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2019 Proxy Statement
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Chairman of the Board
Chairman and Co-Founder, QiO Technologies
Chairman and director since 2006
Age 62 at Annual Meeting
Public company board experience Global perspective Financial CEO experience Digital & innovation Regulatory & governmental
President and Chief Executive Officer, Mastercard Incorporated
Director since 2010
Age 59 at Annual Meeting
Public company board experience Global perspective Financial CEO experience Digital & innovation Regulatory & governmental Consumer Information security Payments
Board committees
Former Chairman and Chief Executive Officer, IMS Health Incorporated
Director since 2006
Age 65 at Annual Meeting
Public company board experience Global perspective Financial CEO experience Digital & innovation Regulatory & governmental Information security Payments
Chief Executive Officer, Make-A-Wish America
Director since 2018
Age 61 at Annual Meeting
Public company board experience Financial CEO experience Regulatory & governmental Consumer Payments
Senior Advisor, The Boston Consulting Group
Director since 2006
Age 62 at Annual Meeting
Public company board experience Global perspective Financial CEO experience Digital & innovation Regulatory & governmental Consumer Information security Payments Audit committee financial expert
Managing Director and Partner, The Carlyle Group
Director since 2014
Age 56 at Annual Meeting
Public company board experience Global perspective Financial CEO experience Digital & innovation Regulatory & governmental Consumer Information security
Chief Executive Officer, Singapore Airlines Limited
Director since 2018
Age 55 at Annual Meeting
Public company board experience Global perspective Financial CEO experience Consumer Information security Payments
Dean, School of International and Public Affairs, Columbia University
Director since 2014
Age 61 at Annual Meeting
Public company board experience Global perspective Financial Digital & innovation Regulatory & governmental Information security
Managing Director, Chairman and Chief Executive Officer, Monex Group, Inc.
Director since 2016
Age 55 at Annual Meeting
Public company board experience Global perspective Financial CEO experience Digital & innovation
Senior Associate Dean for Strategy & Innovation & the Donald K. David Professor of Business Administration, Harvard Business School
Director nominee
Age 55 at Annual Meeting
Public company board experience Global perspective Digital & innovation Consumer
Board committees
Executive Vice President and Chief Strategy Officer, Verizon Communications Inc.
Director since 2011
Age 54 at Annual Meeting
Public company board experience Global perspective Financial Digital & innovation Regulatory & governmental Consumer Information security Payments
Board committees
Former Vice Chairman, The Coca-Cola Export Corporation, The Coca-Cola Company
Director since 2008
Age 67 at Annual Meeting
Public company board experience Global perspective Regulatory & governmental Consumer Payments
Board committees
General Partner, Fontis Partners, L.P.
Director since 2018
Age 59 at Annual Meeting
Public company board experience Global perspective Financial CEO experience Regulatory & governmental Consumer
Former Vice Chairman and Chief Executive Officer, DBS Group and DBS Bank Ltd.
Director since 2008
Age 68 at Annual Meeting
Public company board experience Global perspective Financial CEO experience Digital & innovation Regulatory & governmental Consumer Information security Payments Audit committee financial expert
Chairman and Chief Executive Officer, IHS Markit Ltd.,
Director nominee
Age 57 at Annual Meeting
Public company board experience Global perspective Financial CEO experience Digital & innovation
Board committees
Our director nominees’ experience, tenure, independence and diversity
Financial
Financial – 13
Financial
CEO experience
CEO experience
Consumer
Consumer – 10
Consumer
Payments
Payments – 8
Payments
 
Richard Haythornthwaite
Chairman and Co-Founder, QiO Technologies, an industrial artificial intelligence company (since March 2015)
Mr. Haythornthwaite has served as CEO, Chairman and senior executive at several non-U.S. multinational companies, bringing to the Board global perspective. He brings digital and innovation insights as chairman and co-founder of an artificial intelligence company and board member of a digital services company. As a former chairman of government bodies and companies in highly regulated industries, Mr. Haythornthwaite contributes risk management experience and valuable insight on engaging and partnering with regulators. His past service on public company audit committees and experience with financial operational rescue challenges provide valuable financial understanding.
Chairman and director since
May 2006
Age at Annual Meeting
62
Current public company boards
  • Globant S.A. (digital services)
Additional positions
  • Chairman of each of The Creative Industries Federation; Cloudgrove; and Arc International Holdings (strategy committee) and its parent company Glass Holdings SA
  • Advisory Partner, Moelis & Company
Previous experience
  • Non-Executive Chairman, Centrica plc (2014-2019)
  • Non-Executive Chairman, Network Rail (2009-2012)
  • Partner, Star Capital Partners Limited (2006-2008)
  • CEO, Invensys plc (2001-2005)
  • Chief Executive–Europe and Asia and Group Chief Executive, Blue Circle Industries plc (1997-2001)
  • Prior positions include Director of Premier Oil plc; President of BP Venezuela; and General Manager of Magnus Oilfield, BP Exploration
Past public company boards
  • Centrica plc; Network Rail; Blue Circle Industries plc; Cookson Group plc; Imperial Chemical Industries plc; Invensys plc; Land Securities Group plc; and Premier Oil plc
 
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.
Director since
April 2010
Age at Annual Meeting
59
Current public company boards
  • Dow Inc. (compensation & leadership development and corporate governance committees)
Additional positions
  • Co-founder and co-chair, Cyber Readiness Institute
  • First vice chairman, International Chamber of Commerce
  • Trustee, U.S. Council for International Business
  • Member, board of governors, American Red Cross
  • Member, Council on Foreign Relations
  • Member, The Business Council
  • Founding Trustee, U.S.-India Strategic Partnership Forum
  • Co-chair, Partnership for New York City
  • Former member, President’s Advisory Committee for Trade Policy and Negotiations (U.S.) and President’s Commission on Enhancing National Cybersecurity (U.S.)
Additional Mastercard experience
  • President and COO, Mastercard (2009-2010)
Previous experience
  • Executive positions at Citigroup (1996-2009), including CEO, Asia Pacific region; Chairman and CEO, International Global Consumer Group; Executive Vice President, Global Consumer Group; President, Retail Banking, North America; and business head for CitiFinancial and the U.S. Consumer Assets Division
  • Previous experience at Nestlé India and PepsiCo totaling 15 years, in roles of increasing responsibility
Past public company boards
  • DowDuPont Inc. and the Dow Chemical Company (Dow Inc. predecessor boards)
  • Kraft Foods Inc.
 
David R. Carlucci
Former Chairman and Chief Executive Officer, IMS Health Incorporated, a global provider of healthcare industry market intelligence (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 insight into technology and innovation.
Director since
May 2006
Age at Annual Meeting
65
Current public company boards
  • Mallinckrodt public limited company (human resources and compensation committee chairman)
Previous experience
  • Chairman and CEO, IMS Health Incorporated (2005-2010) (became Chairman in 2006); prior experience since joining in 2002, including President and COO
  • General Manager, IBM Americas, overseeing all sales and distribution operations in the U.S., Canada and Latin America (2000-2002)
  • Prior positions at IBM (1990-2000), including General Manager, S/390 Division; Chief Information Officer; General Manager, IBM Printing Systems Company; Vice President, systems, industries and services, Asia Pacific; and Vice President of marketing and channel management, IBM Personal Computer Company–North America
Past public company boards
  • IMS Health Incorporated
 
Richard K. Davis
Chief Executive Officer, Make-A-Wish America, a non-profit corporation dedicated to granting the wishes of critically ill children (since January 2019)
Mr. Davis brings to the Board extensive payments experience 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.
Director since
June 2018
Age at Annual Meeting
61
Current public company boards
  • Dow Inc. (audit and corporate governance committees)
  • Xcel Energy, Inc. (chair, governance, compensation and nominating committee; finance committee)
Additional positions
  • Director, Mayo Clinic
Previous experience
  • Executive positions at U.S. Bancorp, including Executive Chairman (April 2017-April 2018); Chairman (2007-April 2017); Chief Executive Officer (December 2006-April 2017); President (October 2004-January 2016); and Chief Operating Officer (2004-2006)
Past public company boards
  • U.S. Bancorp
  • DowDuPont Inc. and The Dow Chemical Company (Dow Inc. predecessor boards)
 
