DEF 14A of Mastercard Inc
Filed Apr 27, 2026 · FY20250001141391-26-000021
Skills and experience
Skills and experience The NCG strives to cultivate a Board that represents a range of skills, leadership experiences and other experiences relevant to Mastercard’s strategic vision and global activities. Indicated below are the skills and experiences that the NCG has identified and determined to be important for Board membership and the director nominees who have each such skill or experience. 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.
Skills and experience
| Skills and experience | | | | | | | | | | | | | Name | Consumer | C-suite experience | Financial and risk | Global perspective | Human capital management | Information security | Payments | Public company board experience | Regulatory and governmental | Strategy and business development | Technology, digital and innovation | | Janow | | | l | l | l | l | l | l | l | l | l | | Bracher | l | l | l | l | l | l | l | l | l | l | l | | Davis | l | l | l | l | l | | l | l | l | l | l | | Genachowski | l | l | l | l | | l | | l | l | l | l | | Goh | l | l | l | l | l | l | | l | | l | l | | Matsumoto | | l | l | l | l | | | l | | l | l | | Miebach | l | l | l | l | l | l | l | l | l | l | l | | Moon | l | | l | l | | | | l | | l | l | | Sulzberger | l | | l | l | | | | l | l | l | | | Talwar | l | l | l | l | l | l | l | l | l | l | l | | Uggla | | l | l | l | l | l | | l | l | l | l | | Total | 8 | 8 | 11 | 11 | 8 | 7 | 5 | 11 | 8 | 11 | 10 |
Skills and experience
| Skills and experience descriptions | | | | | | | | Consumer including brand, marketing and retail experience and other merchant background | | | | Information security including cybersecurity and data privacy | | | C-suite experience including service as a chief executive officer or other senior executive at a publicly traded company | | | | Payments including within retail banking, payments infrastructure, telecommunications, technology and data | | | Financial and risk including corporate finance, financial accounting or enterprise risk management | | | | Public company board experience both U.S. and non-U.S. | | | Global perspective including significant experience internationally or focused on international issues or operations | | | | Regulatory and governmental including deep engagement with regulators as part of a business and/or through positions with governments and regulatory bodies | | | Human capital management including developing and/or overseeing human capital management, including compensation and succession planning | | | | Strategy and business development including experience in strategic planning, mergers and acquisitions, growth strategies or business expansion | | | | | Technology, digital and innovation including application of technology in payments, emerging technologies and applications | | |
Skills and experience
| 2026 MASTERCARD PROXY | 27 |
Skills and experience
| | Merit E. Janow Dean Emerita, School of International and Public Affairs, and Professor of Practice, International Economic Law and International Affairs, Columbia University | | | Key experiences, qualifications and skills 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 and cybersecurity. She brings deep experience in working 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. |
Skills and experience
| Board Chairperson since January 2022 Former Lead Director January 2021-December 2021 Director since June 2014 Age at Annual Meeting 68 Board committees •Nominating and Corporate Governance (chairperson) •Audit •Risk | Professional experience Columbia University, a private university •Dean Emerita, School of International and Public Affairs (since 2022) •Professor of Practice, International Economic Law and International Affairs (since 1994) U.S. Department of Justice, a federal agency that enforces the law and ensures fair administration of justice •Executive Director of the International Competition Policy Advisory Committee of the U.S. Department of Justice’s Antitrust Division (1997-2000) Office of the U.S. Trade Representative, a federal agency responsible for developing and promoting U.S. foreign trade policies •Deputy Assistant U.S. Trade Representative for Japan and China (1990-1993) | Current U.S.-listed company and investment company directorships Aptiv PLC, a global technology company (since 2021) •Member, Compensation and Human Resources Committee •Member, Nominating and Governance Committee American Funds, a mutual fund family of the Capital Group, consisting of more than 20 funds (since 2001) •Member, Nominating and Governance Committee •Member, Proxy Committee Prior U.S.-listed company directorships (within past five years) Trimble Inc., a software, hardware and services technology company (2008-2021) |
Skills and experience
| | | | | | | | | | | | | | Consumer | C-suite experience | Financial and risk | Global perspective | Human capital management | Information security | Payments | Public company board experience | Regulatory and governmental | Strategy and business development | Technology, digital and innovation | Audit Committee financial expert |
Skills and experience
| 28 | 2026 MASTERCARD PROXY |
Skills and experience
| | Candido Bracher Former CEO, Itaú Unibanco Group | | | Key experiences, qualifications and skills 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 significant insight with respect to culture development and talent management. |
Skills and experience
| Director since September 2021 Age at Annual Meeting 67 Board committees •Audit •Risk | Professional experience Itaú Unibanco Group, a Brazilian financial services company •Chief Executive Officer (2017-2021) •Senior Vice President, Wholesale Banking (2015-2017) •Vice President (2004-2015) | Current U.S.-listed company directorships Itaú Unibanco Holding S.A., a Brazilian financial services company (since 2003) •President, Nomination and Corporate Governance Committee •Member, Related Parties Committee •Member, Risk and Capital Management Committee •Member, Environmental, Social and Climate Responsibility Committee •Member, Compensation Committee •Member, Personnel Committee |
Skills and experience
| | | | | | | | | | | | | | Consumer | C-suite experience | Financial and risk | Global perspective | Human capital management | Information security | Payments | Public company board experience | Regulatory and governmental | Strategy and business development | Technology, digital and innovation | Audit Committee financial expert |
Skills and experience
| 2026 MASTERCARD PROXY | 29 |
Skills and experience
| | Richard K. Davis Former Executive Chairman and CEO, U.S. Bancorp | | | Key experiences, qualifications and skills 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 significant insight with respect to culture development and talent management. |
Skills and experience
| Director since June 2018 Age at Annual Meeting 68 Board committees •Human Resources and Compensation (chairperson) •Nominating and Corporate Governance | Professional experience Mayo Clinic, a nonprofit medical practice and research group •Chairman of the Board of Trustees (since 2025) Make-A-Wish America, a nonprofit organization •Chief Executive Officer (2019-2022) U.S. Bancorp, a parent company of U.S. Bank, one of the largest commercial banks in the United States •Executive Chairman (2017-2018) •Chairman (2007-2017) •Chief Executive Officer (2006-2017) •President (2004-2016) | Current U.S.-listed company directorships Dow Inc., a global materials science company (since 2015) •Independent Lead Director •Chair, Audit Committee •Member, Compensation and Leadership Development Committee •Member, Corporate Governance Committee Wells Fargo & Company, a financial services company (since 2022) •Chair, Governance and Nominating Committee •Member, Risk Committee |
Skills and experience
| | | | | | | | | | | | | | Consumer | C-suite experience | Financial and risk | Global perspective | Human capital management | Information security | Payments | Public company board experience | Regulatory and governmental | Strategy and business development | Technology, digital and innovation | Audit Committee financial expert |
Skills and experience
| 30 | 2026 MASTERCARD PROXY |
Skills and experience
