2017 Proxy Statement
Chairman of the Board
Chairman and
Director since: 2006
Age at Annual Meeting: 60
President and CEO
Director since: 2010
Age at Annual Meeting: 57
Director since: 2008
Age at Annual Meeting: 69
Director since: 2006
Age at Annual Meeting: 63
Audit Committee Financial Expert
Director since: 2006
Age at Annual Meeting: 60
Director since: 2014
Age at Annual Meeting: 54
Director since: 2014
Age at Annual Meeting: 59
Director since: 2007
Age at Annual Meeting: 69
Director since: 2016
Age at Annual Meeting: 53
Director since: 2011
Age at Annual Meeting: 52
Director since: 2008
Age at Annual Meeting: 65
Audit Committee Financial Expert
Director since: 2008
Age at Annual Meeting: 66
Richard Haythornthwaite
Chairman and
Director since
May 2006 60
Age at
Annual Meeting
Chairman of the Board
Richard Haythornthwaite
Non-Executive Chairman, Centrica PLC, a multinational utility company (since January 2014)
Mr. Haythornthwaite has served as CEO, Chairman and senior executive at several non-U.S. multinational companies, bringing to the Board global perspective. As a current
and former chairman of government bodies and companies in highly regulated
industries, he contributes risk management experience and valuable insight on
engaging and partnering with regulators. Mr. Haythornthwaite's past service on public
company audit committees and experience with financial operational rescue challenges
provide valuable financial understanding.
PREVIOUS BUSINESS EXPERIENCE
CURRENT PUBLIC COMPANY BOARDS
ADDITIONAL POSITIONS
PAST PUBLIC COMPANY BOARDS
Ajay Banga Director since
April 2010 57
Age at
Annual Meeting
President and CEO
Ajay Banga
President and Chief Executive Officer (since July 2010)
Mr. Banga, our President and CEO, contributes to the Board extensive global payments
experience (including with payments technology and retail banking), as well as a deep
focus on innovation and information security. As our CEO and as a member of business
advocacy organizations and government-sponsored committees, Mr. Banga provides
valuable perspective on engaging and partnering with regulators. His brand marketing
experience (including at several global food and beverage companies) adds strong
consumer insight.
PREVIOUS BUSINESS EXPERIENCE
CURRENT PUBLIC COMPANY BOARDS
ADDITIONAL POSITIONS
PAST PUBLIC COMPANY BOARDS
Silvio Barzi Director since
January 2008 69
Age at
Annual Meeting
Silvio Barzi
Former Senior Advisor and Executive Officer, UniCredit Group (June 2007-November 2010)
Mr. Barzi has extensive global payments and regulatory experience as a senior executive
in retail banking and payments, including at a bank specializing in credit cards,
consumer credit and mortgages. His background as a senior insurance company
executive and as an information technology and financial institution consultant
provides valuable financial knowledge, information security expertise, and insight into
technology and innovation. His career spanning over four continents contributes
understanding of developing markets.
PREVIOUS BUSINESS EXPERIENCE
ADDITIONAL MASTERCARD EXPERIENCE
ADDITIONAL POSITIONS
David R. Carlucci Director since
May 2006 63
Age at
Annual Meeting
David R. Carlucci
Former Chairman and Chief Executive Officer, IMS Health Incorporated (January 2006-December 2010)
Mr. Carlucci brings to the Board global business perspective, financial insight and
regulatory experience as the former Chairman and CEO of a U.S.-based multinational
corporation in the pharmaceutical and healthcare industries. As a former Chief
Information Officer and through several senior executive-level operations and
management positions, Mr. Carlucci adds valuable information security expertise and
insights into technology and innovation.
PREVIOUS BUSINESS EXPERIENCE
CURRENT PUBLIC COMPANY BOARDS
PAST PUBLIC COMPANY BOARDS
Steven J. Freiberg Director since
September 2006 60
Age at
Annual Meeting
Audit Committee Financial Expert
Steven J. Freiberg
Senior Advisor, The Boston Consulting Group, a global management consulting firm (since December 2012)
Mr. Freiberg contributes to the Board extensive senior-level global payments experience,
including leading retail banking and payments businesses. This experience provides
global perspective and regulatory insights. His leadership of consumer and global cards
businesses also contributes strong consumer and innovation insight. His service as our
Audit Committee chairman and as a director of consumer finance and foreign
exchange companies provides valuable financial understanding.
PREVIOUS BUSINESS EXPERIENCE
CURRENT PUBLIC COMPANY BOARDS
ADDITIONAL MASTERCARD EXPERIENCE
ADDITIONAL POSITIONS
PAST PUBLIC COMPANY BOARDS
Julius Genachowski Director since
June 2014 54
Age at
Annual Meeting
Julius Genachowski
Managing Director and Partner, The Carlyle Group, a global alternative asset management firm (since January 2014)
Mr. Genachowski brings to the Board extensive digital and media expertise, regulatory
experience, information security insight, and both global and consumer perspective
through a career as a senior government official and senior business executive, investor
and director at or with Internet, media, telecommunications and other companies. Mr.
Genachowski also adds valuable financial knowledge as a global asset management
firm partner and through experience in private equity at a large operating business and
on public audit committees.
PREVIOUS BUSINESS EXPERIENCE
CURRENT PUBLIC COMPANY BOARDS
ADDITIONAL POSITIONS
PAST PUBLIC COMPANY BOARDS
Merit E. Janow Director since
June 2014 59
Age at
Annual Meeting
Merit E. Janow
Dean, School of International and Public Affairs, Columbia University (since July 2013)
Professor Janow contributes to the Board extensive global and financial perspective
through a career as dean and professor of international economic law and international
affairs. Her extensive regulatory experience serving on world trade bodies and
representing the U.S. in trade and international competition policy matters provides
valuable insight on engaging and partnering with regulators. She brings innovation
insights as a director of a high-growth technology company.
PREVIOUS BUSINESS EXPERIENCE
CURRENT PUBLIC COMPANY BOARDS
ADDITIONAL POSITIONS
Nancy J. Karch Director since
January 2007 69
Age at
Annual Meeting
Nancy J. Karch
Director Emeritus, McKinsey & Company (since 2000)
Ms. Karch brings to the Board extensive merchant, retail and consumer marketing
experience through her career as a consultant to global retail clients and as a director
at several retail and retail-centric companies, contributing global perspective and
strong consumer, digital and global payments experience. Ms. Karch's extensive
experience as a director of U.S. public companies, including her chairman experience
and past and present service on public company audit committees, adds valuable
corporate governance and financial insight.
PREVIOUS BUSINESS EXPERIENCE
CURRENT PUBLIC COMPANY BOARDS
ADDITIONAL POSITIONS
PAST PUBLIC COMPANY BOARDS
Oki Matsumoto Director since
June 2016 53
Age at
Annual Meeting
Oki Matsumoto
Managing Director, Chairman and CEO, Monex Group, Inc., an online securities brokerage firm (since February 2011)
Mr. Matsumoto is the founder and CEO of a Japan-based, publicly traded financial
services holding company and former director of a stock exchange. Through a career in
investment banking, Mr. Matsumoto provides global perspective and extensive financial
expertise to the Board. His leadership of a global online securities brokerage firm
provides valuable digital and innovation experience.
PREVIOUS BUSINESS EXPERIENCE
CURRENT PUBLIC COMPANY BOARDS
ADDITIONAL POSITIONS
PAST PUBLIC COMPANY BOARDS
Rima Qureshi Director since
April 2011 52
Age at
Annual Meeting
Rima Qureshi
President, Ericsson North America and Senior Vice President, Ericsson, a global technology, software and services company (since April 2017)
Ms. Qureshi contributes to the Board global perspective, digital expertise and
innovation insights through her extensive senior-level experience at a global
telecommunications equipment and services provider, including roles in strategy,
regional management, research and development, sales, services and manufacturing.
Having spent numerous years working in the telecommunications and information
technology industries, Ms. Qureshi provides the Board with relevant global payments
and information security expertise.
PREVIOUS BUSINESS EXPERIENCE
CURRENT PUBLIC COMPANY BOARDS
PAST PUBLIC COMPANY BOARDS
José Octavio Reyes Lagunes Director since
January 2008 65
Age at
Annual Meeting
José Octavio Reyes Lagunes
Former Vice Chairman, The Coca-Cola Export Corporation, The Coca-Cola Company, a global beverage company (January 2013-March 2014)
Mr. Reyes contributes global perspective and regulatory experience to the Board as a
retired senior executive and Latin America group president of a leading multinational
public company. His experience as a beverage industry brand manager in North
America and Latin America and as a director of public companies in the beverage
industry provides the Board with strong consumer insight and global payments
experience.
PREVIOUS BUSINESS EXPERIENCE
CURRENT PUBLIC COMPANY BOARDS
ADDITIONAL POSITIONS
Jackson Tai Director since
September 2008 66
Age at
Annual Meeting
Audit Committee Financial Expert
Jackson Tai
Former Vice Chairman and Chief Executive Officer, DBS Group and DBS Bank Ltd. (June 2002-December 2007)
Mr. Tai brings to the Board extensive global executive experience in global payments
and retail banking, including as former CEO of a Singapore-based bank and as a
director of several global financial institutions. Mr. Tai's experience as a CFO, his
extensive experience as a member of numerous public company audit committees and
his career in investment banking provide valuable financial understanding. His service
as a director of technology-focused, telecommunications and retail companies provides
valuable consumer and digital and innovation insight.
PREVIOUS BUSINESS EXPERIENCE
CURRENT PUBLIC COMPANY BOARDS
ADDITIONAL POSITIONS
PAST PUBLIC COMPANY BOARDS
* In April 2014 (after Mr. Tai's November 2013 resignation from its board), Brookstone Inc. commenced a voluntary, prearranged
reorganization case under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware
Audit Committee Number of Meetings in 2016:
9
Steven J. Freiberg
Chairman Primary Responsibilities
The Audit Committee assists our Board in its oversight of:
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.
The Board also has determined that each committee member is "financially
literate" within the meaning of the NYSE listing standards. No committee member
simultaneously serves on the audit committee of more than three public companies
as defined in the NYSE Listed Company Manual.
Audit Committee Financial Experts
The Board has identified each of Mr. Freiberg and Mr. Tai as an "audit committee
financial expert" under the applicable SEC rules based on their experience and
qualifications.
Human Resources and Compensation Committee Number of Meetings in 2016:
5
José Octavio Reyes Lagunes
Chairman Primary Responsibilities
The HRCC is primarily responsible for:
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, is a non-employee director for purposes of Rule 16b-3 under the Exchange
Act and is an outside director for purposes of Section 162(m) of the Internal
Revenue Code.
Nominating and Corporate Governance Committee Number of Meetings in 2016:
5
Nancy J. Karch
Chairman Primary Responsibilities
The NCG's responsibilities include:
Independence
Each committee member has been determined by the Board to qualify as
independent under the independence criteria established by the NYSE.
Global Payments
Including within retail banking, telecommunications, technology and data
Global Perspective
Including significant experience in the geographic regions in which we operate
Information Security
Including cybersecurity and data privacy
Digital & Innovation
Including application of technology in
payments, mobile and digital, as well
as Internet, retail and social media
experience
Consumer
Including brand, marketing and retail
experience and other merchant
background
Regulatory & Governmental
Including deep engagement with
regulators as part of a business and/or
through positions with governments and
regulatory bodies
Financial
Including risk management orientation
CEO Experience
Including service as a chief executive
officer at a publicly traded or a private
company
Public Company Board Experience
Both U.S. and non-U.S.
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