66,483 | 6,395,226 | | Timothy Murphy Chief Administrative Officer | 2023 | 716,667 | — | 4,616,310 | 1,200,040 | 1,398,163 | — | 74,660 | 8,005,840 | | | 2022 | 670,833 | — | 3,764,650 | 960,031 | 1,513,476 | — | 68,608 | 6,977,598 | | | 2021 | 642,803 | — | 2,930,500 | 700,038 | 1,214,688 | — | 65,739 | 5,553,768 | | Edward McLaughlin President, Mastercard Technology & CTO | 2023 | 670,833 | — | 3,693,316 | 960,007 | 983,742 | — | 69,892 | 6,377,790 | | Michael Froman5 Former Vice Chair and President, Strategic Growth | 2023 | 293,750 | — | 4,616,310 | 1,200,040 | 559,539 | — | 43,625 | 6,713,264 | | | 2022 | 670,833 | — | 3,764,650 | 960,031 | 1,392,398 | — | 69,892 | 6,857,804 | | | 2021 | 650,000 | — | 3,014,554 | 720,028 | 1,214,688 | — | 67,730 | 5,667,000 |

  149. Human Resources and Compensation Committee

    | Outstanding equity awards at 2023 fiscal year end The following table sets forth certain information with respect to all outstanding option awards and stock awards held by each of our NEOs on December 31, 2023: | | | | | | | | | | | | | Option awards | | | | | | Stock awards | | | | | Name | Stock option grant date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | | (a) | | (b) | (c) | (d) | (e) | (f) | (g)1 | (h)2 | (i)3 | (j)4 | | Michael Miebach | | | | | | | 53,175 | $22,679,669 | 119,210 | $50,844,257 | | | 3/1/20175 | 23,552 | — | — | $112.31 | 3/1/2027 | | | | | | | 3/1/20186 | 29,952 | — | — | $173.49 | 3/1/2028 | | | | | | | 3/1/20197 | 26,400 | — | — | $227.25 | 3/1/2029 | | | | | | | 3/1/20209 | 8,811 | 2,937 | — | $290.25 | 3/1/2030 | | | | | | | 3/1/202110 | 12,540 | 12,542 | — | $362.90 | 3/1/2031 | | | | | | | 3/1/202211 | 11,485 | 22,972 | — | $344.48 | 3/1/2032 | | | | | | | 3/1/202312 | — | 32,057 | — | $353.50 | 3/1/2033 | | | | | | Sachin Mehra | | | | | | | 22,267 | $9,497,098 | 51,936 | $22,151,223 | | | 3/1/20175 | 5,776 | — | — | $112.31 | 3/1/2027 | | | | | | | 3/1/20186 | 6,724 | — | — | $173.49 | 3/1/2028 | | | | | | | 3/1/20197 | 4,716 | — | — | $227.25 | 3/1/2029 | | | | | | | 4/1/20198 | 17,816 | — | — | $239.05 | 4/1/2029 | | | | | | | 3/1/20209 | 9,759 | 3,254 | — | $290.25 | 3/1/2030 | | | | | | | 3/1/202110 | 5,016 | 5,017 | — | $362.90 | 3/1/2031 | | | | | | | 3/1/202211 | 5,081 | 10,163 | — | $344.48 | 3/1/2032 | | | | | | | 3/1/202312 | — | 13,797 | — | $353.50 | 3/1/2033 | | | | | | Craig Vosburg | | | | | | | 19,434 | $8,288,795 | 40,268 | $17,174,705 | | | 3/1/20175 | 54,168 | — | — | $112.31 | 3/1/2027 | | | | | | | 3/1/20186 | 33,008 | — | — | $173.49 | 3/1/2028 | | | | | | | 3/1/20197 | 28,284 | — | — | $227.25 | 3/1/2029 | | | | | | | 3/1/20209 | 8,811 | 2,937 | — | $290.25 | 3/1/2030 | | | | | | | 3/1/202110 | 4,634 | 4,636 | — | $362.90 | 3/1/2031 | | | | | | | 3/1/202211 | 4,007 | 8,016 | — | $344.48 | 3/1/2032 | | | | | | | 3/1/202312 | — | 10,551 | — | $353.50 | 3/1/2033 | | | | |