| | Julius Genachowski Former Chairman, U.S. Federal Communications Commission | | | Key experiences, qualifications and skills 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 his experience in private equity at a large public operating company and on public company audit committees. |
Skills and experience
| Director since June 2014 Age at Annual Meeting 63 Board committees •Audit (chairperson) •Nominating and Corporate Governance •Risk | Professional experience The Carlyle Group, a global investment company •Senior Advisor (since 2024) •Partner and Managing Director (2014-2023) U.S. Federal Communications Commission, a federal agency responsible for implementing and enforcing U.S. communications law and regulations •Chairman (2009-2013) IAC Inc. (formerly IAC/InterActiveCorp), an internet, e-commerce and media company •Member of Barry Diller’s Office of the Chairman, Chief of Business Operations, General Counsel and other roles (1997-2005) | Current U.S.-listed company directorships Mattel, Inc., a multinational toy manufacturing and entertainment company (since 2024) •Member, Audit Committee •Member, Governance and Social Responsibility Committee Sonos, Inc., an audio equipment manufacturer (since 2013) •Chair of the Board •Chair, Nominating and Corporate Governance Committee •Member, Audit Committee •Member, Compensation and People Committee Other current publicly listed company directorships Hexaware Technologies Limited, a global digital and technology services company (since 2021) |
Skills and experience
| | | | | | | | | | | | | | Consumer | C-suite experience | Financial and risk | Global perspective | Human capital management | Information security | Payments | Public company board experience | Regulatory and governmental | Strategy and business development | Technology, digital and innovation | Audit Committee financial expert |
Skills and experience
| 2026 MASTERCARD PROXY | 31 |
Skills and experience
| | Choon Phong Goh CEO, Singapore Airlines Limited | | | Key experiences, qualifications and skills 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 significant insight with respect to culture development and talent management. |
Skills and experience
| Director since April 2018 Age at Annual Meeting 62 Board committees •Nominating and Corporate Governance •Risk | Professional experience Singapore Airlines Limited, a multinational airline •Chief Executive Officer (since 2011) •Executive Vice President, Marketing and the Regions (June 2010-December 2010) •President of Singapore Airlines Cargo (2006-2010) •Several executive positions (since 1990) International Air Transportation Association, a global airline trade association •Member, Board of Governors (2011-2023) •Chairman, Board of Governors (2017-2018) | Current U.S.-listed company directorships None Other current publicly listed company directorships Singapore Airlines Limited (since 2010) SIA Engineering Company Limited, an aerospace company majority owned by Singapore Airlines Limited (since 2010) |
Skills and experience
| | | | | | | | | | | | | | Consumer | C-suite experience | Financial and risk | Global perspective | Human capital management | Information security | Payments | Public company board experience | Regulatory and governmental | Strategy and business development | Technology, digital and innovation | Audit Committee financial expert |
Skills and experience
| 32 | 2026 MASTERCARD PROXY |
Skills and experience
| | Oki Matsumoto Founder, Chairman and former CEO, Monex Group, Inc. | | | Key experiences, qualifications and skills Mr. Matsumoto brings to the Board global perspective and extensive financial expertise as the founder, 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. As a former CEO, he brings significant insight with respect to culture development and talent management. |
Skills and experience
| Director since June 2016 Age at Annual Meeting 62 Board committees •Human Resources and Compensation | Professional experience Monex Group, Inc., an online financial services holding company •Founder, Chief Executive Officer and several other executive positions (1999-2023) Tokyo Stock Exchange, a Japanese stock exchange •Outside Director (2008-2013) Financial Counsel to the Prime Minister of Japan, an advisory body supporting the Prime Minister on financial matters •Member, Financial Counsel (1999-2000) Goldman Sachs, a multinational investment bank and financial services company •General Partner and several other leadership positions (1990-1998) | Current U.S.-listed company directorships Coincheck Group N.V., a global holding company within the crypto exchange industry majority owned by Monex Group, Inc. (since 2024) •Executive Chairman and Executive Director Other current publicly listed company directorships Monex Group, Inc. (since 1999) •Chairman of the Board of Directors |
Skills and experience
| | | | | | | | | | | | | | Consumer | C-suite experience | Financial and risk | Global perspective | Human capital management | Information security | Payments | Public company board experience | Regulatory and governmental | Strategy and business development | Technology, digital and innovation | Audit Committee financial expert |
Skills and experience
| 2026 MASTERCARD PROXY | 33 |
Skills and experience
| | Michael Miebach President and CEO, Mastercard | | | Key experiences, qualifications and skills 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 and customers, as well as experience with culture development and talent management. 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 payments technology. |
Skills and experience
| Director since January 2021 Age at Annual Meeting 58 | Professional experience Mastercard Incorporated •Chief Executive Officer and President (since January 2021) •President (February 2020-December 2020) •Chief Product Officer (2016-2020) •President, Middle East and Africa (2010-2015) Barclays Bank PLC, a bank and global financial services provider •Managing Director, Middle East and North Africa (2008-2010) •Managing Director, Sub-Saharan Africa (2007-2008) Citigroup Inc., a bank and global financial services provider •Several executive positions in Germany, Austria, U.K. and Turkey (1994-2007) | Current U.S.-listed company directorships International Business Machines Corporation, a technology and consulting company (since 2023) •Member, Executive Compensation and Management Resources Committee |
Skills and experience
| | | | | | | | | | | | | | Consumer | C-suite experience | Financial and risk | Global perspective | Human capital management | Information security | Payments | Public company board experience | Regulatory and governmental | Strategy and business development | Technology, digital and innovation | Audit Committee financial expert |
Skills and experience
| 34 | 2026 MASTERCARD PROXY |
Skills and experience
| | Youngme Moon Donald K. David Professor of Business Administration, Harvard Business School | | | Key experiences, qualifications and skills 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 experience based on her exposure to research at Harvard Business School. She contributes valuable insight through her extensive experience as a director at several retail and retail-centric consumer products companies. |
Skills and experience
| Director since June 2019 Age at Annual Meeting 62 Board committees •Risk (chairperson) •Human Resources and Compensation | Professional experience Harvard Business School, a private university •Donald K. David Professor of Business Administration (since 2008) •Senior Associate Dean for Strategy and Innovation and the MBA Program (2010-2014) •Associate Professor (2003-2007) •Assistant Professor (1998-2003) | Current U.S.-listed company directorships Warby Parker Inc., an eyewear company (since 2018) •Member, Compensation Committee Prior U.S.-listed company directorships (within past five years) Sweetgreen, Inc., an American fast-casual restaurant chain (2016-2025) Unilever PLC, a British multinational consumer goods company (2016-2024) |
Skills and experience
| | | | | | | | | | | | | | Consumer | C-suite experience | Financial and risk | Global perspective | Human capital management | Information security | Payments | Public company board experience | Regulatory and governmental | Strategy and business development | Technology, digital and innovation | Audit Committee financial expert |
Skills and experience
| 2026 MASTERCARD PROXY | 35 |
Skills and experience