Steven J. Freiberg
Former CEO, E*Trade Financial Corporation, a financial services firm (April 2010-August 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 insight. 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.
Director since
September 2006
Age at Annual Meeting
62
Current public company boards
  • Regional Management Corp. (consumer finance) (audit committee and compensation committee chair)
Additional positions
  • Chairman, Fair Square Financial LLC (credit card-focused venture)
  • Chairman, Rewards Network (marketing and loyalty services provider to restaurant industry)
  • Vice Chairman, Social Finance, Inc. (private personal finance company)
  • Member, TowerBrook Capital Partners L.P. senior advisory board
  • Senior Advisor, The Boston Consulting Group (global management consulting) and Verisk Analytics, Inc. (data analysis and risk assessment)
  • Director, Purchasing Power, LLC (consumer product purchasing provider)
Additional Mastercard experience
  • Director of U.S. region board prior to IPO (2001-2006) (Chairman 2004-2006)
Previous experience
  • Several executive positions at Citigroup (2005-2010), including EVP, Citibank N.A.; Chairman and CEO of Citi Holdings–global consumer; CEO, global cards; Chairman and CEO, global consumer group, N.A.; Co-Chairman, global consumer group; Chairman and CEO, Citi Card
Past public company boards
  • E*TRADE Financial Corporation
 
Julius Genachowski
Managing Director and Partner, The Carlyle Group, a global investment firm (since January 2014)
Mr. Genachowski brings to the Board extensive digital, technology and media expertise, regulatory experience, information security insight, a global perspective, and engagement with both consumer and enterprise companies through a career as a senior government official, senior business executive, investor, and director at or with technology, media and communications companies. Mr. Genachowski also adds valuable financial knowledge through experience in private equity, at a large public operating company and on public audit committees.
Director since
June 2014
Age at Annual Meeting
56
Current public company boards
  • Sonos Inc. (audit committee and nominating and corporate governance committee chair)
  • Sprint Corporation (audit committee)
Additional positions
  • Former member, President’s Intelligence Advisory Board (U.S.)
Previous experience
  • Chairman, U.S. Federal Communications Commission (2009-2013)
  • Senior executive roles with IAC/InterActiveCorp (Internet and media), including chief of business operations and general counsel
  • Several other U.S. government roles, including chief counsel to FCC Chairman; law clerk to U.S. Supreme Court Justice David Souter; and congressional staff member (including for then-Representative Charles Schumer, and for the joint select committee investigating the Iran-Contra affair)
Past public company boards
  • AsiaSat
 
Choon Phong Goh
Chief Executive Officer, Singapore Airlines Limited, a multinational airline (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.
Director since
April 2018
Age at Annual Meeting
55
Current public company boards
  • Singapore Airlines Limited
Additional positions
  • Member and former chairman, Board of Governors of the International Air Transport Association (Chair, audit, and strategy and policy committees)
  • Chairman, Budget Aviation Holdings Pte Ltd
  • Director, SIA Engineering Company (majority owned by Singapore Airlines Limited)
  • Member, Massachusetts Institute of Technology Presidential CEO Advisory Board
  • Member, National University of Singapore board of trustees
  • Member, Association of Asia Pacific Airlines (executive committee)
Previous experience
  • Executive Vice President, Marketing and the Regions, Singapore Airlines Limited (June 2010-December 2010)
  • President, Singapore Airlines Limited, Cargo (June 2006-February 2010)
  • Previous leadership positions at Singapore Airlines Limited, including Senior Vice President Finance, Senior Vice President Information Technology and Senior Vice President Commercial Technology
 
Merit E. Janow
Dean, School of International and Public Affairs, Columbia University, a private university (since July 2013)
Professor Janow contributes extensive global perspective as a dean and professor of international economic law and international affairs, especially with respect to the Asia Pacific region where she has a strong focus. Her university career, public board service and other initiatives provide significant insights on technology, innovation and digital matters, including in cyber security. Professor Janow also brings deep experience in dealing with governments and regulatory bodies through both her past government service and her career at SIPA, as well as through her service on not-for-profits and advisory bodies.
Director since
June 2014
Age at Annual Meeting
61
Current public company boards
  • Trimble Inc. (compensation committee)
Additional positions
  • Lead, Columbia University’s SIPA Tech & Policy Initiative, including serving as Co-Chair, New York Cyber Task Force
  • Director and proxy committee member, American Funds (a mutual fund family of the Capital Group) (more than 20 funds)
  • Director of Japan Society and National Committee on U.S.-China Relations
  • Member, Council on Foreign Relations
  • Member, Mitsubishi UFJ Financial Group, Inc. global advisory Board
  • Charter member, International Advisory Council of China Investment Corporation
Previous experience
  • Leadership positions at Columbia University, including director, international finance and economic policy program; director, master’s program in international affairs; and chairman, Advisory Committee on Socially Responsible Investing
  • Member, Appellate Body of the World Trade Organization
  • Executive director, the International Competition Policy Advisory Committee of the U.S. Department of Justice
  • Deputy Assistant U.S. Trade Representative, Japan and China
 
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.
Director since
June 2016
Age at Annual Meeting
55
Current public company boards
  • Monex Group, Inc. (nominating and compensation committees)
  • UZABASE, Inc.
Additional positions
  • Chairman, Coincheck, Inc.; and Director, TradeStation Group, Inc. and Monex, Inc., each a subsidiary of Monex Group, Inc.
  • International Board member and Vice Chairman, Human Rights Watch
  • Councilor, International House of Japan
  • Former member, Economic Counsel to the Prime Minister of Japan
  • Former director, Tokyo Stock Exchange (2008-2013)
Previous experience
  • Founded Monex, Inc. (financial services) in 1999; held management roles, including representative director and CEO (1999-2016)
  • General Partner, Goldman Sachs Group, L.P. (1994-1998)
  • Vice President, Goldman Sachs Japan Co. Ltd. (1992-1994) and analyst (1990-1992)
  • Analyst, Salomon Brothers Asia Limited (1987-1990)
Past public company boards
  • JIN Co., Ltd.
  • Kakaku.com, Inc.
 
Youngme Moon
Senior Associate Dean for Strategy & Innovation and the Donald K. David Professor of Business Administration, Harvard Business School, a private university (since July 2014)
Professor Moon provides to the Board a deep understanding of strategy and innovation as a long-tenured professor and current associate dean at Harvard Business School. She brings strong global perspective and consumer experience based on her service as a director at several retail and retail-centric consumer products companies.
Director nominee
Age at Annual Meeting
55
Current public company boards
  • Unilever (Vice Chair and Senior Independent Director) (corporate responsibility committee)
Additional positions
  • Director of Warby Parker and Sweetgreen, Inc. (compensation committee)
Previous Harvard Business School experience
  • Associate Dean and Chair of MBA Program (2010)
  • Donald K. David Professor of Business Administration (2007-present)
  • Associate Professor (2003-2007)
  • Assistant Professor (1998-2003)
Past public company boards
  • Avid Technology, Inc.
  • Rakuten, Inc.
  • Zulily, Inc.
 
Rima Qureshi
Executive Vice President and Chief Strategy Officer, Verizon Communications Inc., a multinational telecommunications conglomerate (since November 2017)
Ms. Qureshi contributes to the Board global perspective, digital expertise and innovation insight through her extensive senior-level experience at global telecommunications equipment and services providers, including roles in strategy, regional management, research and development, sales and services. Having spent many 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.
Director since
April 2011
Age at Annual Meeting
54
Board committees
Additional positions
  • Director, GSMA Board (telecom industry association board) (audit committee)
  • Director, Verizon Foundation
  • Member, McGill University International Advisory Board
Previous experience
  • Executive positions at Ericsson, including President, North America (2017); Senior Vice President, chief strategy officer and head of M&A (2014-2016)
  • Additional positions at Ericsson (1993-2014), including Senior Vice President and head of business unit CDMA mobile systems (2010-2012)
  • IT consultant, DMR Group Inc.
Past public company boards
  • Great-West Lifeco Inc.
  • Wolters Kluwer
 
