2019 Proxy Statement
Chairman of the Board
Chairman and Co-Founder, QiO Technologies
Chairman and director since 2006
Age 62 at Annual Meeting
President and Chief Executive Officer,
Mastercard Incorporated
Director since 2010
Age 59 at Annual Meeting
Former Chairman and Chief Executive Officer, IMS Health Incorporated
Director since 2006
Age 65 at Annual Meeting
Chief Executive Officer, Make-A-Wish America
Director since 2018
Age 61 at Annual Meeting
Senior Advisor, The Boston Consulting Group
Director since 2006
Age 62 at Annual Meeting
Managing Director and Partner, The Carlyle Group
Director since 2014
Age 56 at Annual Meeting
Chief Executive Officer, Singapore Airlines Limited
Director since 2018
Age 55 at Annual Meeting
Dean, School of International and Public Affairs, Columbia University
Director since 2014
Age 61 at Annual Meeting
Managing Director, Chairman and Chief Executive Officer, Monex Group, Inc.
Director since 2016
Age 55 at Annual Meeting
Senior Associate Dean for Strategy & Innovation & the
Donald K. David Professor of Business Administration,
Harvard Business School
Director nominee
Age 55 at Annual Meeting
Executive Vice President and Chief Strategy Officer, Verizon Communications Inc.
Director since 2011
Age 54 at Annual Meeting
Former Vice Chairman, The Coca-Cola Export Corporation, The Coca-Cola Company
Director since 2008
Age 67 at Annual Meeting
General Partner, Fontis Partners, L.P.
Director since 2018
Age 59 at Annual Meeting
Former Vice Chairman and Chief Executive Officer, DBS Group and DBS Bank Ltd.
Director since 2008
Age 68 at Annual Meeting
Chairman and Chief Executive Officer, IHS Markit Ltd.,
Director nominee
Age 57 at Annual Meeting
Our director nominees’ experience, tenure, independence and diversity
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 2006Age at Annual Meeting
62
Board committees
Current public company boards
Additional positions
Previous experience
Past public company boards
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 2010Age at Annual Meeting
59
Current public company boards
Additional positions
Additional Mastercard experience
Previous experience
Past public company boards
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 2006Age at Annual Meeting
65
Board committees
Current public company boards
Previous experience
Past public company boards
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 2018Age at Annual Meeting
61
Board committees
Current public company boards
Additional positions
Previous experience
Past public company 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 2006Age at Annual Meeting
62
Board committees
Current public company boards
Additional positions
Additional Mastercard experience
Previous experience
Past public company boards
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 2014Age at Annual Meeting
56
Board committees
Current public company boards
Additional positions
Previous experience
Past public company boards
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 2018Age at Annual Meeting
55
Board committees
Current public company boards
Additional positions
Previous experience
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 2014Age at Annual Meeting
61
Board committees
Current public company boards
Additional positions
Previous experience
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 2016Age at Annual Meeting
55
Board committees
Current public company boards
Additional positions
Previous experience
Past public company boards
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
Additional positions
Previous Harvard Business School experience
Past public company boards
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 2011Age at Annual Meeting
54
Board committees
Additional positions
Previous experience
Past public company boards
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 2008Age at Annual Meeting
67
Board committees
Current public company boards
Additional positions
Previous experience
Past public company boards
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 2018Age at Annual Meeting
59
Board committees
Current public company boards
Additional positions
Previous experience
Past public company boards
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 2008Age at Annual Meeting
68
Board committees
Current public company boards
Additional positions
Previous experience
Past public company boards
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
Additional positions
Previous experience
Audit Committee
Number of meetings in 2018
9Primary 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.Committee Charter
Each committee operates under a written charter. Download the Audit Committee Charter.* through the date of the Annual Meeting
 Audit Committee Financial ExpertHuman Resources & Compensation Committee
Number of meetings in 2018
5Primary 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 “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 
Number of meetings in 2018
5Primary 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 & Corporate Governance Committee Charter.* through the date of the Annual Meeting
Public company board experience Both U.S. and non-U.S.
Nominees with this skill/qualification:
Global perspective Including significant
experience in the
geographic regions in which
we operate
Nominees with this skill/qualification:
Financial Including risk management
orientation
Nominees with this skill/qualification:
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 Experience, Qualifications and Skills Key
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