| | Gabrielle Sulzberger Senior Managing Director, Centerbridge Partners, L.P. and Senior Advisor, Teneo | | | Key experiences, qualifications and skills 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 corporate governance experience, as the former leader of a consulting firm’s ESG advisory practice and as a former director at several publicly traded U.S. merchants, including as a former chair of a major merchant in the quality retail food business. Her experience as a chief financial officer provides a strong foundation for financial oversight, while her service on numerous public company boards contributes seasoned business judgment and corporate governance insight. |
Skills and experience
| Director since December 2018 Age at Annual Meeting 65 Board committees •Audit •Nominating and Corporate Governance | Professional experience Centerbridge Partners, L.P., a private investment firm •Senior Managing Director (since 2024) •Senior Advisor (2021-2024) Teneo, a global CEO advisory firm •Senior Advisor (since 2024) •Chair, Global ESG Advisory (2021-2024) TwoSigma Impact, a New York-based private equity fund •Strategic Advisor (2020-2024) Fontis Partners, L.P., a California-based private equity fund •General Partner (2005-2018) Gluecode Software Inc., an open-source software company •Chief Financial Officer (2002-2005) | Current U.S.-listed company directorships Eli Lilly and Company, a multinational pharmaceutical company (since 2021) •Member, Audit Committee •Member, Directors and Corporate Governance Committee Prior U.S.-listed company directorships (within past five years) Warby Parker Inc., an eyewear company (2021-2024) Cerevel Therapeutics Holdings, Inc., a biopharmaceutical company (2019-2024) Brixmor Property Group Inc., a real estate investment trust (2015-2021) |
Skills and experience
| | | | | | | | | | | | | | Consumer | C-suite experience | Financial and risk | Global perspective | Human capital management | Information security | Payments | Public company board experience | Regulatory and governmental | Strategy and business development | Technology, digital and innovation | Audit Committee financial expert |
Skills and experience
| 36 | 2026 MASTERCARD PROXY |
Skills and experience
| | Harit Talwar Former Partner, Goldman Sachs and former Global Head of Goldman Sachs’ Consumer Business | | | Key experiences, qualifications and skills 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 public and private company boards. This experience provides global perspective and regulatory insight. His experience leading complex business functions brings significant insight with respect to culture development and talent management. Over the course of his career, Mr. Talwar has overseen public company financial performance and operated within highly regulated environments, with extensive experience in financial oversight, internal controls and risk management. |
Skills and experience
| Director since April 2022 Age at Annual Meeting 65 Board committees •Audit •Human Resources and Compensation | Professional experience Goldman, Sachs & Co., a multinational investment bank and financial services company •Chairman of the Consumer Business (Marcus) (January 2021-December 2021) •Global Head of the Consumer Business (Marus) (2015-2021) Discover Financial Services, a digital banking and payment services company •President, U.S. Cards (2008-2015) •Executive Vice President, Head of Payments (2004-2008) Morgan Stanley, a global financial services firm •Head of Consumer Banking International (2000-2003) | Current U.S.-listed company directorships Better Home & Finance Holding Company, a digital-first homeownership company (since 2022) •Chairman of the Board of Directors |
Skills and experience
| | | | | | | | | | | | | | Consumer | C-suite experience | Financial and risk | Global perspective | Human capital management | Information security | Payments | Public company board experience | Regulatory and governmental | Strategy and business development | Technology, digital and innovation | Audit Committee financial expert |
Skills and experience
| 2026 MASTERCARD PROXY | 37 |
Skills and experience
| | Lance Uggla Vice Chair, General Atlantic and Co-Founder, BeyondNetZero (a General Atlantic fund) | | | Key experiences, qualifications and skills Mr. Uggla brings to the Board a global perspective as well as deep insight across data, technology and innovation as a former chairman and 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 former founder and CEO of an information and analytics company, as well as through executive management positions at global investment dealers. As the founder of a climate growth equity fund, Mr. Uggla contributes valuable sustainability perspective. His broad CEO service also brings significant insight with respect to culture development and talent management. |
Skills and experience
| Director since June 2019 Age at Annual Meeting 64 Board committees •Human Resources and Compensation •Nominating and Corporate Governance | Professional experience General Atlantic, a leading global growth equity investor •Vice Chair (since 2023) BeyondNetZero, the climate investing venture of General Atlantic’s broader portfolio •Co-Founder (since 2022) •Chief Executive Officer (2022-2024) IHS Markit Ltd. (formerly Markit Ltd.), a global information provider •Chairman and Chief Executive Officer, IHS Markit Ltd. (2018-2022) •President and Chief Operating Officer, IHS Markit Ltd. (2016-2017) •Founder and several other executive positions, Markit Ltd. (2003-2016) Toronto-Dominion Securities, a multinational investment bank and financial services provider •Several executive positions, including Vice Chairman and Head of Europe and Asia (1995-2003) | Current U.S.-listed company directorships None Prior U.S.-listed company directorships (within past five years) IHS Markit Ltd. (2016-2022) |
Skills and experience
| | | | | | | | | | | | | | Consumer | C-suite experience | Financial and risk | Global perspective | Human capital management | Information security | Payments | Public company board experience | Regulatory and governmental | Strategy and business development | Technology, digital and innovation | Audit Committee financial expert |
Skills and experience
| 38 | 2026 MASTERCARD PROXY |
Skills and experience
Board and committees Board of Directors
Skills and experience
| | 6 number of meetings in 2025 | 75%+ attendance Board and committee meetings | | 100% attendance 2025 annual meeting of stockholders | | Merit E. Janow Board Chairperson (since January 1, 2022) | | | | | | 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 sessions without management present and may meet more frequently upon the request of any independent director. Our Board Chairperson, Ms. Janow, presides at these sessions. Director attendance at meetings During 2025, 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 2025 annual meeting of stockholders. Director business and region visits Our Board uses its meetings to gain firsthand understanding of the culture across regions, 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 external stakeholders, such as policymakers, government officials, industry experts and business leaders, and customers that are strategically important to our business. | | | We have an independent Board Chairperson, Merit E. Janow. Ms. Janow was unanimously elected by the Board to the independent Board Chairperson role effective January 1, 2022 and previously served as our Lead Director. The role of the Board Chairperson 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. Ms. Janow’s responsibilities as Board Chairperson 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 Given Ms. Janow’s previous experience on our Board, knowledge of Mastercard and ability to provide independent oversight of management, the Board believes that having Ms. Janow as our independent Board Chairperson is currently in the best interests of Mastercard and its stockholders. | | | | |
Skills and experience
Board committees The Board has standing Audit, Human Resources and Compensation, Nominating and Corporate Governance, and Risk Committees, each of which operates under a written charter that is posted on our website, https://investor.mastercard.com/corporate-governance/board-committees/default.aspx. In January 2026, Julius Genachowski rotated from the Human Resources and Compensation Committee to the Nominating and Corporate Governance Committee.