  150. Human Resources and Compensation Committee

    | Outstanding equity awards at 2023 fiscal year end The following table sets forth certain information with respect to all outstanding option awards and stock awards held by each of our NEOs on December 31, 2023: | | | | | | | | | | | | | Option awards | | | | | | Stock awards | | | | | Name | Stock option grant date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | | (a) | | (b) | (c) | (d) | (e) | (f) | (g)1 | (h)2 | (i)3 | (j)4 | | Timothy Murphy | | | | | | | 16,659 | $7,105,230 | 37,090 | $15,819,256 | | | 3/1/20209 | 8,673 | 2,894 | — | $290.25 | 3/1/2030 | | | | | | | 3/1/202110 | 3,816 | 3,818 | — | $362.90 | 3/1/2031 | | | | | | | 3/1/202211 | 3,681 | 7,364 | — | $344.48 | 3/1/2032 | | | | | | | 3/1/202312 | — | 9,739 | — | $353.50 | 3/1/2033 | | | | | | Edward McLaughlin | | | | | | | 13,903 | $5,929,769 | 29,534 | $12,596,546 | | | 3/1/20175 | 25,908 | — | — | $112.31 | 3/1/2027 | | | | | | | 3/1/20186 | 21,392 | — | — | $173.49 | 3/1/2028 | | | | | | | 3/1/20197 | 19,800 | — | — | $227.25 | 3/1/2029 | | | | | | | 3/1/20209 | 6,507 | 2,169 | — | $290.25 | 3/1/2030 | | | | | | | 3/1/202110 | 3,272 | 3,272 | — | $362.90 | 3/1/2031 | | | | | | | 3/1/202211 | 2,914 | 5,830 | — | $344.48 | 3/1/2032 | | | | | | | 3/1/202312 | — | 7,791 | — | $353.50 | 3/1/2033 | | | | | | Michael Froman | | | | | | | 16,978 | $7,241,287 | 37,090 | $15,819,256 | | | 3/1/20197 | 28,284 | — | — | $227.25 | 3/1/2029 | | | | | | | 3/1/20209 | 8,811 | 2,937 | — | $290.25 | 3/1/2030 | | | | | | | 3/1/202110 | 3,926 | 3,926 | — | $362.90 | 3/1/2031 | | | | | | | 3/1/202211 | 3,681 | 7,364 | — | $344.48 | 3/1/2032 | | | | | | | 3/1/202312 | — | 9,739 | — | $353.50 | 3/1/2033 | | | | |

  151. Definitions

    | Year1 | Summary Compensation Table Total for first PEO2 | Compensation Actually Paid to first PEO | Summary Compensation Table Total for second PEO2 | Compensation Actually Paid to second PEO | Average Summary Compensation Table Total for Non-PEO NEOs2 | Average Compensation Actually Paid to Non-PEO NEOs | Year-End Value of $100 Investment Based On:3 | | GAAP Net Income ($ millions) | Company- Selected Measure | | | | | | | | | Total Shareholder Return | S&P 500 Financials Total Shareholder Return | | Adjusted Net Revenue ($ millions)4 | | 2023 | n/a | n/a | $25,746,498 | $47,120,269 | $8,091,571 | $15,629,985 | $146 | $133 | $11,195 | $25,054 | | 2022 | n/a | n/a | $21,058,543 | $19,027,153 | $7,689,150 | $5,794,258 | $118 | $119 | $9,930 | $22,901 | | 2021 | n/a | n/a | $16,120,055 | $10,224,761 | $9,059,920 | $905,219 | $122 | $133 | $8,687 | $18,961 | | 2020 | $27,774,448 | $39,537,793 | n/a | n/a | $7,444,659 | $10,214,686 | $120 | $98 | $6,411 | $15,460 |