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.
Director since
January 2008
Age at Annual Meeting
67
Board committees
Current public company boards
  • Coca-Cola HBC AG (social responsibility committee)
  • Coca-Cola FEMSA S.A.B. de C.V. (KOF)
Additional positions
  • Director, Papalote Children’s Museum, Mexico City
Previous experience
  • Vice Chairman, The Coca-Cola Export Corporation, The Coca-Cola Company (2013-2014)
  • Executive positions at The Coca-Cola Company, including President, Latin America Group (2002-2012) and President, Coca-Cola de México (1996-2002)
  • Additional management positions at The Coca-Cola Company (1980-1996), including manager of strategic planning, Coca-Cola de México; manager, Sprite and Diet Coke brands (corporate headquarters, Atlanta); marketing director for Brazil; and vice president of marketing and operations, Coca-Cola de México
  • Grupo IRSA, a Monsanto Company joint venture (five years’ experience)
Past public company boards
  • Keurig Green Mountain, Inc.
 
Gabrielle Sulzberger
General Partner, Fontis Partners, L.P., a private equity fund (since October 2005)
Ms. Sulzberger brings to the Board extensive financial experience and insight as the general partner of a private equity firm, Chief Financial Officer of several companies, and a U.S. public company audit committee financial expert and former board chairman. She contributes strong consumer insight, global perspective and payments experience as a former director at several U.S. public company merchants, including her longtime service as Chairman of a major merchant in the quality retail food business. Her experience as Chief Financial Officer of an open source software company also provides valuable digital and innovation experience.
Director since
December 2018
Age at Annual Meeting
59
Current public company boards
  • Brixmor Property Group Inc. (since 2015) (audit committee financial expert; nominating & corporate governance chairman)
Additional positions
  • Henry Crown Fellow, Aspen Institute
  • Trustee, Ford Foundation
  • Director of each of: Acorn Advisors LLC (audit committee); TIME’S UP Foundation; Trinity Church Wall Street; and WomenCorporateDirectors Foundation
Previous experience
  • Interim CEO, Johnson Products Company (hair care products) (October 2011-February 2013)
  • CFO, Gluecode Software Inc. (2002-2005) (open source software company)
  • CFO, Crown Services (2000-2002) (commercial contractors)
Past public company boards
  • Bright Horizons Family Solutions, Inc.
  • Teva Pharmaceutical Industries Limited
  • The Stage Stores, Inc.
  • Whole Foods Market, Inc.
 
Jackson Tai
Former Vice Chairman and Chief Executive Officer, DBS Group and DBS Bank Ltd., leading financial services entities (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 retail and telecommunications companies provides valuable consumer and digital and innovation insight.
Director since
September 2008
Age at Annual Meeting
68
Current public company boards
  • Eli Lilly and Company (audit; finance; and directors & corporate governance committees)
  • HSBC Holdings plc (group risk committee chair; group financial system vulnerabilities committee chair; group audit and nominations & corporate governance committees)
Additional positions
  • Director, Metropolitan Opera
  • Trustee, Rensselaer Polytechnic Institute
  • Former director, Canada Pension Plan Investment Company
  • Former director, Cassis International Pte. Ltd. (payments technology company)
  • Former director, privately held Russell Reynolds Associates, Inc.
  • Former director, Brookstone Inc. (non-executive chairman and interim CEO) (January 2012-May 2012)
Previous experience
  • Vice chairman and CEO, DBS Group and DBS Bank Ltd. (2002-2007)
  • Prior executive positions at DBS Group (1999-2002), including President and COO and CFO
  • Senior management positions at Investment Banking Division, J.P. Morgan & Co. Incorporated (New York, Tokyo and San Francisco) (1974-1999)
Past public company boards
  • Royal Philips N.V. (term ending in May, 2019)
  • Bank of China, Limited
  • DBS Group and DBS Bank Ltd.
  • ING Groep N.V.
  • Singapore Airlines Limited
 
Lance Uggla
Chairman and Chief Executive Officer, IHS Markit Ltd., a global information provider (since January 2018)
Mr. Uggla brings to the Board global perspective and innovation insights as the CEO of a publicly traded company that provides information, analytics and solutions to customers in business, finance and government. He provides extensive financial experience as the founder and former Chairman and CEO of a company that offered daily credit default swap pricing services, as well as through several executive management positions at a global investment dealer.
Director nominee
Age at Annual Meeting
57
Current public company boards
  • IHS Markit Ltd.
Additional positions
  • Executive Trustee, Tate Foundation
Previous experience
  • President and Chief Operating Officer, IHS Markit Ltd. (July 2016-December 2017)
  • Founder and former Chairman and CEO, Markit Ltd. (June 2014-July 2016) and its predecessor, Markit Group Holdings Ltd. (2003-June 2014)
  • Executive management positions at Toronto-Dominion Securities, including Vice Chairman and Head of Europe and Asia (1995-2003)
Audit Committee
Number of meetings in 2018
9
Primary responsibilities
The Audit Committee assists our Board in its oversight of:
  • The quality and integrity of Mastercard’s financial statements
  • Mastercard’s compliance with legal and regulatory requirements
  • The qualifications, performance and independence of Mastercard’s independent registered public accounting firm
  • Risk assessment and risk management
  • The performance of Mastercard’s internal audit function
  • The quality of Mastercard’s internal controls
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.
Committee Charter
Each committee operates under a written charter. Download the Audit Committee Charter.
* through the date of the Annual Meeting
Audit Committee Financial Expert
Human Resources & Compensation Committee
Number of meetings in 2018
5
Primary responsibilities
The HRCC is primarily responsible for:
  • Ensuring that Mastercard’s compensation and benefit programs are fair and appropriate, as well as designed to attract, retain and motivate employees
  • Ensuring that pay practices are consistent with our stated compensation strategy, are reasonable in view of our economics, take into consideration the relevant practices of similar companies and are consistent with the requirements of appropriate regulatory bodies
  • Determining annual and long-term goals for Mastercard and ensuring that value transferred to the CEO, as well as key executives, through cash or stock-based awards are commensurate with levels of performance
  • Ensuring that we have a thorough succession planning process
  • Providing direction and perspective to management on strategies with significant human resources 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, 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 “Compensation discussion and analysis” beginning on pg 64.
Committee Charter
Each committee operates under a written charter. Download the Human Resources & Compensation Committee Charter.
* through the date of the Annual Meeting
Nominating & Corporate Governance Committee
Nancy Karch
Nancy Karch*
Chairman
Number of meetings in 2018
5
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, regulatory and public policy matters significant to Mastercard
  • Taking a leadership role in shaping corporate governance with a focus on the long-term interests of Mastercard and its stockholders
  • Considering issues significant to Mastercard concerning corporate social responsibility and diversity initiatives and any issues raised by stockholders
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 & Corporate Governance Committee Charter.
* through the date of the Annual Meeting
Global perspective
CEO experience

Including service as a chief executive officer at a publicly traded or private company

Nominees with this skill/qualification:


Digital & innovation

Including application of technology in payments, mobile and digital, as well as Internet, retail and social media experience

Nominees with this skill/qualification:


Regulatory & governmental

Including deep engagement with regulators as part of a business and/or through positions with governments and regulatory bodies

Nominees with this skill/qualification:


Consumer

Including brand, marketing and retail experience and other merchant background

Nominees with this skill/qualification:


Information security

Including cybersecurity and data privacy

Nominees with this skill/qualification:


Payments

Including within retail banking, telecommunications, technology and data

Nominees with this skill/qualification:


Audit committee financial expert
Nominees with this skill/qualification:


Experience, Qualifications and Skills Key
Financial
Financial – 13
Financial
CEO experience
CEO experience
Consumer
Consumer – 10
Consumer
Payments
Payments – 8
Payments
 
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