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2017 Proxy Statement
Letter to Stockholders
Notice of 2017 Annual Meeting of Stockholders
Table of Contents
Proxy Summary
Corporate Governance
Proposal 1: Election of Directors
Board and Committees
Director Independence and Related Party Transactions
Director Compensation
Sustainability
Management Committee
Executive Officers
Additional Management Committee Members
Executive Compensation
Compensation Discussion and Analysis
Compensation Committee Report
Compensation Committee Interlocks and Insider Participation
Summary Compensation Table
All Other Compensation in 2016
Grants of Plan-Based Awards in 2016
Outstanding Equity Awards at 2016 Fiscal Year-End
Option Exercises and Stock Vested in 2016
Potential Payments upon Termination or Change-in-Control
Equity Compensation Plan Information
Proposal 2: Advisory Approval of Mastercard's Executive Compensation
Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
Long Term Incentive Plan
Proposal 4: Re-approval of the Material Terms of the Performance Goals under the Mastercard Incorporated 2006 Long Term Incentive Plan, as Amended and Restated, for Purposes of Internal Revenue Code Section 162(m)
Audit
Proposal 5: Ratification of the Appointment of Independent Registered Public Accounting Firm for 2017
Auditor's Services and Fees
Audit Committee Report
Non-Management Proposal
Proposal 6: Consideration of Stockholder Proposal on Gender Pay Equity
Additional Information
Stock Ownership Information
About the Annual Meeting and Voting
Important Information and Dates Related to the 2018 Annual Meeting
Other Matters
Appendix A: Non-GAAP Financial Measures and GAAP Reconciliations
Appendix B: Glossary of Acronyms and Terms Used in This Proxy Statement
Appendix C: Mastercard Incorporated 2006 Long-Term Incentive Plan, as Amended and Restated
Meet the Board Nominees
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Annual Report
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Proxy Statement
2017 Proxy Statement
Mastercard Incorporated
2016 Annual Report
2017 Proxy Statement
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2017 Proxy Statement
Letter to Stockholders
Notice of 2017 Annual Meeting of Stockholders
Table of Contents
Proxy Summary
Corporate Governance
Proposal 1: Election of Directors
Board and Committees
Director Independence and Related Party Transactions
Director Compensation
Sustainability
Management Committee
Executive Officers
Additional Management Committee Members
Executive Compensation
Compensation Discussion and Analysis
Compensation Committee Report
Compensation Committee Interlocks and Insider Participation
Summary Compensation Table
All Other Compensation in 2016
Grants of Plan-Based Awards in 2016
Outstanding Equity Awards at 2016 Fiscal Year-End
Option Exercises and Stock Vested in 2016
Potential Payments upon Termination or Change-in-Control
Equity Compensation Plan Information
Proposal 2: Advisory Approval of Mastercard's Executive Compensation
Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
Long Term Incentive Plan
Proposal 4: Re-approval of the Material Terms of the Performance Goals under the Mastercard Incorporated 2006 Long Term Incentive Plan, as Amended and Restated, for Purposes of Internal Revenue Code Section 162(m)
Audit
Proposal 5: Ratification of the Appointment of Independent Registered Public Accounting Firm for 2017
Auditor's Services and Fees
Audit Committee Report
Non-Management Proposal
Proposal 6: Consideration of Stockholder Proposal on Gender Pay Equity
Additional Information
Stock Ownership Information
About the Annual Meeting and Voting
Important Information and Dates Related to the 2018 Annual Meeting
Other Matters
Appendix A: Non-GAAP Financial Measures and GAAP Reconciliations
Appendix B: Glossary of Acronyms and Terms Used in This Proxy Statement
Appendix C: Mastercard Incorporated 2006 Long-Term Incentive Plan, as Amended and Restated
Meet the Board Nominees
2017 Proxy Statement
2017 Proxy Statement
Letter to Stockholders
Notice of 2017 Annual Meeting of Stockholders
Table of Contents
Proxy Summary
Corporate Governance
Corporate Governance
Proposal 1: Election of Directors
Board and Committees
Director Independence and Related Party Transactions
Director Compensation
Sustainability
Management Committee
Management Committee
Executive Officers
Additional Management Committee Members
Executive Compensation
Executive Compensation
Compensation Discussion and Analysis
Compensation Committee Report
Compensation Committee Interlocks and Insider Participation
Summary Compensation Table
All Other Compensation in 2016
Grants of Plan-Based Awards in 2016
Outstanding Equity Awards at 2016 Fiscal Year-End
Option Exercises and Stock Vested in 2016
Potential Payments upon Termination or Change-in-Control
Equity Compensation Plan Information
Proposal 2: Advisory Approval of Mastercard's Executive Compensation
Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
Long Term Incentive Plan
Long Term Incentive Plan
Proposal 4: Re-approval of the Material Terms of the Performance Goals under the Mastercard Incorporated 2006 Long Term Incentive Plan, as Amended and Restated, for Purposes of Internal Revenue Code Section 162(m)
Audit
Audit
Proposal 5: Ratification of the Appointment of Independent Registered Public Accounting Firm for 2017
Auditor's Services and Fees
Audit Committee Report
Non-Management Proposal
Non-Management Proposal
Proposal 6: Consideration of Stockholder Proposal on Gender Pay Equity
Additional Information
Additional Information
Stock Ownership Information
About the Annual Meeting and Voting
Important Information and Dates Related to the 2018 Annual Meeting
Other Matters
Appendix A: Non-GAAP Financial Measures and GAAP Reconciliations
Appendix B: Glossary of Acronyms and Terms Used in This Proxy Statement
Appendix C: Mastercard Incorporated 2006 Long-Term Incentive Plan, as Amended and Restated
Meet the Board Nominees
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