  152. Compensation Actually Paid vs MA and S&P 500 Financials TSR

    Compensation Actually Paid vs MA and S&P 500 Financials TSR

  153. Compensation Actually Paid vs MA GAAP Net Income

    Compensation Actually Paid vs MA GAAP Net Income

  154. Compensation Actually Paid vs MA Adjusted Net Revenue

    Compensation Actually Paid vs MA Adjusted Net Revenue

  155. Compensation Actually Paid vs MA Adjusted Net Revenue

    | Listed below are the financial measures that in our assessment represent the most important performance measures we use to link “compensation actually paid” for the last fiscal year to company performance: | | | •Adjusted EPS •Adjusted Net Income | •Adjusted Net Revenue •Relative Total Shareholder Return |

  156. Compensation Actually Paid vs MA Adjusted Net Revenue

    | 2024 MASTERCARD PROXY | 105 |

  157. Compensation Actually Paid vs MA Adjusted Net Revenue

    | | 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 2024. |

  158. Compensation Actually Paid vs MA Adjusted Net Revenue

    | 106 | 2024 MASTERCARD PROXY |

  159. Compensation Actually Paid vs MA Adjusted Net Revenue

    | Proposal 3: Ratification of the appointment of independent registered public accounting firm for 2024 | The Board unanimously recommends that stockholders vote FOR ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Mastercard for 2024. | |

  160. Compensation Actually Paid vs MA Adjusted Net Revenue

    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, 2024. 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 bylaws 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 Chairperson and to the committee at its next regular meeting. The Audit Committee may delegate power to its chairperson 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 connection with 2023 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. As part of this review process, PwC was evaluated utilizing guidance prescribed by the Center for Audit Quality. Further, the Audit Committee assures the mandated rotation of the lead engagement partner in accordance with SEC rules and oversees the selection process. This process involves a meeting between the Audit Committee Chairperson and the candidate for the role, as well as discussions with the committee and management. Consistent with this process, we rotated our lead engagement partner in 2023.

  161. Compensation Actually Paid vs MA Adjusted Net Revenue

    | 2024 MASTERCARD PROXY | 107 |

  162. Compensation Actually Paid vs MA Adjusted Net Revenue

    Audit fees and all other fees Set forth below are the aggregate audit and non-audit fees billed to Mastercard by PwC for 2023 and 2022 (in thousands):

  163. Compensation Actually Paid vs MA Adjusted Net Revenue

    | Type of fee | Description | 2023 | 2022 | | Audit fees | For the annual integrated audit, the quarterly reviews of the consolidated financial statements and the statutory audits required for certain businesses, countries or jurisdictions in which we operate, as well as comfort letters, consents or services provided in connection with other statutory and regulatory filings | $11,504 | $10,625 | | Audit-related fees | For assurance and audit-related services (not included in the audit fees set forth above) reasonably associated with the performance of the audit or review of our financial statements, primarily internal controls review of selected information systems | $2,992 | $2,901 | | Tax fees | For tax compliance, tax advice and tax planning services | $331 | $198 | | All other fees | All other fees for permitted services that do not fit into the above categories, primarily fees for compliance-related services and consulting services | $292 | $191 | | Total | | $15,119 | $13,915 |

  164. Compensation Actually Paid vs MA Adjusted Net Revenue

    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://investor.mastercard.com/investor-relations/corporate-governance/board-committees/default.aspx. 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: •quality and integrity of Mastercard’s financial statements •Mastercard’s financial and operational risk exposures and compliance with legal and regulatory requirements •qualifications, performance and independence of the independent registered public accounting firm engaged to perform the integrated audit of the company •performance of Mastercard’s internal audit function •quality of Mastercard’s internal controls •risk assessment and risk management of the company, in coordination with the Risk Committee 2023 actions In 2023, the Audit Committee met 9 times and fulfilled its duties and responsibilities. Among other things, the committee performed the following: