2018 Proxy Statement
Chairman and
Director since: 2006
Age at Annual Meeting: 61
Director since: 2010
Age at Annual Meeting: 58
Director since: 2008
Age at Annual Meeting: 70
Director since: 2006
Age at Annual Meeting: 64
Director since: Nominee
Age at Annual Meeting: 60
Director since: 2006
Age at Annual Meeting: 61
Director since: 2014
Age at Annual Meeting: 55
Director since: 2018
Age at Annual Meeting: 54
Director since: 2014
Age at Annual Meeting: 60
Director since: 2007
Age at Annual Meeting: 70
Director since: 2016
Age at Annual Meeting: 54
Director since: 2011
Age at Annual Meeting: 53
Director since: 2008
Age at Annual Meeting: 66
Director since: 2008
Age at Annual Meeting: 67
Richard Haythornthwaite Chairman and
Director since
May 2006 61
Age at
Annual Meeting
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.
Current Public Company Boards
Additional Positions
Previous Experience
Past Public Company Boards
Experience, Qualifications and Skills Key: Ajay Banga
Director since
April 2010 58
Age at
Annual Meeting
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.
Additional Positions
Previous Experience
Past Public Company Boards
Experience, Qualifications and Skills Key: Silvio Barzi
Director since
January 2008 70
Age at
Annual Meeting
Silvio Barzi Former Senior Advisor and Executive Officer, UniCredit Group (June 2007-November 2010)
Mr. Barzi has extensive 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.
Additional Positions
Additional Mastercard Experience
Previous Experience
Experience, Qualifications and Skills Key: David R. Carlucci
Director since
May 2006 64
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.
Current Public Company Boards
Previous Experience
Past Public Company Boards
Experience, Qualifications and Skills Key: Richard K. Davis
Director since
Nominee 60
Age at
Annual Meeting
Richard K. Davis Former Executive Chairman, U.S. Bancorp (April 2017-April 2018)
Mr. Davis brings to the Board extensive payments experience, global perspective and
consumer insight as former CEO, executive chairman and longtime senior executive of a
publicly traded financial holding company and former chairman of a banking
association and payments company. As a leader and Board member of companies in
highly regulated industries, as well as a former Federal Reserve representative, he
provides valuable perspective on engaging and partnering with regulators. Mr. Davis’
extensive experience in financial services and his membership on public company audit
and finance committees contribute strong financial understanding.
Current Public Company Boards
Additional Positions
Previous Experience
Past Public Company Boards
Experience, Qualifications and Skills Key: Steven J. Freiberg
Director since
September 2006 61
Age at
Annual Meeting
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 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.
Current Public Company Boards
Additional Positions
Additional Mastercard Experience
Previous Experience
Past Public Company Boards
Experience, Qualifications and Skills Key: Julius Genachowski
Director since
June 2014 55
Age at
Annual Meeting
Julius Genachowski Managing Director and Partner, The Carlyle Group, a global alternative
asset manager (since January 2014)
Mr. Genachowski brings to the Board extensive digital, technology, media and
telecommunications expertise, regulatory experience, information security insight, and
both global and consumer perspectives through a career as a senior government official
and senior business executive, investor and director at or with Internet, technology and
other related companies. He also adds valuable financial knowledge as a partner at a
global private equity firm and through experience at a large operating business and on
public audit committees.
Current Public Company Boards
Additional Positions
Previous Experience
Experience, Qualifications and Skills Key: Choon Phong Goh
Director since
April 2018 54
Age at
Annual Meeting
Choon Phong Goh Chief Executive Officer, Singapore Airlines Limited (since January 2011)
Mr. Goh brings to the Board strong consumer insight, global perspective and payments
experience as the CEO and longtime senior executive of a publicly traded multinational
airline. His prior positions in finance and information technology contribute valuable
information security experience and financial understanding.
Current Public Company Boards
Additional Positions
Previous Experience
Experience, Qualifications and Skills Key: Merit E. Janow
Director since
June 2014 60
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, since 1994, 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.
Current Public Company Boards
Additional Positions
Previous Experience
Experience, Qualifications and Skills Key: Nancy Karch
Director since
January 2007 70
Age at
Annual Meeting
Nancy 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 payments experience. Ms. Karch’s extensive experience as
a director of U.S. public companies, including her chairman experience and past service
on public company audit committees, adds valuable corporate governance and financial
insight.
Current Public Company Boards
Additional Positions
Previous Experience
Past Public Company Boards
Experience, Qualifications and Skills Key: Oki Matsumoto
Director since
June 2016 54
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.
Current Public Company Boards
Additional Positions
Previous Experience
Past Public Company Boards
Experience, Qualifications and Skills Key: Rima Qureshi
Director since
April 2011 53
Age at
Annual Meeting
Rima Qureshi Executive Vice President and Chief Strategy Officer, Verizon
Communications Inc. (since November 2017)
Ms. Qureshi contributes to the Board global perspective, digital expertise and
innovation insights through her extensive senior-level experience at global
telecommunications equipment and services providers, 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 and having completed the NACD/Carnegie Mellon CERT
certification in cybersecurity oversight, Ms. Qureshi provides the Board with relevant
payments and information security expertise.
Additional Positions
Previous Experience
Past Public Company Boards
Experience, Qualifications and Skills Key: José Octavio Reyes Lagunes
Director since
January 2008 66
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 payments experience.
Current Public Company Boards
Additional Positions
Previous Experience
Experience, Qualifications and Skills Key: Jackson Tai
Director since
September 2008 67
Age at
Annual Meeting
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 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.
Current Public Company Boards
Additional Positions
Previous Experience
Past Public Company Boards
* In April 2014, after Mr. Tai’s Nov. 2013 resignation from its board, Brookstone 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.
Experience, Qualifications and Skills Key: Audit Committee 9
Number of Meetings in 2017
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 ExpertsThe 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.
Committee Charter
Each committee operates under a written charter. Download the Audit Committee Charter.
Human Resources and Compensation Committee 5
Number of Meetings in 2017
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.
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 the “Compensation Discussion and Analysis” section beginning on pg 40. Committee Charter
Each committee operates under a written charter. Download the Human Resources and Compensation Committee Charter.
Nominating and Corporate Governance Committee 5
Number of Meetings in 2017
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.
Committee Charter
Each committee operates under a written charter. Download the Nominating and Corporate Governance Committee Charter.
Global Perspective Including significant experience in the
geographic regions in which we
operate
Public Company Board Experience Both U.S. and non-U.S.
Financial Including risk management orientation
Digital & Innovation Including application of technology in
payments, mobile and digital, as well
as Internet, retail and social media
experience
Regulatory & Governmental Including deep engagement with
regulators as part of a business and/or
through positions with governments and
regulatory bodies
Payments Including within retail banking, telecommunications, technology and data
Consumer Including brand, marketing and retail
experience and other merchant
background
CEO Experience Including service as a chief executive
officer at a publicly traded or a private
company
Information Security Including cybersecurity and data
privacy
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