Skills and 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. |
Skills and experience
| 2026 MASTERCARD PROXY | 39 |
Skills and experience
| Audit Committee Julius Genachowski Chairperson | | Human Resources and Compensation Committee Richard K. Davis Chairperson | | | Number of meetings in 2025 9 Other committee members: •Candido Bracher •Merit E. Janow •Rima Qureshi* •Gabrielle Sulzberger •Harit Talwar 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 103-105. Independence Each committee member has been determined by the Board to qualify as independent under the independence criteria established by the 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. Talwar as an “Audit Committee financial expert” under the applicable SEC rules based on their experience and qualifications. * Until the Annual Meeting, at which Ms. Qureshi will not stand for re-election | Number of meetings in 2025 5 Other committee members: •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 | •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 61. |
Skills and experience
| 40 | 2026 MASTERCARD PROXY |
Skills and experience
| Nominating and Corporate Governance Committee Merit E. Janow Chairperson | | Risk Committee Youngme Moon Chairperson | | | Number of meetings in 2025 5 Other committee members: •Richard K. Davis •Choon Phong Goh •Gabrielle Sulzberger •Lance Uggla •Julius Genachowski (joined in January 2026) 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, in coordination with the other committees of the Board, as applicable, Mastercard’s environmental, social and governance policies and programs, including those related to corporate responsibility, environmental stewardship and human rights Review of director commitments Under our Corporate Governance Guidelines, the NCG reviews on an annual basis directors’ time commitments. In addition, 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 another public company board appointment. Directors’ service on public company boards is reviewed on an annual 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 2025 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; enterprise resilience, inclusive of crisis management, 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. * Until the Annual Meeting, at which Ms. Qureshi will not stand for re-election |
Skills and experience
| 2026 MASTERCARD PROXY | 41 |
Skills and 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 the 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 Chairperson/NCG Chairperson reviews the questionnaire results and shares them with each committee chairperson. Our Board Chairperson 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.
Skills and experience
| 1 | The NCG determines evaluation process format and considers possible enhancements, including whether to use a third-party facilitator. | | 2 | If no facilitator is used, the NCG oversees the updated questionnaires to elicit relevant feedback on topics, including Board and committee performance, dynamics and structure. | | 3 | Board Chairperson and committee chairpersons review, summarize and share results with the other directors. | | 4 | Determinations are made as to action items to ensure the ongoing effectiveness of the Board and its committees. |
Skills and experience
| 42 | 2026 MASTERCARD PROXY |
Skills and 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. 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.
Skills and experience
| Artificial intelligence oversight Our Board provides ongoing oversight of the company’s approach to ethical, responsible and effective use of AI and data across the enterprise. We have implemented comprehensive generative AI guidelines to oversee the ethical and responsible use of AI. These guidelines are informed by our broader data and technology responsibility principles and are designed to evolve as technology, business needs and regulatory expectations change. Our Risk Committee receives periodic briefings from the Chief Privacy, AI & Data Responsibility Officer. The entire Board receives regular updates on AI strategy from our Chief AI & Data Officer, including reports regarding certain potential uses of generative AI and the development of generative AI governance principles. Our Board also receives insights on AI from external industry experts. |
Skills and 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, AI & 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. Our Board and the Risk Committee also receive information about these topics as part of regular business, legal and regulatory updates. In addition, we engage directors as part of cybersecurity and data breach incident simulations. Further, we have protocols in place to timely inform the Audit Committee of a material cybersecurity incident that could have a potential impact on our financial statements. |
Skills and experience
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Skills and experience
| Board of Directors Our Board oversees major risks, including strategic, operational (including cybersecurity), legal and regulatory, financial and CEO succession planning risks. |
Skills and experience
The Board’s standing committees oversee delegated responsibilities for specific risks and other duties delegated by the Board.
Skills and 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 •In coordination with other committees, environmental, social and governance policies and programs | •Employee compensation policies and practices •People and capabilities policies and practices, including those related to organizational engagement and effectiveness and employee development •Non-executive director compensation policies and practices •Executive 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 •Enterprise resilience, inclusive of crisis management •Regulatory risks •Franchise and competition (including digital disintermediation) risks |
Skills and experience
In overseeing these risks, the Board gives consideration to our brand and reputation, as well as to our culture and conduct.
Skills and 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 |
Skills and experience
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Skills and 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 Administrative Officer, General Counsel, Chief Financial Officer, Chief Risk Officer, Chief Compliance Officer and Chief Audit Executive. •Audit Committee. The Audit Committee oversees risk management policies and processes by periodically meeting with management, the Chief Audit Executive 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 Chief Audit Executive, the Chief Compliance Officer has functional reporting to the committee. The Audit Committee reviews 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. When establishing compensation program elements, making awards and determining final payouts for incentive compensation, the HRCC considers the relationship of Mastercard’s risk oversight to compensation policies and practices for all employees and 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 81. •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 and evaluation of performance; environmental, social and governance policies and programs; and legal and public policy matters that could have a significant impact on Mastercard. •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 enterprise resilience, inclusive of crisis management, operations and technology, privacy and data protection, regulatory affairs, franchise and competition (including digital disintermediation).
Skills and experience
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Skills and experience
Our corporate governance practices Our robust corporate governance practices and policies align with our strategic objectives and result in effective, independent oversight.
Skills and experience
| Board practices include: •Oversight of long-term, key strategies •Frequent executive sessions of independent directors •Continuous assessment of Board refreshment •Oversight of risk management practices central to the company’s success •Continuing director education, including education regarding cybersecurity in 2025 •Independent Board Chairperson •Active engagement in managing talent and long-term succession planning •10 of 11 independent director nominees |
Skills and experience
| Board policies include: •Annual election of directors •Majority voting standard for director elections •Stockholders’ right to call special meetings (15% threshold) •Proxy access •Stock ownership guidelines for directors •Limit of four publicly traded companies on which our directors may serve •NCG annual review of director time commitments •NCG review of material changes in a director’s other responsibilities •Annual Board and committee self-evaluations |
Skills and 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. |
Skills and experience
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Skills and experience
Doing well by doing good Our approach of doing well by doing good at Mastercard is driven from the top by our Board and CEO and is embedded at every level of our organization.
Skills and experience
| Board of Directors The Board oversees our impact strategy, including environmental, social and governance related matters. |
Skills and experience
| Nominating and Corporate Governance Committee | Audit Committee | Risk Committee | Human Resources and Compensation Committee | | Oversees, in coordination with other committees of the Board, as applicable, the company’s environmental, social and governance policies and programs, including those related to: •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: •Compensation and benefits frameworks •Key human resources policies and practices, including those related to organizational effectiveness and employee development programs |
Skills and experience
| Management Under the Board's oversight, the Management Committee implements the company's strategic direction, including our impact strategy and related 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. Our senior management works together to assess and manage our efforts across the organization. The executive-level Impact Steering Committee, made up of leaders from each of our business units and managed by the Chief Sustainability Officer, meets approximately quarterly to review impact-related performance, provide strategic direction and support company-wide alignment. The Chief Sustainability Officer is tasked with developing impact goals in coordination with the business units and working with them to leverage impact 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 Chairman and President of Strategic Growth, who is on the Management Committee and is an Executive Leadership Team member, reporting directly to the CEO. |
Skills and experience
For more information, please see our website at https://www.mastercard.com/us/en/for-the-world/corporate-impact.html. Our impact report on these matters is not part of, or incorporated by reference into, this proxy statement.
Skills and experience
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Skills and experience
Our engagement and transparency
Skills and experience
| Engaged with stockholders representing | | | ~2/3 of Total* | ~90% of Top 100* | | * Percent of shares owned by stockholders in representative groups and for the fiscal year (FY) 2025 | |
Skills and 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 the Executive Leadership Team and the Board, maintains consistent stockholder engagement year-round. We have a commitment to transparency. Our disclosures address critical matters of interest to our stakeholders. |
Skills and 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 •Sustainability rating firms •Rating agencies •Regulators •Lending institutions | | •Annual Meeting of Stockholders •Our website •Investor calls & meetings •Road shows & investor days •Conference participation •Various reporting and disclosures | •Board refreshment •Business strategy and performance •Compensation practices •Data privacy •Environmental and social impact •Feedback on initiatives, disclosures and proposals relating to our Annual Meeting •Governance •Regulatory and policy •Risk oversight •Talent and culture | | 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. The Board also receives periodic updates from our Investor Relations team, which includes an annual investor relations report. 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. | | | | | |
Skills and experience
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Skills and 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. 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, Chief Financial Officer, 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.
Skills and 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 |
Skills and experience
Hedging/pledging prohibitions We prohibit engaging in short-term or speculative investment activity related to Mastercard securities, holding Mastercard securities in a margin account (unless arrangements are made to cover any margin calls in cash), pledging (or hypothecating) Mastercard securities as collateral for a loan, and trading activity that is designed to hedge or offset against decreases in the value of our securities. Insider trading policies and procedures We have adopted insider trading policies and procedures governing the purchase, sale and/or other dispositions of Mastercard securities applicable to our directors, officers, employees, contingent workers and consultants. We believe these processes and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and the NYSE listing standards. Our Insider Trading Policy was filed as Exhibit 19.1 to our 2025 Form 10-K. In addition, with regard to Mastercard trading in our own securities, it is our policy to comply with the federal securities laws and the applicable exchange listing requirements.
Skills and experience
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Related party transactions
| Name | Fees earned or paid in cash ($) | Stock awards ($)1 | All other compensation ($)2 | Total ($) | | (a) | (b) | (c) | (d) | (e) | | Merit E. Janow, Board Chairperson | 257,500 | 342,881 | 15,000 | 615,381 | | Candido Bracher | 142,500 | 255,349 | — | 397,849 | | Richard K. Davis | 146,250 | 255,349 | 5,000 | 406,599 | | Julius Genachowski | 180,000 | 255,349 | 15,000 | 450,349 | | Choon Phong Goh | 135,000 | 255,349 | 10,000 | 400,349 | | Oki Matsumoto | 116,250 | 255,349 | — | 371,599 | | Youngme Moon | 158,750 | 255,349 | 10,000 | 424,099 | | Rima Qureshi | 142,500 | 255,349 | — | 397,849 | | Gabrielle Sulzberger | 135,000 | 255,349 | 15,000 | 405,349 | | Harit Talwar | 137,500 | 255,349 | — | 392,849 | | Lance Uggla | 130,000 | 255,349 | 10,000 | 395,349 |
Executive compensation philosophy
| Align the long-term interests of our executives with stockholders | Pay for performance | Pay competitively | | 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. | 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, strategic and cultural objectives designed to create long-term stockholder value and drive our objectives to grow, diversify and build our business. | Each year, the HRCC assesses the competitiveness of compensation for executives to enable attraction, retention and motivation of top talent. Total compensation is established within a range around the median of market-competitive levels. |
Annualized total shareholder return (TSR)
| | Mastercard | Peer group median | S&P 500 index | | CAGR = Compound annual growth rate | | | | | | | Source: FactSet | |
How pay aligns with our strategy, financial results and culture
| Performance dimension | Strategic alignment | Financial alignment | Cultural 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 strategic performance modifier | Operational objectives in each strategic priority and enablement areas | Strategic metrics expected to drive future financial results | Positioning the company for long-term growth opportunities | | Individual performance factor (IPF) | Performance measured against core strategic objectives appropriate to role | Key financial results appropriate for executive’s role | Performance evaluated against the Mastercard values | | 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 strategic, financial and cultural priorities drives sustainable, long-term stockholder value | | | | Absolute stock price appreciation (PSUs, restricted stock units or RSUs and stock options) | | | |
Positive pay practices
| | What we do | | | Pay for performance | | | Align executive compensation with stockholder returns through long-term incentives | | | Maintain significant stock ownership requirements and guidelines, as well as a post-vest holding period on PSUs | | | Use an appropriate peer group when establishing competitive compensation | | | Tailor individual pay opportunities to support executive succession planning 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 |
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 or back date equity grants |
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 recognition of scope of responsibilities, individual contributions and expertise | | | | | •Motivate and reward executives for achievement of 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, strategic and individual objectives •Payouts cannot exceed 250% of an executive’s target annual incentive amount | •Adjusted net income (67%) •Adjusted net revenue (33%) •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 granted | •Adjusted earnings per share (50%) •Adjusted net revenue (50%) •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 | | | | | | | | | | | |
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.
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 |
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.
2025 annual incentive
2025 annual incentive The 2025 annual incentive awards for our executive officers were granted under our Senior Executive Annual Incentive Compensation Plan (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” section on pg 75). 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:
2025 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%) 2025 financial performance metrics and weightings: •2/3 adjusted net income •1/3 adjusted net revenue | Step two: Strategic performance adjustment Financial score can be adjusted within a range of up 10 percentage points (ppts) or down 20 percentage points | | |
2025 annual incentive
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Corporate score
| | | | Final 2025 performance goals | | | | | | Metrics | Goal weight | 2024 adjusted actual | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | 2025 adjusted actual1 | Score | | Adjusted net income — SEAICP ($ millions) | 67% | $13,865 | $12,873 | $14,200 | $15,526 | $14,907 | 153% | | Adjusted net revenue ($ millions) | 33% | $28,544 | $29,896 | $31,557 | $33,219 | $32,005 | 127% | | | | | | | Financial score | | 145% |
Corporate score
1On May 1, 2025, Mr. Murphy transitioned from Chief Administrative Officer to the role of Vice Chair. 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. 2025 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 2026:
Corporate score
| | 2025 base salary | 2025 target annual incentive | | 2025 actual annual incentive1 | | | Name | | % of base | $ | % of target | $ | | Michael Miebach | $1,400,000 | 250% | $3,500,000 | 227% | $7,957,950 | | Sachin Mehra | $825,000 | 150% | $1,237,500 | 196% | $2,421,491 | | Craig Vosburg | $800,000 | 135% | $1,080,000 | 168% | $1,815,653 | | Timothy Murphy | $750,000 | 125% | $937,500 | 168% | $1,576,088 | | Edward McLaughlin | $700,000 | 120% | $840,000 | 154% | $1,296,422 | | Linda Kirkpatrick | $700,000 | 125% | $875,000 | 175% | $1,531,303 |
Long-term incentives
Long-term incentives 2025 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 2025, 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 2025 can be found in the Grants of Plan-Based Awards table (see pg 85). 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 77-78 for more information) •Trends in long-term incentive grants •The accounting treatment and potential dilutive impact of such awards On March 1, 2025, 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:
Long-term incentives
| Name | Performance stock units1 | Restricted stock units1 | Stock options1 | Total | | Michael Miebach | $14,850,000 | $4,950,000 | $4,950,000 | $24,750,000 | | Sachin Mehra | $6,000,000 | $2,000,000 | $2,000,000 | $10,000,000 | | Craig Vosburg | $5,550,000 | $1,850,000 | $1,850,000 | $9,250,000 | | Timothy Murphy | $4,620,000 | $1,540,000 | $1,540,000 | $7,700,000 | | Edward McLaughlin | $3,600,000 | $1,200,000 | $1,200,000 | $6,000,000 | | Linda Kirkpatrick | $3,420,000 | $1,140,000 | $1,140,000 | $5,700,000 |
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.
Long-term incentives
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Long-term incentives
2025 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, 2025 and ending December 31, 2027: •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, 2027 •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
Long-term incentives
| | | Payout range 0%-200% | | | | | | | EPS 50% of units | Relative TSR vs. S&P 500 (Target at 55th percentile, modifier capped at target if TSR is negative) | | | | Initial PSU grant | | | | | | | | | | | | Final PSU payout 0%-200% of granted units | | | | +x | | = | | | | | Net revenue 50% of units | | | | | | | Payout range 0%-200% | Modifier Up to +/- 50% | | |
Long-term incentives
Vesting of the 2025 PSUs will be based on Mastercard’s performance against the predetermined performance objectives set by the HRCC for the performance period beginning January 1, 2025 and ending December 31, 2027. The HRCC established the 2025-2027 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 a broad range of 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. 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.
Long-term incentives
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Long-term incentives
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. Stock option awards granted on March 1, 2025 have an exercise price of $576.31 per share (the closing price of Class A common stock on the NYSE on the grant date), vest in three equal annual installments beginning on the first anniversary of the award 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. RSUs granted in 2025 vest in three equal annual installments beginning on the first anniversary of the grant date.
Long-term incentives
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Long-term incentives
Settlement of 2023 performance stock units In 2026, following the completion of the three-year performance period of 2023-2025, Mastercard settled the PSU awards that were granted in 2023. In February 2023, the HRCC determined that the payout rate for the 2023 PSUs would be tied to performance against three consecutive one-year adjusted net revenue and adjusted EPS growth goals and modified by Mastercard’s three-year relative TSR performance against S&P 500 companies. The goals for each year were established at the time of grant. The financial component payout is capped at 100% of target if a three-year financial metric cumulative annual growth rate (CAGR) target was not achieved. The following table shows the performance assessment against the adjusted net revenue and adjusted EPS metrics:
Long-term incentives
| Measurement | Threshold | Target | Maximum | Actual1 | Score | | 2023 adjusted net revenue growth | 6.8% | 12.8% | 18.8% | 12.8% | 100.0% | | 2023 adjusted EPS growth | 5.1% | 15.1% | 24.1% | 16.5% | 107.8% | | 2024 adjusted net revenue growth | 9.0% | 15.0% | 21.0% | 13.1% | 84.2% | | 2024 adjusted EPS growth | 10.9% | 20.9% | 29.9% | 18.9% | 90.0% | | 2025 adjusted net revenue growth | 9.3% | 15.3% | 21.3% | 14.0% | 89.2% | | 2025 adjusted EPS growth | 11.3% | 21.3% | 30.3% | 18.5% | 86.0% | | 3-year adjusted net revenue CAGR | | 14.4% | | 14.5% | | | 3-year adjusted EPS CAGR | | 19.1% | | 19.2% | | | Average adjusted net revenue score (a) | | | | | 91.1% | | Average adjusted EPS score (b) | | | | | 94.6% | | Final PSU financial score (average of a and b) | | | | | 92.9% |
Long-term incentives
1Results shown differ from 2023-2025 net revenue and EPS growth under GAAP because they exclude certain acquisitions, certain one-time items, the impact of gains and losses on equity investments and non-GAAP special items (which includes litigation judgments and settlements), as well as the impact of translational and transactional activity related to foreign exchange rates 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, 2023 and ending on December 31, 2025. The relative TSR modifier provides for up to a +/- 50 percentage point adjustment. The final PSU payout score could range from 0%-200% of target:
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, 2023) | 25th percentile | 50th percentile | 75th percentile | 71st percentile | 92.9% | 142.0% | | | (TSR of -6.92%) | (TSR of 25.46%) | (TSR of 65.40%) | (TSR of 56.09%) | | | | Payout rate (a x b) | | | | | 131.8% | |
Long-term incentives
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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.
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 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 | |
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 2025:
Annual compensation decision-making process
| 1 | 2 | 3 | Peer group | | | | | •Accenture (ACN) •Adobe (ADBE) •American Express (AXP) •Block (XYZ) •Booking Holdings (BKNG) •Broadcom (AVGO) •Discover Financial Services (DFS) •Fiserv (FI) •IBM (IBM) •Intuit (INTU) •Microsoft (MSFT) •Oracle (ORCL) •PayPal Holdings (PYPL) •Salesforce (CRM) •S&P Global (SPGI) •Visa (V) |
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: •B2B technology services focus, consumer-facing brand and multi-national presence |
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 2025 executive compensation decision-making process. Mastercard’s relative size rank within the peer group used for 2025 compensation decision making is shown below:
Annual compensation decision-making process
| Mastercard’s relative size rank within the peer group |
Annual compensation decision-making process
Note: As of year-end 2025 Source: FactSet The HRCC reviews the peer group annually and last approved changes in 2023 effective for 2024. In 2025, following Capital One Financial’s acquisition of Discover Financial Services, the HRCC approved the replacement of Discover with Capital One effective for 2026 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.
Annual compensation decision-making process
2026 compensation decisions Base salary and annual incentive In February 2026, following the HRCC’s annual review of executive pay levels relative to market data provided by its independent compensation consultant, the HRCC approved the following increases to base salaries effective March 1, 2026, and to 2026 annual incentive award opportunity (as a percentage of base salary) under the SEAICP:
Annual compensation decision-making process
| Name | Base salary | | Target annual incentive (% of base) | | | | 2025 | 2026 | 2025 | 2026 | | Michael Miebach | $1,400,000 | $1,450,000 | 250% | 250% | | Sachin Mehra | $825,000 | $875,000 | 150% | 175% | | Craig Vosburg | $800,000 | $825,000 | 135% | 150% | | Edward McLaughlin | $700,000 | $750,000 | 120% | 125% | | Linda Kirkpatrick | $700,000 | $800,000 | 125% | 135% |
Annual compensation decision-making process
Long-term incentive plan On March 1, 2026, the HRCC granted the following aggregate dollar amounts of PSUs, stock options and RSUs under our LTIP to each NEO:
Annual compensation decision-making process
| Name | PSUs | Options | RSUs | Total | | Michael Miebach | $17,700,000 | $5,900,000 | $5,900,000 | $29,500,000 | | Sachin Mehra | $6,900,000 | $2,300,000 | $2,300,000 | $11,500,000 | | Craig Vosburg | $6,000,000 | $2,000,000 | $2,000,000 | $10,000,000 | | Edward McLaughlin | $3,750,000 | $1,250,000 | $1,250,000 | $6,250,000 | | Linda Kirkpatrick | $3,600,000 | $1,200,000 | $1,200,000 | $6,000,000 |
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 last trading day prior to the date of grant, which was $517.21. Stock options represent 20% of the annual LTI value. Stock option awards have an exercise price of $517.21 per share, the closing stock price on the last trading day prior to the date of grant, and will vest in three equal annual installments beginning March 1, 2027. The number of stock options awarded was converted from the dollar amounts shown above using a fair value of $164.55. RSUs represent 20% of the annual LTI value. The number of RSUs granted was determined using a stock price of $510.77, which represents the closing stock price on the last trading day prior to the date of grant, discounted by the expected dividend yield over the vesting period. Awards vest in three equal annual installments beginning March 1, 2027.
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. The HRCC does not take material nonpublic information into account when determining the timing and terms of stock options or other equity awards, and the company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
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 proceeds from that sale or transfer. 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 2025 Form 10-K. In addition, the SEAICP and both time and performance-based 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. These misconduct-based recoupment provisions were enhanced for SEAICP in 2023 and performance-based equity award agreements in 2024 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.
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.
Severance agreements
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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 and incorporated by reference into Mastercard’s 2025 Form 10-K.
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 | 2025 | 1,375,000 | — | 20,711,456 | 4,950,009 | 7,957,950 | — | 428,103 | 35,422,518 | | | 2024 | 1,250,000 | — | 19,457,823 | 4,650,163 | 4,548,600 | — | 192,896 | 30,099,482 | | | 2023 | 1,237,500 | — | 16,184,841 | 3,950,064 | 4,060,000 | — | 314,093 | 25,746,498 | | Sachin Mehra Chief Financial Officer | 2025 | 820,833 | — | 8,369,118 | 2,000,062 | 2,421,491 | — | 83,951 | 13,695,455 | | | 2024 | 800,000 | — | 8,207,218 | 1,940,024 | 2,039,688 | — | 113,933 | 13,100,863 | | | 2023 | 791,667 | — | 6,539,909 | 1,700,066 | 1,785,240 | — | 80,963 | 10,897,845 | | Craig Vosburg Chief Services Officer | 2025 | 795,833 | — | 7,741,301 | 1,850,009 | 1,815,653 | — | 82,917 | 12,285,713 | | | 2024 | 768,182 | — | 7,331,139 | 1,760,143 | 1,475,005 | — | 80,038 | 11,414,507 | | | 2023 | 741,667 | — | 5,001,027 | 1,300,094 | 1,343,063 | — | 77,265 | 8,463,116 | | Timothy Murphy Vice Chair (formerly Chief Administrative Officer)5 | 2025 | 745,833 | — | 6,444,159 | 1,540,067 | 1,576,088 | — | 77,707 | 10,383,854 | | | 2024 | 725,000 | — | 6,067,652 | 1,450,161 | 1,486,150 | — | 75,545 | 9,804,508 | | | 2023 | 716,667 | — | 4,616,310 | 1,200,040 | 1,398,163 | — | 74,660 | 8,005,840 | | Edward McLaughlin President and CTO, Mastercard Technology | 2025 | 695,833 | — | 5,021,348 | 1,200,037 | 1,296,422 | — | 72,497 | 8,286,137 | | | 2024 | 675,000 | — | 4,776,638 | 1,140,106 | 1,180,047 | — | 70,335 | 7,842,126 | | | 2023 | 670,833 | — | 3,693,316 | 960,007 | 983,742 | — | 69,892 | 6,377,790 | | Linda Kirkpatrick President, Americas | 2025 | 695,833 | — | 4,770,581 | 1,140,055 | 1,531,303 | — | 70,582 | 8,208,354 |
Human Resources and Compensation Committee
| Outstanding equity awards at 2025 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, 2025: | | | | | | | | | | | | | 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 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 | | | | | | | 62,796 | $35,848,980 | 110,072 | $62,837,903 | | | 3/1/20196 | 26,400 | — | — | $227.25 | 3/1/2029 | | | | | | | 3/1/20207 | 11,748 | — | — | $290.25 | 3/1/2030 | | | | | | | 3/1/20218 | 25,082 | — | — | $362.90 | 3/1/2031 | | | | | | | 3/1/20229 | 34,457 | — | — | $344.48 | 3/1/2032 | | | | | | | 3/1/202310 | 21,371 | 10,686 | — | $353.50 | 3/1/2033 | | | | | | | 3/1/202411 | 9,413 | 18,828 | — | $476.63 | 3/1/2034 | | | | | | | 3/1/202512 | — | 25,665 | — | $576.31 | 3/1/2035 | | | | | | Sachin Mehra | | | | | | | 26,523 | $15,141,450 | 45,246 | $25,830,036 | | | 3/1/20218 | 5,783 | — | — | $362.90 | 3/1/2031 | | | | | | | 3/1/20229 | 15,244 | — | — | $344.48 | 3/1/2032 | | | | | | | 3/1/202310 | 9,198 | 4,599 | — | $353.50 | 3/1/2033 | | | | | | | 3/1/202411 | 3,927 | 7,855 | — | $476.63 | 3/1/2034 | | | | | | | 3/1/202512 | — | 10,370 | — | $576.31 | 3/1/2035 | | | | | | Craig Vosburg | | | | | | | 21,354 | $12,190,572 | 41,454 | $23,665,260 | | | 3/1/20207 | 11,748 | — | — | $290.25 | 3/1/2030 | | | | | | | 3/1/20218 | 9,270 | — | — | $362.90 | 3/1/2031 | | | | | | | 3/1/20229 | 12,023 | — | — | $344.48 | 3/1/2032 | | | | | | | 3/1/202310 | 7,034 | 3,517 | — | $353.50 | 3/1/2033 | | | | | | | 3/1/202411 | 2,996 | 5,993 | — | $476.63 | 3/1/2024 | | | | | | | 4/9/202411 | 586 | 1,172 | — | $472.16 | 4/9/2034 | | | | | | | 3/1/202512 | — | 9,592 | — | $576.31 | 3/1/2035 | | | | | | Timothy Murphy | | | | | | | 19,192 | $10,956,329 | 34,288 | $19,574,333 | | | 3/1/20207 | 3,857 | — | — | $290.25 | 3/1/2030 | | | | | | | 3/1/20218 | 7,634 | — | — | $362.90 | 3/1/2031 | | | | | | | 3/1/20229 | 11,045 | — | — | $344.48 | 3/1/2032 | | | | | | | 3/1/202310 | 6,492 | 3,247 | — | $353.50 | 3/1/2033 | | | | | | | 3/1/202411 | 2,935 | 5,872 | — | $476.63 | 3/1/2034 | | | | | | | 3/1/202512 | — | 7,985 | — | $576.31 | 3/1/2035 | | | | |
Human Resources and Compensation Committee
| Outstanding equity awards at 2025 fiscal year end The following table sets forth certain information with respect to all outstanding option awards and stock awards held by each of our NEOs on December 31, 2025: | | | | | | | | | | | | | Option awards | | | | | | Stock awards | | | | | Name | Stock option grant date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value 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 | | Edward McLaughlin | | | | | | | 15,284 | $8,725,330 | 26,846 | $15,325,844 | | | 3/1/20185 | 14,260 | — | — | $173.49 | 3/1/2028 | | | | | | | 3/1/20196 | 19,800 | — | — | $227.25 | 3/1/2029 | | | | | | | 3/1/20207 | 8,676 | — | — | $290.25 | 3/1/2030 | | | | | | | 3/1/20218 | 6,544 | — | — | $362.90 | 3/1/2031 | | | | | | | 3/1/20229 | 8,744 | — | — | $344.48 | 3/1/2032 | | | | | | | 3/1/202310 | 5,194 | 2,597 | — | $353.50 | 3/1/2033 | | | | | | | 3/1/202411 | 2,308 | 4,616 | — | $476.63 | 3/1/2034 | | | | | | | 3/1/202512 | — | 6,222 | — | $576.31 | 3/1/2035 | | | | | | Linda Kirkpatrick | | | | | | | 13,296 | $7,590,420 | 23,830 | $13,604,070 | | | 3/1/20185 | 4,280 | — | — | $173.49 | 3/1/2028 | | | | | | | 3/1/20196 | 4,716 | — | — | $227.25 | 3/1/2029 | | | | | | | 3/1/20207 | 2,531 | — | — | $290.25 | 3/1/2030 | | | | | | | 3/1/20218 | 4,363 | — | — | $362.90 | 3/1/2031 | | | | | | | 3/1/20229 | 8,284 | — | — | $344.48 | 3/1/2032 | | | | | | | 3/1/202310 | 4,436 | 2,219 | — | $353.50 | 3/1/2033 | | | | | | | 3/1/202411 | 1,923 | 3,847 | — | $476.63 | 3/1/2034 | | | | | | | 3/1/202512 | — | 5,911 | — | $576.31 | 3/1/2035 | | | | |
Definitions
| Year1 | Summary Compensation Table Total for PEO2 | Compensation Actually Paid to 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 | | 2025 | $35,422,518 | $35,653,703 | $10,571,903 | $10,655,990 | $165 | $203 | $14,968 | $32,005 | | 2024 | $30,099,482 | $53,750,011 | $10,561,951 | $18,191,517 | $151 | $177 | $12,874 | $28,544 | | 2023 | $25,746,498 | $47,120,269 | $8,091,571 | $15,629,985 | $122 | $135 | $11,195 | $25,054 | | 2022 | $21,058,543 | $19,027,153 | $7,689,150 | $5,794,258 | $98 | $121 | $9,930 | $22,901 | | 2021 | $16,120,055 | $10,224,761 | $9,059,920 | $905,219 | $101 | $135 | $8,687 | $18,961 |
Compensation Actually Paid vs MA and S&P 500 Financials TSR
Compensation Actually Paid vs MA and S&P 500 Financials TSR
Compensation Actually Paid vs MA GAAP Net Income
Compensation Actually Paid vs MA GAAP Net Income
Compensation Actually Paid vs MA Adjusted Net Revenue
Compensation Actually Paid vs MA Adjusted Net Revenue
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 Revenue | | •Adjusted Net Income | •Relative Total Shareholder Return |
Compensation Actually Paid vs MA Adjusted Net Revenue
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Compensation Actually Paid vs MA Adjusted Net Revenue
| Audit | | | 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 2026. | 06 |
Compensation Actually Paid vs MA Adjusted Net Revenue
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Compensation Actually Paid vs MA Adjusted Net Revenue
| Proposal 3: Ratification of the appointment of independent registered public accounting firm for 2026 | 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 2026. | |
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, 2026. 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 2025 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.
Compensation Actually Paid vs MA Adjusted Net Revenue
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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 2025 and 2024 (in thousands):
Compensation Actually Paid vs MA Adjusted Net Revenue
| Type of fee | Description | 2025 | 2024 | | 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 | $12,650 | $12,822 | | 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 | $3,550 | $3,272 | | Tax fees | For tax compliance, tax advice and tax planning services | $498 | $312 | | 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 | $550 | $1,084 | | Total | | $17,248 | $17,490 |
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/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 •risk assessment and risk management of the company, in coordination with the Risk Committee •performance of Mastercard’s internal audit function •quality of Mastercard’s internal controls 2025 actions In 2025, the Audit Committee met 9 times and fulfilled its duties and responsibilities. Among other things, the committee performed the following: