DEF 14A 1 mastercard2021proxystateme.htm DEF 14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
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Mastercard Incorporated
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Table of Contents

2021 MASTERCARD PROXY
2


ANNUAL LETTER FROM MASTERCARD LEADERSHIP 2021
On grit, rebuilding and the longest year
Dear Fellow Stockholder: April 29, 2021







It will be important to take from 2020 the lesson of dogged grit and use it to work together, even when the path ahead isn’t easy.
When looking back at 2020, we need to take note of so many things – the lost social connections, the lost jobs, the lost lives. But something else deserves attention as well. It’s the perseverance that carried people into the new year and created space for hope to survive and eventually flourish.
That sentiment was exemplified by Michelle Cadore, a fashion boutique owner in Brooklyn, New York, who knows the path for a business is never a straight line forward.
“You lose some, you win some, you start over, you try again,” she said matter-of-factly earlier this year.
The same resilience came through from hospital staff, emergency responders, delivery workers, grocery clerks, parents and teachers. We saw it with our business partners around the world, the startups we mentor, our government contacts, our suppliers and especially our 21,000 employees.
It’s in that drive to get back up Cadore describes that we will rebuild together. How we rebuild is not only the most difficult part but also the most exciting. It’s up to us to push for real changes to make for a better, more inclusive world. For Mastercard, we need to keep advancing the technologies that supported people through the last year. It will be important to take from 2020 the lesson of dogged grit and use it to work together, even when the path ahead isn’t easy.
But to talk about where we are going, we first need to appreciate where we’ve been.
The innovation engine
Mastercard was built on a solid foundation that sustained our business through these difficult times. Every year, we invested in new technologies to chart the future. This work was especially beneficial last year. When the world had to shut down for health reasons, people still needed to buy essentials, businesses needed to maintain their customers and governments needed to distribute aid. When the world needed to go digital, our people were already there, ready to handle transactions of all types: account-to-account, card or online. Our work to develop new payment technologies was critical for this transition to be possible.
These efforts also helped us grow our revenue over time, allowing us to keep pushing forward. Financial performance over the past decade has stood ahead of the competition, with an over 40% return on capital and a total shareholder return approaching 1,600%.
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ANNUAL LETTER FROM MASTERCARD LEADERSHIP 2021
For small businesses, our innovations made a difference. Mastercard research found that American small businesses that started accepting e-commerce transactions during the pandemic saw average monthly sales growth of 6%, compared to those that didn’t create a digital presence.
We also expanded our open banking capabilities, powering the services that help people take greater control of their financial data. We worked with government officials in the Bahamas to support the digital Sand Dollar currency, which can be a powerful tool for disaster relief and developed digital identity tools to help students in Australia take tests remotely. We put our data analytics to work making sense of new spending trends to help businesses and governments plan for the new world.
We’re now plotting out our next steps in our decades-long journey as a company. Our work to support new fintechs and expand our capabilities in digital currencies and real-time payments will unlock people’s ability to do more with digital money. Our multi-rail strategy providing a one-stop shop for payments will grow our support for our customers. And our new horizons beyond payments such as health care and cybersecurity will be valuable building blocks to expanding our services capabilities.
As we’ve seen an additional $900 billion spent in retail online globally in 2020, this work becomes even more critical to respond to consumers’ changing needs and making sure smaller merchants and people with few digital tools aren’t left behind amid this shift online.
Our commitment to decency
Kendra Brown, a Mastercard director of public policy, worked with the Vera Institute of Justice in New Orleans to further its work supporting equality in the criminal justice system. She joined on through our virtual pro bono program created in the wake of racial injustice protests last year.
“Knowing that there is still injustice that exists,” she said, “we have a duty to advocate for policies that will ensure we are doing well by doing good.”
This kind of work is fundamental to our mission because we believe that we only thrive when the world thrives. It’s our responsibility to make the digital economy work for everyone, everywhere. Our teams looked at this rapid move to digital and worked even harder to build the tools people would need. At the same time, we looked at more ways to level the playing field for all people and all businesses.
This may be best demonstrated by our financial inclusion commitments. Having met our initial goal of bringing 500 million more people into the digital economy, we’ve extended the goal to 1 billion people – and 50 million micro and small merchants – by 2025. As part of this effort, we’ll provide 25 million women entrepreneurs with tools to help them grow their businesses.
2021 MASTERCARD PROXY
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ANNUAL LETTER FROM MASTERCARD LEADERSHIP 2021
We showed our commitment to real action by tying our executives’ compensation to Environmental, Social and Governance goals.
Small businesses are a critical piece of the world economy, delivering up to half of the world’s GDP. They’ve shown great perseverance. Now it’s imperative we help them recover from the crisis. That’s why we have put our money – and our muscle – into their success. Within the past year, we pledged $250 million in products, insights and analytics services to help small businesses evolve and transition to meet their customers’ needs and expectations.
Actions driving trust
The pandemic has exposed and exacerbated a number of environmental, economic and social issues we can’t ignore. Mastercard is working to address these issues head-on, using fairness and trust.
We need to actively engage in building a more sustainable world because every economy depends on it. We are pushing for greater sustainability through the Priceless Planet Coalition pledge to restore 100 million trees. We’ve also deepened our connections to governments – which had started as a way to accelerate financial inclusion, but this work grew to involve cybersecurity, transit and helping small businesses develop digital tools.
Added to that, we showed our commitment to real action by tying our executives’ compensation to our Environmental, Social and Governance (ESG) goals.
To us, it is as much about what we do as it is about how we do it. This starts with a commitment to transparency and a principled approach to innovation. All of that calls for trust.
When we do all these things – and do them together – more people have an opportunity to succeed.
We’ve all been challenged by this yearlong crisis. But, with a strong long-term vision, solid partnerships and the know-how to deliver even in an evolving situation, we’ve been able to navigate 2020 and set a course for the possibilities ahead.
The road forward isn’t a straight line, but we’re gratified to be taking these steps with the people mentioned in this letter and the hundreds of millions of others who, like Cadore, the boutique owner from Brooklyn, interact with our business every day because they know we’re going to be there to help them move forward, too.
Sincerely,
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Ajay Banga
Executive Chairman
Michael Miebach
President and CEO
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NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS
Notice of 2021 annual meeting of stockholders
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When
Tuesday, June 22, 2021
at 8:30 a.m. (Eastern time)
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Record date
April 23, 2021
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Who can vote
Holders of Mastercard’s Class A common stock at the close of business on April 23, 2021
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Location
Live webcast at:
www.virtualshareholdermeeting.com/MA2021
Dear Stockholder:
You are invited to attend the Annual Meeting of Stockholders of Mastercard Incorporated (Annual Meeting), which will be held virtually on Tuesday, June 22, 2021 at 8:30 a.m. (Eastern time) at www.virtualshareholdermeeting.com/MA2021.
Items of business
Board Vote
Recommendation
For more
Information
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1
Election of the 14 nominees named in the proxy statement to serve on Mastercard’s Board of Directors
FOR each director nominee
See pg 22
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2
Advisory approval of Mastercard’s executive compensation
FOR
See pg 55
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3
Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Mastercard for 2021
FOR
See pg 100
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4Approval of the amendment and restatement of the 2006 Long Term Incentive PlanFOR
See pg 105
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5Approval of the amendment and restatement of the 2006 Non-Employee Director Equity Compensation PlanFOR
See pg 116
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6Approval of amendments to the Certificate of Incorporation to remove supermajority voting requirements
FOR
See pg 121
Annual meeting website and voting in advance
We have created an annual meeting website to make it easy for you to access our Annual Meeting materials at www.mastercardannualmeeting.com. There you will find an overview of the voting items, the proxy statement and the annual report to read online or download, as well as a link to vote your shares.
Your vote is important. Please vote as soon as possible by one of the methods shown below. Be sure to have your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials in hand and follow the below instructions:
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By telephone
You can vote your shares by calling 800.690.6903 toll-free
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By Internet
You can vote your shares online at www.proxyvote.com
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By mail
Complete, sign, date and return your proxy card or voting instruction form in the postage-paid envelope provided
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NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS
 
Attending the Virtual Annual Meeting
The Annual Meeting will be a virtual-only meeting held on June 22, 2021 at 8:30 am. Stockholders of record as of April 23, 2021 will be able to participate in the annual meeting by visiting our annual meeting website at www.virtualshareholdermeeting.com/MA2021 .
Stockholders will be able to attend the virtual Annual Meeting online, vote their shares electronically and submit questions online during the meeting by logging in to the website listed above using the unique 16-digit control number included in their Notice of Internet Availability of proxy materials, proxy or voting instruction card, email or on any additional instructions accompanying these proxy materials. Those without a control number may attend as guests of the meeting but will not have the option to vote their shares, ask questions or otherwise participate in the virtual Annual Meeting. Stockholders are encouraged to log in at www.virtualshareholdermeeting.com/MA2021 to check-in to the webcast up to 15 minutes before the virtual Annual Meeting’s start time.
Stockholders may submit questions during the meeting by entering a question in the Q&A field; we will respond to questions as time permits. If we receive substantially similar questions, we may group them together and provide a single response to avoid repetition and allow time for additional topics to be discussed at the virtual Annual Meeting. Stockholders may submit questions in advance of the meeting by entering their control number and submitting a question under the “Questions for Management” tab at proxyvote.com.
All participants in the virtual Annual Meeting should reference the meeting rules of conduct that will be posted to the “Investor Relations” section of Mastercard’s website at https://investor.mastercard.com. You can find more information under “About the Annual Meeting and voting” on pg 126 of the proxy statement that follows.
Audio webcast
In addition to participating in the virtual Annual Meeting, you can listen to a live audio webcast of our virtual Annual Meeting by visiting https://investor.mastercard.com/investor-relations/default.aspx, the “Investor Relations” page of our website, beginning at 8:30 a.m. (Eastern time) on June 22, 2021.
Date of mailing
We will begin mailing our Proxy Materials on or about April 29, 2021.
Unless you attend (and vote at) the virtual Annual Meeting, Mastercard must receive your vote either by telephone, Internet, proxy card or voting instruction form by 11:59 p.m. (Eastern time) on June 21, 2021 for your vote to be counted. Telephone and Internet voting facilities will close at that time.
Voting by telephone or Internet or by returning your proxy card or voting instruction form in advance of the virtual Annual Meeting does not deprive you of your right to attend or vote at the virtual Annual Meeting.
By Order of the Board of Directors
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Janet McGinness
Corporate Secretary
Purchase, New York
April 29, 2021
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS
Mastercard Incorporated’s Proxy Statement for the 2021 Annual Meeting of Stockholders (the Proxy Statement) and 2020 Annual Report on Form 10-K (the 2020 Form 10-K) are available at www.proxyvote.com.
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PROXY SUMMARY
Proxy summary
This summary highlights information contained elsewhere in this proxy statement and does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting.
Our mission and purpose
Our mission is to connect and power an inclusive, digital economy that benefits everyone, everywhere by making transactions safe, simple, smart and accessible. Using secure data and networks, partnerships and passion, our innovations and solutions are designed to help individuals, financial institutions, governments and businesses realize their greatest potential. Our decency quotient drives what we do inside and outside of our company. We are building a sustainable world that unlocks priceless possibilities for all.
Our Board nominees
Director
since
Committee membership
NameAge
Primary occupation
Audit
HRCC
NCG
Ajay Banga, Executive Chairman612010Executive Chairman
Richard K. Davis632018CEO, Make-A-Wish America
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Steven J. Freiberg
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642006Former CEO, E*TRADE Financial Corporation
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Julius Genachowski582014Managing Director, The Carlyle Group
Choon Phong Goh572018CEO, Singapore Airlines Limited
Merit E. Janow, Lead Director632014Dean, School of International and Public Affairs, Columbia University
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Oki Matsumoto572016Founder, Chairman and CEO, Monex Group, Inc.
Michael Miebach532021President & CEO
Youngme Moon572019Donald K. David Professor of Business Administration, Harvard Business School
Rima Qureshi562011Executive Vice President and Chief Strategy Officer, Verizon Communications Inc.
José Octavio Reyes Lagunes692008Former Vice Chairman, The Coca-Cola Export Corporation, The Coca-Cola Company
Gabrielle Sulzberger612018Strategic Advisor, Two Sigma Impact
Jackson Tai
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702008Former Vice Chairman and CEO, DBS Group and DBS Bank, Ltd.
Lance Uggla592019Chairman and CEO, IHS Markit Ltd.
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Committee chair
Committee member
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Audit Committee financial expert
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PROXY SUMMARY
Our director nominees’ experience, tenure, independence and diversity
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86% 12 of our 14
director nominees are independent
57% 8 of our 14 director
nominees identify as racially diverse
64% 9 of our 14 director
nominees are non-U.S. citizens
and/or have international experience
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61
Average age of our independent director nominees
6.4
Average tenure in years of our independent director nominees
29% 4 of our 14 director
nominees identify as female
42% 5 of our 12
independent director nominees have
a tenure of 4 years or less
Director Skills (including number of nominees possessing these skills)
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Public company
board experience
Global
perspective
FinancialSustainabilityConsumerDigital &
innovation
CEO experienceRegulatory
& governmental
Information
security
Payments
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PROXY SUMMARY
Our Engagement and Transparency

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Stockholder Engagement
Management, and where appropriate, directors engage with stockholders in the boardroom, via video conference, telephone, and at conferences on a variety of topics. The exchanges we and our Board have had with stockholders provide us with a valuable understanding of our stockholders’ perspectives and meaningful opportunities to share views with them.
Sustainability Engagement
We welcome the views of a broad range of stakeholders who serve as critical partners in identifying our key sustainability areas of impact. We regularly engage with these stakeholders to better understand their views and sustainability concerns and ensure we are prioritizing issues important to both our stakeholders and our long-term business success.
Commitment to Transparency
Our website disclosures address critical matters of interest to our stakeholders, including our commitment to social responsibility.
Business strategy
Compensation practices
Data privacy
Our response to COVID-19
Talent and culture
Sustainability
Risk oversight
Data privacy
Board refreshment
Employees, financial institutions, merchants and customers
Stockholders
Suppliers
Governments and regulators
International organizations
Community and nongovernmental organizations
Human Rights Statement
Political activity/political spending
Our response to COVID-19
Sustainability Report
Diversity and inclusion
Talent and culture
Privacy and data protection
Engagement and Transparency
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PROXY SUMMARY
Our performance
The following are our key financial and operational highlights for 2020, including growth rates over the prior year:
GAAP
Net revenueNet incomeDiluted EPS
$15.3B$6.4B$6.37
down9%down21%down20%
NON-GAAP1 (currency-neutral)
Net revenueAdjusted net incomeAdjusted diluted EPS
$15.3B$6.5B$6.43
down8%down17%down16%
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Gross dollar volume
YOY (growth on a local
currency basis)
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Cross-border
volume growth
(on a local currency basis)
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Switched transactions
$6.3T90.1B
down 29%
flatup 3%
1.Non-GAAP results exclude the impact of gains and losses on equity investments, Special Items and/or foreign currency. Refer to the Appendix for the reconciliation to the most direct comparable GAAP financial measures.
Capital returned to stockholders in 2020Cash flow from operations
Total
Repurchased shares
Dividends paid
2020
$6.1B$4.5B
$1.6B
$7.2B
Our strong performance over the years has resulted in substantial stock price appreciation.
Comparison of cumulative five-year total return*     
                            
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*    Assumes a $100 investment in our Class A common stock and both of the indices and the reinvestment of dividends. Mastercard’s Class B common stock is not publicly traded or listed on any exchange or dealer quotation system.
The coronavirus (“COVID-19”) outbreak and its negative impact on the global economy affected our 2020 performance. We saw unfavorable trends compared to historical periods, primarily due to travel restrictions and stay-at-home orders implemented by governments in many regions and countries across the globe. The full extent to which the pandemic, and measures taken in response, affect our business will depend on future developments, including the duration of the pandemic and its impact on the global economy which are uncertain and cannot be predicted at this time.
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PROXY SUMMARY
Compensation
Our core executive compensation principles
Our executive compensation program is based on three core principles:
Align the long-term interest of our executives with stockholders
Pay for performance
Pay competitively
Program design
To address these three core principles, we designed a compensation program that supports our strategic objectives to grow, diversify and build our business and attracts, motivates and retains executives critical to Mastercard’s long-term success:
•    The majority of our executives’ compensation is variable and at-risk and tied to pre-established goals linked to financial and strategic objectives designed to create long-term stockholder value.
•    Total direct compensation for our executives is weighted more toward long-term equity awards rather than cash compensation.
Stockholder feedback
At our 2020 annual meeting of stockholders, 95% of votes cast supported our executive compensation program. We view this level of stockholder support as an affirmation of our current pay programs and pay for performance philosophy.
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PROXY SUMMARY
Balancing Stakeholder Interests
COVID-19 gave rise to significant and unique talent management challenges, from ensuring the health, safety, and well-being of our employees around the world, to retaining and motivating them to perform at the highest levels in the face of unprecedented uncertainty. To manage these challenges, the company quickly executed several actions, including a commitment to make no COVID-19-related layoffs in 2020 and introduction of new COVID-19-related benefits, including additional paid leave for illness, childcare, and eldercare, 100% coverage for the cost of COVID-19 testing, and flexibility for how and where employees get work done.

While our employees’ safety was our primary concern, we relied on them to remain focused and to maximize business results in the face of uncertainty. To achieve this, management and the Board committed to monitoring the development of the pandemic and its impact on Mastercard to ensure that all employees, including our NEOs, would be fairly rewarded for their contributions while balancing the interests of our stockholders. This commitment was made in consideration of the fact that financial targets under in-process incentive plans had been established pre-pandemic, rendering them obsolete as the economic impact of the pandemic became better understood.

Linking Pay to Performance in Unprecedented Times
As disclosed on Form 8-K, on December 31, 2020, the HRCC made certain adjustments to the terms of annual incentive awards for 2020 and Performance Stock Unit awards with the three-year performance period ending December 31, 2020 scheduled to vest in 2021 (2018 PSU awards) to account for the effect of the COVID-19 pandemic. The modifications, as described on pgs 65-66 (annual incentive plan) and pgs 70-71 (PSU awards), were intended to ensure that compensation appropriately reflected operating performance that was reasonably within our employees’ control while carefully considering the experience of our stockholders, whose one- and three-year annualized returns through December 31, 2020 were 20% and 34%, respectively, corresponding to 68th and 94th percentile performance against S&P 500 companies, respectively, as shown in the charts below. Although the modifications would have resulted in payouts in excess of target, the HRCC capped payouts under both plans at 100%.

As described on pg 76, the HRCC approved new design features for our 2021 incentive plans to address continuing economic uncertainty related to COVID-19. These features are generally aimed at improving our employees’ line of sight to operating performance and are intended to be temporary, under the assumption that economic activity will gradually revert to pre-pandemic levels. As described below, many of the design features included in our 2021 incentive plans are consistent with modifications made to our 2020 annual incentive plan and 2018 PSU awards, utilizing a predetermined, formulaic approach to adjusting targets on the basis of independent third-party economic data so as to create greater alignment between incentive outcomes and controllable operating performance.

Due to the extraordinary circumstances related to COVID-19, the HRCC made exceptional efforts outside of the typical annual decision-making process. Those efforts took the form of additional meeting time and contemplation of methodologies to address the alignment of pay and performance in a unique environment. In particular, the HRCC determined that in considering the application of discretion to modify incentive payouts, it would only do so using a highly structured approach based on independent, third-party data, including PCE data from Oxford Economics and international travel data from IATA, intended to control for the economic impact of COVID-19 on operating performance. Furthermore, the HRCC determined that payouts would not exceed target as a result of the application of structured discretion and that modified payouts would only occur if supported by strong stockholder returns.

Connecting Pay to Sustainability in 2021
To reinforce the importance of sustainability, which is already a critical part of our culture of decency, the HRCC approved formulaically linking executive annual incentives to Environmental, Social, and Governance (ESG) performance through an ESG modifier, which can increase or decrease payouts by up to +/- 10 percentage points based on performance against quantitative goals for carbon emissions, financial inclusion, and gender pay.


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PROXY SUMMARY
Long-term alignment of CEO pay and stock performance
Consistent with the last several years, our executive compensation program in 2020 delivered pay supported by strong and consistent operating and total shareholder return performance, a primary consideration when the HRCC was making decisions related to 2020 incentive program outcomes. The following charts show CEO total compensation (as disclosed in the Summary Compensation Table) compared with the value of a $100 investment made in Mastercard stock on January 1, 2011, the start of Mr. Banga’s first full year in the role:
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Since 2011, over the tenure of our former CEO, Mr. Banga, Mastercard has delivered sustained growth, increasing market capitalization by more than $325 billion and delivering a cumulative TSR of 1,579%.
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PROXY SUMMARY
Other Compensation Program Changes for 2021
In addition to connecting pay to sustainability in 2021, as described above, the HRCC made other changes to our incentive compensation plans to address the continuing economic uncertainty related to the COVID-19 pandemic. These changes better align the outcomes under our incentive programs with business results our employees can drive in 2021 and stockholder interests.
Annual incentive program changes include:
Financial performance targets will be set in six-month increments with payouts determined based on annual results
Financial performance targets will be automatically adjusted, up or down, for variance versus budgeted PCE and Cross border travel
Reduction in the payout maximum from 200% to 175%

PSU Program changes include:
Financial performance will be determined by assessing our one-year EPS growth over 2021 and will be modified by our three-year TSR relative to the S&P 500 companies
Financial performance targets will be automatically adjusted, up or down, for variance versus budgeted PCE and Cross border travel (this has historically been the case for PCE; the addition of Cross border travel is new)
Reduction in the payout maximum from 200% to 175%
We expect to return to our previous program structure for both our annual and long-term incentive programs once there is more economic certainty.
(For more information on 2021 compensation decisions, see pgs 78-79.)















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PROXY SUMMARY
Sustainability
As a global company that serves customers in more than 210 countries and territories, we understand how interconnected the world is, and we see firsthand how our commitment to environmental and social responsibility - and our core value of operating ethically and responsibly and with decency - is directly connected to our continuing success as a business.
We recognize that Mastercard thrives when economies thrive, and a successful economy is sustainable only when it is inclusive and when prosperity is shared. By conducting business in an open and transparent way, advancing inclusive growth, building an inspired workforce and being good stewards of the environment, we are building a sustainable world that unlocks priceless possibilities for all.
Highlights of our accomplishments in 2020
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Our response to COVID-19 focused on supporting an inclusive recovery for our company, employees, customers and communities.
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In Solidarity, a company-wide long-term initiative, was created in 2020 to stand against racism and advance equal opportunity for all.

Had no COVID-19 related layoffs in 2020
Introduced a COVID-19 global employee benefit for up to 10 business days of additional paid leave for sickness, childcare or eldercare
Covered 100% of costs of COVID-19 testing for all employees
Provided employees with flexibility to decide where and how they work and put precautionary health and safety measures in place at all offices
Introduced more mental health benefits to bolster employee well-being and curb stress
Engaged with several hundred national and local governments globally to help digitize relief programs and support recovery planning, such as the secure delivery of social disbursements
Committed up to $300 million, including $250 million in financial, technology, product and insight assets over the next five years, to help communities and small businesses recover and build resilience



Committed to investing $500 million in Black communities in the U.S. over the next five years
Pledged to expand spending with Black suppliers in the U.S. by 70% to $100 million annually by 2025
Committed to growing our Black leadership at the Vice President level and above globally by 50% by 2025
Adapting regional inclusion plans globally to address the unique needs of local markets and communities and combat racism and discrimination around the globe
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We have increased our commitment to environmental sustainability because economic growth cannot come at the expense of the planet.
Aligned with the Task Force on Climate-related Financial Disclosures (TCFD) recommendations and will be increasing our transparency in 2021
In January 2021, pledged to reach net zero emissions by 2050, building on our existing commitments to reduce greenhouse gas emissions aligned with a 1.5-degree Celsius climate trajectory
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Strategy
01
Mastercard is a technology company in the global payments industry that connects consumers, financial institutions, merchants, governments, digital partners, businesses and other organizations worldwide, enabling them to use electronic forms of payment instead of cash and checks. We grow, diversify and build our business through a combination of organic and inorganic growth and strategic initiatives. Our success is driven by the skills, experience, integrity and mindset of the talent we hire.




STRATEGY
Strategy
Mastercard makes payments easier and more efficient by providing a wide range of payment solutions and services using our family of well-known brands, including Mastercard®, Maestro® and Cirrus®. We operate a multi-rail network that offers customers one partner to turn to for their domestic and cross-border payment needs. Through our unique and proprietary global payments network, which we refer to as our core network, we switch (authorize, clear and settle) payment transactions and deliver related products and services. We have additional payment capabilities that include automated clearing house (ACH) transactions (both batch and real-time account-based payments). We also provide integrated value-added offerings such as cyber and intelligence products, information and analytics services, consulting, loyalty and reward programs, processing and open banking. Our payment solutions offer customers choice and flexibility and are designed to ensure safety and security for the global payments system.
A typical transaction on our core network involves four participants in addition to us: account holder (a person or entity that holds a card or uses another device enabled for payment), issuer (the account holder’s financial institution), merchant and acquirer (the merchant’s financial institution). We do not issue cards, extend credit, determine or receive revenue from interest rates or other fees charged to account holders by issuers, or establish the rates charged by acquirers in connection with merchants’ acceptance of our products. In most cases, account holder relationships belong to, and are managed by, our customers.
We generate revenue from assessing our customers based on the gross dollar volume (GDV) of activity on the products that carry our brands, from the fees we charge to our customers for providing transaction switching and from other payment-related products and services.
We grow, diversify and build our business through a combination of organic and inorganic strategic initiatives. Our ability to grow our business is influenced by:
personal consumption expenditure (PCE) growth (including cross-border travel)
driving cash and check transactions toward electronic forms of payment
increasing our share in the payments space
providing integrated value-added products and services
providing enhanced payment capabilities to capture new payment flows, such as business to business (B2B), person to person (P2P), business to consumer (B2C) and government payments.
Strategic partners. We work with a variety of stakeholders. Our products and services enable revenue growth for our partners. We help merchants, financial institutions, governments, payment service providers (PSPs), suppliers, processors and other organizations by delivering data-driven insights and other services that help them grow and create simple and secure customer experiences. We partner with technology companies such as digital businesses, fintechs and mobile phone providers to deliver digital payment solutions powered by our technology, expertise and security protocols. We help national and local governments improve financial inclusion and efficiencies, reduce costs, increase transparency of financial transactions and data to reduce crime and corruption, and advance social programs. For consumers, we provide faster, safer and more convenient ways to pay and transfer funds and exchange information to enable services.
Talent and culture. Our success is driven by the skills, experience, integrity and mindset of the talent we hire. We attract and retain top talent from diverse backgrounds and industries by building a world-class culture based on decency, respect and inclusion where people have opportunities to perform purpose-driven work that impacts customers, communities and co-workers on a global scale. The diversity and skill sets of our people underpin everything we do.
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STRATEGY
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Grow
Core
Diversify
Customers & geographies
Build
New areas
•    Credit
•    Debit
•    Commercial
•    Prepaid
•    Digital-physical convergence
•    Acceptance
•    Multi-rail solutions
•    Financial inclusion
•    New markets
•    Businesses
•    Governments
•    Merchants
•    Digital businesses
•    Local schemes/switches
•    Data analytics
•    Consulting
•    Marketing services
•    Loyalty
•    Cybersecurity & intelligence
•    Processing
•    New payment flows
•    Open banking
Enabled by brand, data, technology and people
Grow. We focus on growing our core business globally, including growing our consumer and commercial products and solutions, as well as increasing the number of payment transactions we switch. We also look to provide effective and efficient payments solutions that cater to the evolving ways people interact and transact in the growing digital economy. This includes expanding merchant access to electronic payments through new technologies in an effort to deliver a better consumer experience while creating greater efficiencies and security. Growing our business also includes creating and acquiring differentiated products and platforms to provide unique, innovative solutions that we bring to market to support multi-rail solutions such as real-time account-based payments and the Mastercard Track™ suite of products.
Diversify. We diversify our business by:
working with new customers, including governments, merchants, financial technology companies (fintechs), digital businesses, mobile phone providers and other corporate businesses
scaling our capabilities and business into new geographies, including growing acceptance in markets with limited electronic payments acceptance today
broadening financial inclusion for the unbanked and underbanked
Build. We build our business by:
providing services across data analytics, consulting, marketing services, loyalty, cyber and intelligence solutions, and processing
providing open banking capabilities to enable the reliable access, transmission and management of consumer-consented data
2021 MASTERCARD PROXY
20


Corporate governance
02
We are committed to enhancing our corporate governance practices, which we believe help us sustain our success and build long-term value for our stockholders. Our Board of Directors oversees Mastercard’s strategic direction and the performance of our business and management. Our governance structure enables independent, experienced, diverse and accomplished directors to provide advice, insight, guidance and oversight to advance the interests of the company and our stockholders. We have long maintained strong governance standards and a commitment to transparent financial reporting and strong internal controls.



CORPORATE GOVERNANCE
Proposal 1: Election of directors

The Board unanimously recommends that stockholders vote FOR each nominee to serve as director
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Election process
Each member of our Board is elected annually by our Class A stockholders for a one-year term that expires at our next annual meeting. When our Board members are elected, they also are automatically appointed as directors of our operating subsidiary, Mastercard International Incorporated (Mastercard International). Our directors are elected by an affirmative vote of the majority of the votes cast at the annual meeting of stockholders, subject to our majority voting policy. You can find more about this in “About the Annual Meeting and voting” on pg 126.
Refreshing the Board and nominating directors
Our Nominating & Corporate Governance Committee (NCG) reviews and selects candidates for nomination to our Board in accordance with its charter.
The NCG looks at the Board’s composition at least annually to determine whether directors’ backgrounds and experiences align with our long-term strategy and robust diversity. The NCG also takes into consideration the results of the Board’s self-evaluation, an annual process by which directors assess the performance and needs of both the Board and its committees. Based on its review, coupled with our age and tenure limits, the NCG determines whether Board refreshment is needed in the near future. Then the NCG searches for potential candidates, utilizing a variety of sources to help identify nominees who would be valuable assets to our Board and to Mastercard. To meet the needs of our Board, the NCG seeks to identify candidates possessing the desired qualities, skills and background. Once the NCG has identified candidates, the Board selects nominees to be voted upon by the stockholders. When, as at present, our Board is actively seeking to refresh its composition, its size may fluctuate to accommodate transitions.

Board refreshment process
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Board composition, including director skills, is analyzed at least annually to ensure alignment with strategy and robust diversity
Candidate list is developed based on a number of inputs and recommendations
Personal qualities, skills and background of potential candidates are considered
The NCG meets with qualified candidates and makes recommendations
Board recommends nominees for election by the stockholders
Stockholders vote on nominees
Five new independent directors have been nominated to our Board in the past four years
2021 MASTERCARD PROXY
22


CORPORATE GOVERNANCE
Key factors the Board considers when selecting directors and refreshing the Board (in addition to the current needs of the Board and the company):
Diversity
While the Board does not have a specific diversity policy, our Corporate Governance Guidelines provide that the NCG should seek to foster diversity on the Board when nominating directors for election by taking into account geographic diversity to reflect the geographic regions in which we operate in a manner approximately proportional to our business activity, as well as diversity of viewpoints, age, gender, sexual orientation, race, ethnicity, nationality and cultural background.
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57%
8 of our 14 director nominees identify as
racially diverse
6 identify as Asian
1 identifies as Black
1 identifies as Latino
29%
4 of our 14 director nominees identify as
female
64%
9 of our 14 director nominees are non-U.S. citizens and/or
have
international experience
Age and tenure
Our Corporate Governance Guidelines generally require that our non-employee directors not stand for re-election following the earlier of their 15th anniversary on the Board or their 72nd birthday. The Board considers these requirements as part of a broader discussion of our directors’ experience and qualifications, as well as when and how to refresh its membership.
Average tenure in years of our
 independent director nominees
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6.4
42%
5 of our 12 independent director nominees
have a tenure of 4 years or less
61
Average age of independent director nominees

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2021 MASTERCARD PROXY


CORPORATE GOVERNANCE
Director criteria, qualifications and experience
The NCG believes that all directors should:
meet the highest standards of professionalism, integrity and ethics
be committed to representing the long-term interests of our stockholders
possess strength of character and maturity in judgment
reflect our corporate values
Our director nominees reflect our corporate values
TrustInitiative
AgilityPartnership
Nominees for election as directors
The NCG reviews and selects candidates for nomination to our Board who align with our long-term growth strategy. During the past four years, the NCG has recommended five new independent director candidates for nomination to our Board. This will be the first time Michael Miebach will stand for election by the stockholders. He was appointed to the Board on January 1, 2021 in connection with our leadership transition.
At the Annual Meeting, 14 directors are to be elected, each to hold office until the next annual meeting of stockholders or until his or her successor is elected and qualified, subject to their earlier resignation, death or removal. The Board has approved the nomination of the following directors:
Ajay Banga
(Executive Chairman)
Michael Miebach
(President & CEO)
Richard K. DavisYoungme Moon
Steven J. FreibergRima Qureshi
Julius GenachowskiJosé Octavio Reyes Lagunes
Choon Phong GohGabrielle Sulzberger
Merit E. Janow
(Lead Director)
Jackson Tai
Oki MatsumotoLance Uggla

Each nominee was approved by the NCG and recommended to the Board for approval following an evaluation of his or her qualifications and prior board service. Each nominee has agreed to be named in this proxy statement and to serve if elected. Should any nominee be unable to serve, the persons designated as proxies reserve full discretion to vote for another person or the Board may reduce its size.
Mr. Freiberg will not be standing for re-election in 2022 due to our tenure limits policy.
Identifying director candidates
You can find out more about our nomination process in the NCG’s charter and our Corporate Governance Guidelines at https://investor.mastercard.com/corporate-governance/board-committees/default.aspx .
Stockholder Recommendations of Director Candidates
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Submit recommendations to:
Office of the Corporate Secretary
2000 Purchase Street
Purchase, NY 10577
Attention: Janet McGinness
The NCG evaluates stockholder recommendations using the same process it follows for other candidates. Candidate nominations under our bylaws are to be submitted not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting and must meet the requirements under our by-laws. The NCG may request such information from the nominee or stockholders as it deems appropriate.
2021 MASTERCARD PROXY
24


CORPORATE GOVERNANCE
Experience
The NCG strives for a Board that spans a range of leadership and skills and represents other experience relevant to Mastercard’s strategic vision and global activities. Experience and skills that the NCG believes are desirable to be represented on the Board and the number of director nominees who have such experience and skills are below. In light of the individual experiences and qualifications of each of our director nominees, our Board has concluded that each of our director nominees should be elected at the Annual Meeting. The strong qualifications that make each of our director nominees highly valuable assets to our Board are described below.
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Public company board experience
both U.S. and non-U.S.
13
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Global perspective
including significant experience in the geographic regions in which we operate
13
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Financial & Risk
including risk management orientation
12
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Sustainability
including environmental/climate change, talent and culture, and social responsibility initiatives
12
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Consumer
including deep engagement with regulators as part of a business and/or through positions with governments and regulatory bodies
11
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Technology, Digital & Innovation
including application of technology in payments, mobile and digital, as well as Internet, retail and social media experience
11
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C-suite experience
including service as a chief executive officer at a publicly traded or private company
10
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Regulatory & governmental
including brand, marketing and retail experience and other merchant background
10
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Information security
including cybersecurity and data privacy
8
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Payments
including within retail banking, payments infrastructure, telecommunications, technology and data
8
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2021 MASTERCARD PROXY


CORPORATE GOVERNANCE
Ajay Banga
Executive Chairman (since January 2021)
Merit E. Janow
Dean, School of International and Public Affairs, Columbia University,
a private university (since July 2013)
Mr. Banga, Executive Chairman, 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 and extensive experience with sustainability, talent management and culture development. 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.
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 an extensive background. Her university career, public board service and other initiatives provide significant insight on technology, innovation, digital matters, cybersecurity and sustainability. Professor Janow brings deep experience in dealing with governments and regulatory bodies through both her past government service and her academic career, as well as through her service on not-for-profits and advisory bodies.
Director since
April 2010
Age at Annual Meeting
61
Additional positions
Co-founder and co-chair, Cyber Readiness Institute
Chairman, International Chamber of Commerce
Member, Council on Foreign Relations
Founding Trustee, U.S.-India Strategic Partnership Forum
Former member, President’s Advisory Committee for Trade Policy and Negotiations (U.S.)
Current public company boards
Exor N.V. (expected May 2021)

Additional Mastercard experience
President and CEO, Mastercard (2010-2020)
President and COO, Mastercard (2009-2010)
Previous experience
Several executive positions at Citigroup (1996-2009), including CEO, Asia Pacific region and Chairman and CEO, International Global Consumer Group
Previous experience at Nestlé India and PepsiCo totaling 15 years, in roles of increasing responsibility
Past public company boards
Dow Inc.
DowDuPont Inc. and the Dow Chemical Company (Dow Inc. predecessor boards)
Kraft Foods Inc.
Lead Director since
January 2021
Director since
June 2014
Age at Annual Meeting
63
Board committees
NCG (Chair)
Audit
Current public company boards
Aptiv PLC (expected April 30, 2021)
Trimble Inc. (until May 12, 2021)
Additional positions
Lead, Columbia University’s SIPA Tech & Policy Initiative
Board member and proxy committee member of 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
Previous experience
Several leadership positions at Columbia University (since 1994), including 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
Past chairperson, Nasdaq Stock Market, Inc.


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Public Company
Board Experience
Global
Perspective
Financial & RiskC-Suite Experience
Technology, Digital &
Innovation
Regulatory &
Governmental
Public Company
Board Experience
Global
Perspective
Financial & RiskC-Suite Experience
Technology, Digital &
Innovation
Regulatory &
Governmental
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Consumer
Information
Security
Payments
Sustainability
Audit Committee
Financial Expert
Consumer
Information
Security
Payments
Sustainability
Audit Committee
Financial Expert
Richard K. Davis
CEO, Make-A-Wish America,
a non-profit corporation dedicated to granting the wishes of critically ill children (since January 2019)
Steven J. Freiberg
Former CEO, E*TRADE Financial Corporation,
a financial services firm
Mr. Davis brings to the Board extensive payments experience and consumer insight as former CEO of a publicly traded financial holding company and former chairman of a banking association and payments company. His experience in highly regulated industries and as a former Federal Reserve representative provide a 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. As a CEO, he brings extensive experience with respect to culture development and talent management.
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 chair and as a director of consumer finance and foreign exchange companies provides valuable financial understanding.
Director since
September 2006
Age at Annual Meeting
64
Board committees
Audit (Chair)
Human Resources & Compensation
Current public company boards
Regional Management Corp. (consumer finance) (audit committee and compensation committee chair)
Additional positions
SoFi Technologies, Inc. (personal finance company) (pending public company status) (Vice Chairman, audit and compensation committees)
Chairman, Fair Square Financial LLC (credit card-focused venture)
Chairman, Rewards Network (marketing and loyalty services provider to restaurant industry)
Senior advisory board member, TowerBrook Capital Partners L.P.
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)
Previous experience
CEO, E*TRADE Financial Corporation (2010-2012)
Several executive positions at Citigroup (2005-2010), including Co-Chairman and CEO, global consumer group; Chairman and CEO of Citi Holdings–global consumer; and CEO, global cards
Past public company boards
E*TRADE Financial Corporation
Director since
June 2018
Age at Annual Meeting
63
Board committees
Human Resources & Compensation (Chair)
Current public company boards
Dow Inc. (audit and corporate governance committees)
Additional positions
Director, Mayo Clinic
Previous experience
Several executive positions at U.S. Bancorp (2004-2018), including Executive Chairman (April 2017-April 2018); Chairman (2007-April 2017); CEO (December 2006-April 2017); and President (2004-January 2016)
Past public company boards
U.S. Bancorp
DowDuPont Inc. and The Dow Chemical Company (Dow Inc. predecessor boards)
Xcel Energy, Inc.
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Public Company
Board Experience
Global
Perspective
Financial & RiskC-Suite Experience
Technology, Digital &
Innovation
Regulatory &
Governmental
Public Company
Board Experience
Global
Perspective
Financial & RiskC-Suite Experience
Technology, Digital &
Innovation
Regulatory &
Governmental
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Consumer
Information
Security
Payments
Sustainability
Audit Committee
Financial Expert
Consumer
Information
Security
PaymentsSustainability
Audit Committee
Financial Expert
2021 MASTERCARD PROXY
26


CORPORATE GOVERNANCE
Julius Genachowski
Managing Director, The Carlyle Group,
a global investment firm (since January 2014)
Choon Phong Goh
CEO, Singapore Airlines Limited,
a multinational airline (since January 2011)
Mr. Genachowski brings to the Board extensive regulatory and government experience, digital, technology and media expertise, 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. He provides strong sustainability experience.
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. As CEO of an airline, Mr. Goh brings extensive experience in talent management, culture development and sustainability, including with respect to climate change.
Director since
April 2018
Age at Annual Meeting
57
Board committees
Nominating & Corporate Governance
Current public company boards
Singapore Airlines Limited
Additional positions
Chairman, Budget Aviation Holdings Pte Ltd (100% owned by Singapore Airlines Limited)
Director, SIA Engineering Company (majority owned by Singapore Airlines Limited)
Member, Board of Governors of the International Air Transportation Association
Previous experience
Several executive and leadership positions at Singapore Airlines Limited (since 1990), including Executive Vice President, Marketing and the Regions; President, Cargo; Senior Vice President, Finance; and Senior Vice President, Information Technology
Director since
June 2014
Age at Annual Meeting
58
Board committees
Human Resources & Compensation
Current public company boards
Sonos Inc. (audit committee and nominating and corporate governance committee chair)
Additional positions
Former member, President’s Intelligence Advisory Board (U.S.)
Previous experience
Chairman, U.S. Federal Communications Commission (2009-2013)
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
Senior executive roles with IAC/InterActiveCorp (Internet and media), including chief of business operations and general counsel
Past public company boards
AsiaSat
Sprint Corporation
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Public Company
Board Experience
Global
Perspective
Financial & RiskC-Suite Experience
Technology, Digital &
Innovation
Regulatory &
Governmental
Public Company
Board Experience
Global
Perspective
Financial & RiskC-Suite Experience
Technology, Digital &
Innovation
Regulatory &
Governmental
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Consumer
Information
Security
Payments
Sustainability
Audit Committee
Financial Expert
Consumer
Information
Security
Payments
Sustainability
Audit Committee
Financial Expert
27
2021 MASTERCARD PROXY


CORPORATE GOVERNANCE
Oki Matsumoto
Founder, Chairman and CEO, Monex Group, Inc.,
an online securities brokerage firm (since February 2011)
Michael Miebach
President and CEO
(since January 2021)
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. He brings extensive talent management, culture development and sustainability experience.
Mr. Miebach contributes to the Board extensive global payments experience. As CEO of the company and a previous region president, he provides valuable perspective on engaging and partnering with regulators as well as experience with talent management, culture development and sustainability. Mr. Miebach’s prior experience as our Chief Product Officer provides strong consumer insights, as well as a deep focus on information security and innovation (including with digital and payments technology).
Director since
June 2016
Age at Annual Meeting
57
Board committees
Human Resources & Compensation
Current public company boards
Monex Group, Inc. (nominating and compensation committees)
Additional positions
Chairman, Coincheck, Inc., 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
Several executive positions at Monex, Inc. (since 1999), including representative director and CEO
Several leadership positions at Goldman Sachs entities (1990-1998), including General Partner, Goldman Sachs Group, L.P.
Past public company boards
JIN Co., Ltd.
Kakaku.com, Inc.
UZABASE, Inc.
Director since
January 2021
Age at Annual Meeting
53
Additional Mastercard positions
President (February 2020 – December 2020)
Chief Product Officer (January 2016-February 2020)
President, Middle East and Africa (2010-2015)
Additional positions
Director, Accion.org
Previous experience
Managing Director, Middle East and North Africa, Barclays Bank PLC (2008-2010)
Managing Director, Sub-Saharan Africa, Barclays Bank PLC (2007-2008)
Several executive positions at Citigroup in Germany, Austria, U.K. and Turkey (1994-2007)
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Public Company
Board Experience
Global
Perspective
Financial & RiskC-Suite Experience
Technology, Digital &
Innovation
Regulatory &
Governmental
Public Company
Board Experience
Global
Perspective
Financial & RiskC-Suite Experience
Technology, Digital &
Innovation
Regulatory &
Governmental
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Consumer
Information
Security
Payments
Sustainability
Audit Committee
Financial Expert
Consumer
Information
Security
Payments
Sustainability
Audit Committee
Financial Expert
2021 MASTERCARD PROXY
28


CORPORATE GOVERNANCE
Youngme Moon
Donald K. David Professor of Business Administration, Harvard Business School,
a private university (since July 2014)
Rima Qureshi
Executive Vice President and Chief Strategy Officer, Verizon Communications Inc.,
a multinational telecommunications conglomerate
(since November 2017)
Professor Moon provides to the Board a deep understanding of strategy and innovation as a long-tenured professor at Harvard Business School. She brings strong global perspective and consumer and sustainability experience based on her service as a director at several retail and retail-centric consumer products companies.
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, research and development, sales and services. Her work in the telecommunications and information technology industries and her completion of the NACD/Carnegie Mellon CERT certification in cybersecurity oversight provide the Board with relevant payments and information security expertise. Ms. Qureshi’s experience affords her with a deep background in sustainability.
Director since
June 2019
Age at Annual Meeting
57
Board committees
Human Resources & Compensation
Current public company boards
Unilever (Vice Chair and Senior Independent Director) (corporate responsibility committee)
Additional positions
Director, Warby Parker
Director, Sweetgreen, Inc. (compensation committee)
Previous experience
Several positions at Harvard Business School (since 1998), including Senior Associate Dean for Strategy and Innovation and Chair of the MBA Program
Past public company boards
Avid Technology, Inc.
Rakuten, Inc.
Zulily, Inc.
Director since
April 2011
Age at Annual Meeting
56
Board committees
Audit
Additional positions
Deputy Chair, GSMA Board (telecom industry association board) (audit committee)
Director, Verizon Foundation
Previous experience
Several executive positions at Ericsson (1993-2017), including President, North America (2017); Senior Vice President, chief strategy officer and head of M&A (2014-2016); and Senior Vice President and head of business unit CDMA mobile systems
Past public company boards
Great-West Lifeco Inc.
Wolters Kluwer
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Public Company
Board Experience
Global
Perspective
Financial & RiskC-Suite Experience
Technology, Digital &
Innovation
Regulatory &
Governmental
Public Company
Board Experience
Global
Perspective
Financial & RiskC-Suite Experience
Technology, Digital &
Innovation
Regulatory &
Governmental
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Consumer
Information
Security
Payments
Sustainability
Audit Committee
Financial Expert
Consumer
Information
Security
Payments
Sustainability
Audit Committee
Financial Expert
29
2021 MASTERCARD PROXY


CORPORATE GOVERNANCE
José Octavio Reyes Lagunes
Former Vice Chairman, The Coca-Cola Export Corporation, The Coca-Cola Company,
a global beverage company
Gabrielle Sulzberger
Strategic Advisor, Two Sigma Impact,
a private equity fund (since August 2020)
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 as well as an extensive background in sustainability.
Ms. Sulzberger brings to the Board extensive financial experience and insight as a strategic advisor and former general partner of private equity firms, chief financial officer of several companies, and a U.S. public company audit committee financial expert and former board chair. She contributes strong consumer insight, global perspective and payments experience as well as extensive involvement with sustainability as a former director at several U.S. public company merchants, including her 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
January 2008
Age at Annual Meeting
69
Board committees
Human Resources & Compensation
Current public company boards
Coca-Cola HBC AG (social responsibility committee)
Coca-Cola FEMSA S.A.B. de C.V. (KOF)
Previous experience
Several executive positions at The Coca-Cola Company (1980-2014), including Vice Chairman, The Coca-Cola Export Corporation; President, Latin America Group; President, Coca-Cola de México; 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
Past public company boards
Keurig Green Mountain, Inc.
Director since
December 2018
Age at Annual Meeting
61
Board committees
Audit
Nominating & Corporate Governance
Current public company boards
Brixmor Property Group Inc. (audit committee financial expert; nominating & corporate governance chair)
Cerevel Therapeutics Holdings, Inc. (audit committee chair; nominating & corporate governance)
Eli Lilly and Company (audit and ethics committees)
Additional positions
Director, Acorn Advisors LLC (audit committee)
Previous experience
General Partner, Fontis Partners, L.P.
CFO, Gluecode Software Inc. (open-source software company)
CFO, Crown Services (commercial contractors)
Past public company boards
Teva Pharmaceutical Industries Limited
The Stage Stores, Inc.
Whole Foods Market, Inc.
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Public Company
Board Experience
Global
Perspective
Financial & RiskC-Suite Experience
Technology, Digital &
Innovation
Regulatory &
Governmental
Public Company
Board Experience
Global
Perspective
Financial & RiskC-Suite Experience
Technology, Digital &
Innovation
Regulatory &
Governmental
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Consumer
Information
Security
Payments
Sustainability
Audit Committee
Financial Expert
Consumer
Information
Security
Payments
Sustainability
Audit Committee
Financial Expert
2021 MASTERCARD PROXY
30


CORPORATE GOVERNANCE
Jackson Tai
Former Vice Chairman and CEO, DBS Group and
DBS Bank Ltd., leading financial services entities
Lance Uggla
Chairman and CEO, IHS Markit Ltd.,
a global information provider (since January 2018)
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.
Mr. Uggla brings to the Board global perspective and innovation insight 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. Mr. Uggla’s CEO experience contributes strong experience in talent management, culture development and sustainability.
Director since
September 2008
Age at Annual Meeting
70
Board committees
Audit
Nominating & Corporate Governance
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
Former director, Cassis International Pte. Ltd. (payments technology company)
Former director, Brookstone Inc.
Previous experience
Several executive positions at DBS Group (1999-2007), including vice chairman and CEO, DBS Group and DBS Bank Ltd.; President and COO and CFO
Several 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.
Bank of China, Limited
DBS Group and DBS Bank Ltd.
Director since
June 2019
Age at Annual Meeting
59
Board committees
Audit
Current public company boards
IHS Markit Ltd.
Additional positions
Executive Trustee, Tate Foundation
Previous experience
Several executive positions at IHS Markit Ltd. (since 2003), including President and COO (July 2016-December 2017); founder and former chairman and CEO, Markit Ltd. (June 2014-July 2016) and its predecessor, Markit Group Holdings Ltd.
Executive management positions at Toronto-Dominion Securities (1995-2003), including Vice Chairman and Head of Europe and Asia
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Public Company
Board Experience
Global
Perspective
Financial & RiskC-Suite Experience
Technology, Digital &
Innovation
Regulatory &
Governmental
Public Company
Board Experience
Global
Perspective
Financial & RiskC-Suite Experience
Technology, Digital &
Innovation
Regulatory &
Governmental
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Consumer
Information
Security
PaymentsSustainability
Audit Committee
Financial Expert
Consumer
Information
Security
Payments
Sustainability
Audit Committee
Financial Expert
31
2021 MASTERCARD PROXY


CORPORATE GOVERNANCE
Board and committees
Board of Directors
7
number of meetings in 2020
75%+
attendance
Board and committee meetings
100%
attendance
2020 annual meeting of stockholders
Ajay Banga
Executive Chairman
Primary responsibilities of the Board
Board leadership structure
In addition to its general oversight of management, the Board performs a number of specific functions, including:
•    Understanding and approving the company’s long-term, key strategies;
•    Understanding the issues and risks that are central to the company’s success, including cybersecurity matters;
•    Selecting, evaluating and compensating the CEO and overseeing CEO succession planning;
•    Overseeing the performance of management;
•    Reviewing, approving and monitoring fundamental financial and business strategies and major corporate actions;
•    Ensuring processes are in place for maintaining an ethical corporate culture;
•    Overseeing the quality and integrity of the company’s financial statements and reports and the company’s compliance with legal and regulatory requirements; and
•    With the assistance of the applicable committee, adopting a charter for each of the Audit Committee, the Human Resources and Compensation Committee (HRCC) and the Nominating and Corporate Governance Committee (NCG).
For more information about Board responsibilities and functions, please see our Corporate Governance Guidelines posted on our website at https://investor.mastercard.com/corporate-governance/governance-guidelines/default.aspx.
Rick Haythornthwaite, who served as our Board Chair since our initial public offering, retired from our Board on December 31, 2020. On January 1, 2021, Ajay Banga transitioned from his role as CEO to the role of Executive Chairman of the Board, and Merit Janow, an independent director, assumed the role of Lead Director. Also on that date, Michael Miebach became President & CEO and a member of the Board.
The Board adopted this transitional leadership structure to ensure a successful segue in leadership. At an appropriate time, we expect to return to our original structure of having an independent Board Chair.
Mr. Banga’s responsibilities as Executive Chairman include, among other things:
•    managing and presiding over Board meetings;
•    overseeing the adequacy of information available to directors, including by ensuring the Board oversees key developments and issues critical to the Company;
•    facilitating effective communication between the Board and our stockholders, including, by, among other things, presiding over the annual meeting, and any special meetings, of stockholders;
•    working with the Lead Director, CEO and Corporate Secretary to set Board meeting agendas;
•    providing advice and counsel to the CEO;
•    maintaining key relationships with external stakeholders, such as clients and regulators; and
•    facilitating a smooth transition from a CEO and Executive Chairman management structure to a CEO and Non-Executive Chairman structure.
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CORPORATE GOVERNANCE
The leadership responsibilities of our Lead Director, who is independent, are clearly defined and included in our Corporate Governance Guidelines available on our website at https://investor.mastercard.com/corporate-governance/governance-guidelines/default.aspx. Her responsibilities include:
Providing independent leadership to the Board;
Overseeing executive sessions and meetings of the independent directors;
Chairing Board meetings in the absence of the Executive Chairman;
Providing feedback to the Executive Chairman and the CEO on corporate and Board policies and strategies;
In concert with the Executive Chairman and the CEO, providing input on the agenda, schedule and materials for Board meetings based on input from independent directors;
Leading the annual Board self-evaluation with the support of the Executive Chairman and responding to evaluation recommendations;
Together with the Chair of the HRCC, facilitating the independent directors’ performance and compensation evaluation of the Executive Chairman and the CEO;
Carrying out other duties as requested by the independent directors, the Board or any of its Committees from time to time; and
Working with the Executive Chairman and the CEO to ensure that the Board is provided with the resources, advisors and consultants necessary to permit it to carry out its responsibilities.
The Board holds regularly scheduled meetings of independent directors in executive session without management present and may meet more frequently upon the request of any independent director. The Lead Director presides at these sessions.
Director attendance at meetings
During 2020, each director attended 75% or more of the meetings held by the Board and committees on which the member served during the period the member was on the Board or committee.
We encourage directors to attend our annual meeting. All Board members attended our 2020 annual stockholders’ meeting.

Our Board during the COVID pandemic
Our Board uses its meetings to gain firsthand understanding of the culture in each region, as well as the issues and challenges we face, and to learn how they tie into our strategic goals. This includes meeting periodically with senior managers throughout our global business, local/regional employees and stakeholders, such as policymakers, government and business leaders, and customers that are strategically important to our business. Prior to the COVID pandemic, the Board held these meetings physically at our headquarters, as well as at our various business offices around the world, providing the opportunity to meet with these stakeholders in person.
In light of the pandemic, the Board shifted to mostly virtual meetings during 2020 and to date in 2021. This change in meeting format allowed the Board to continue to meet with senior managers, stakeholders and customers, while enabling our members to meet with individuals throughout the world irrespective of geography. Under this format, the Board had the opportunity to learn more about critical issues impacting our business globally.


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CORPORATE GOVERNANCE
Board committees
The Board has a standing Audit Committee, Human Resources & Compensation Committee and Nominating & Corporate Governance Committee, each of which operates under a written charter that is posted on our website. In overseeing their responsibilities in 2020, each of our Board committees considered the impact of COVID-19 on the company, its employees, stockholders and others.
Audit Committee
Steven J. Freiberg
Chair
Human Resources & Compensation Committee
Richard K. Davis
Chair
Number of meetings in 2020
12
Other committee
members:
•    Merit Janow*
•    Rima Qureshi
•    Gabrielle Sulzberger**
•    Jackson Tai
•    Lance Uggla
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
For more information about Audit Committee responsibilities and actions, see “Audit Committee Report” on pgs 101 - 103
Independence
Each committee member has been determined by the Board to qualify as independent under the independence criteria established by the Securities and Exchange Commission (SEC) and the New York Stock Exchange (NYSE). The Board also has determined that each committee member is “financially literate” within the meaning of the NYSE listing standards.
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.

* Beginning in June 2020
** Beginning in December 2020
Number of meetings in 2020
7
Other committee
members:
•    Steven J. Freiberg
•    Julius Genachowski
•    Oki Matsumoto
•    Youngme Moon
•    José Octavio Reyes Lagunes
Primary responsibilities
The HRCC is primarily responsible for:
•    Ensuring Mastercard’s compensation and benefit programs attract, retain and motivate employees
•    Ensuring pay practices are consistent with our compensation strategy, regulatory requirements, and the practices of similar companies
•    Determining annual and long-term goals for Mastercard and ensuring compensation of the CEO and key executives is commensurate with levels of performance
•    Ensuring thoroughness of the succession planning process
•    Reviewing key diversity initiatives and people and capabilities policies and practices
•    Providing direction to management on strategies with significant people and capabilities 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.
Director Compensation
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 56.
2021 MASTERCARD PROXY
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CORPORATE GOVERNANCE
Nominating & Corporate Governance Committee
Merit E. Janow

Chair
Number of meetings in 2020
4
Other committee
members:
•    Choon Phong Goh
•    Gabrielle Sulzberger
•    Jackson Tai
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
•    Overseeing Mastercard’s policies and programs and monitoring governance trends in the following areas:
•    corporate responsibility
•    environmental stewardship
•    human rights
•    inclusion and diversity
•    other matters of
    significance to the company
    and its stockholders
Independence
Each committee member has been determined by the Board to qualify as independent under the independence criteria established by the NYSE.


Board and committee evaluation
Each year, the Board and its committees undergo an evaluation to examine membership, composition, committee and committee chair rotation, and overall board refreshment. Our evaluation process is designed to identify ways in which to enhance the performance of the Board and ensure that our directors have the right experiences and skills to execute our strategy. The NCG oversees the evaluation process, determining its format and framework, including whether to use a third-party facilitator. The NCG has used a third-party facilitator in the past when appropriate.
When we do not use a third-party facilitator, we utilize a director questionnaire to facilitate the annual evaluation of topics such as board and committee effectiveness and director contributions. In 2021, our Lead Director and NCG Chair, with the support of the Executive Chairman, will review the questionnaire results and share them with each committee chair. Our Lead Director will organize and summarize the responses and recommendations for discussion with the Board. Each committee reviews its own assessment as well.
1
NCG determines evaluation process format, including whether to use a third-party facilitator.
2
When third-party facilitator is used, NCG interviews and selects provider
3
If no facilitator, NCG updates questionnaire to elicit information needed in the coming year
4
Lead Director and Committee chairs review, summarize and share results
5
Determinations are made as to action items
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CORPORATE GOVERNANCE
Board risk oversight
Our Board is responsible for establishing Mastercard’s risk appetite and overseeing its risk management program, as well as its risk assessment and management processes. The Board recognizes the importance of effective risk oversight to the success of our business strategy and to the fulfillment of its fiduciary duties to the company and our stockholders. The Board believes thoughtful risk taking is a critical component of innovation and effective leadership. It also recognizes that imprudently accepting risk or failing to appropriately identify and mitigate risks could negatively impact our business and stockholder value. The Board, therefore, seeks to foster a risk-aware culture by encouraging thoughtful risk taking in pursuit of the company’s objectives.
The Board exercises this oversight both directly and indirectly through its three standing committees, each of which is delegated responsibility for specific
risks and keeps the Board informed of its oversight efforts through regular reports by each committee chair. Management is accountable for day-to-day risk management efforts, including the creation of appropriate risk management programs and policies. An internal Risk Management Committee, composed of senior executives and other risk functions, guides these risk management activities.
The Board and committees’ risk oversight and management’s ownership of risk are foundational components of our Enterprise Risk Management program, which is designed to provide comprehensive, integrated oversight and management of risk, as well as to facilitate transparent identification and reporting of key business issues to senior management, appropriate Board committees and the Board as a whole.
Board of Directors
Our Board oversees major risks, including strategic, operational (including cybersecurity), legal and regulatory, financial and CEO succession planning risks.
The Board’s three standing committees oversee delegated responsibilities for specific risks.
Nominating and Corporate
Governance Committee
Governance structure and processes
Legal and policy matters with potential significant reputational impact
Matters of significance to the company and its stockholders, including corporate responsibility, environmental stewardship, human rights, inclusion and diversity

     
Audit Committee
Financial statement integrity and reporting
Major financial and other business risk exposures
Information security, technology, and privacy and data protection
Risk management framework
Legal, regulatory and compliance risks
Internal controls

     
Human Resources and Compensation Committee
Employee compensation policies and practices
Key diversity initiatives and people and capabilities policies and practices, including those related to organizational engagement and effectiveness and employee development
Non-executive director compensation policies and practices
Succession planning
In overseeing these risks, the Board gives consideration to our brand and reputation as well as our culture and conduct.
Management
The key risk responsibilities of our management team include:
Business units’ responsibilities to identify and manage business risk
Central functions’ responsibility to design a risk framework, including setting boundaries and managing risk appetite
Internal audit’s responsibility to provide independent assurance on design and effectiveness of internal controls and governance processes
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CORPORATE GOVERNANCE
The key processes by which the Board and its committees oversee risk are as follows:
    Board. The Board exercises its direct oversight responsibility by meeting, at least annually, with management to discuss risk management processes and to assess the major risks impacting Mastercard. The Board also considers management’s risk analyses as it evaluates Mastercard’s business strategy. Throughout the year, the Board and designated committees dedicate a portion of their regularly scheduled meetings to review and discuss specific risks in detail, including through the use of hypothetical risk scenarios and incident simulations. Strategic and operational risks are presented to and discussed with the Board and its committees by the executive officers, the General Counsel, Chief Financial Officer, Chief Compliance Officer and General Auditor.
    Audit Committee. The Audit Committee oversees risk management policies and processes by periodically meeting with management, the General Auditor and our independent registered public accounting firm for discussions regarding risk. The Audit Committee reviews Mastercard’s risk management framework and programs used by management in its discussions of our risk profile and risk exposures. The Audit Committee reviews major risks facing Mastercard and periodically receives a report on the status of the top risks and the steps taken to manage them. A Risk Subcommittee of the Audit Committee has been formed to assist the Audit Committee in fulfilling its responsibility with respect to its oversight of risk assessment and risk management of the company. The Audit Committee also meets with management of individual business units on a periodic and rotating basis to discuss current and emerging risks. The Audit Committee is regularly provided an information security update, as well as updates on material legal and regulatory matters. In addition to the General Auditor, the Chief Compliance Officer has functional reporting to the committee. The Audit Committee reports to the Board on the status of the company’s internal controls and approves internal and external audit plans based on a risk-based methodology and evaluation.
    Human Resources & Compensation Committee. Throughout the year, when establishing compensation program elements, making awards and determining final payouts for incentive compensation, the HRCC considers the relationship of Mastercard’s risk oversight practices to employee compensation policies and practices for all employees (including non-executive officers), including whether our compensation programs create or encourage excessive risk taking that is reasonably likely to have a material adverse effect on the company. We further discuss the HRCC’s assessment of risk underExecutive compensation–Compensation discussion and analysis–Risk assessment” (pg 79).
    Nominating & Corporate Governance Committee. The NCG oversees risks by meeting periodically throughout the year to proactively consider and address key governance, legal and policy matters that could have a significant reputational impact on Mastercard and its public affairs and matters of concern raised by stockholders, including business strategy, board refreshment, compensation practices, risk oversight, human rights, environmental stewardship, sustainability, inclusion and diversity.
Board oversight of information security, including cybersecurity and data privacy
Given the importance of information security and privacy to our stakeholders, our Board receives an annual report from our Chief Security Officer (CSO) to discuss our program for managing information security risks, including cyber and data security risks. The Audit Committee also receives annual briefings on both information security and data privacy from the CSO and Chief Privacy Officer. Both the Board and the Audit Committee receive regular reports on our cyber readiness, adversary assessment and risk profile status. In addition, the Board, Audit Committee and NCG receive information about these topics as part of regular business and regulatory updates, and our directors are apprised of incident simulations and response plans, including for cyber and data breaches.
Program highlights
ü  We are committed to the responsible handling of personal information, and we balance our product development activities with a commitment to transparency and control, fairness and non-discrimination, as well as accountability.
ü  Our multi-layered information security and data privacy programs and practices are designed to ensure the safety, security and responsible use of the information and data our stakeholders entrust to us.
ü  We work with our customers, governments, policymakers and others to help develop and implement standards for safe and secure transactions, as well as privacy-centric data practices.
ü  Our programs are informed by third-party assessments and advice regarding best practices from consultants, peer companies and advisors.
ü  We continually test our systems to discover and address any potential vulnerabilities.
ü  We maintain a business continuity program and cyber insurance coverage.
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CORPORATE GOVERNANCE
Our Corporate Governance Practices
Our robust corporate governance practices and policies align with our strategic objectives and result in effective, independent oversight.
Board practices
Frequent executive sessions of independent directors
Annual Board and committee self evaluations
Continuous assessment of Board refreshment
Oversight of risk management practices, fostering a risk-aware culture while encouraging thoughtful risk taking
Considers issues of cyber readiness, adversary assessment and our risk profile status and is apprised of incident simulations,and response plans, including for cyber and data breaches
Active engagement in managing talent and long-term succession planning
Board policies
Annual election of directors
Majority voting for director elections
12 of 14 Board nominees are independent
Proxy access
Stock ownership guidelines for directors
We encourage you to visit the “Corporate Governance” area of the “Investor Relations” page of our website where you will find our key documents, policies and additional information about corporate governance at Mastercard.
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Stockholder Engagement
Management, and where appropriate, directors engage with stockholders in the boardroom, via video conference, telephone, and at conferences on a variety of topics. The exchanges we and our Board have had with stockholders provide us with a valuable understanding of our stockholders’ perspectives and meaningful opportunities to share views with them.
Sustainability Engagement
We welcome the views of a broad range of stakeholders who serve as critical partners in identifying our key sustainability areas of impact. We regularly engage with these stakeholders to better understand their views and sustainability concerns and ensure we are prioritizing issues important to both our stakeholders and our long-term business success.
Commitment to Transparency
Our website disclosures address critical matters of interest to our stakeholders, including our commitment to social responsibility.
Business strategy
Compensation practices
Data privacy
Our response to COVID-19
Talent and culture
Sustainability
Risk oversight
Data privacy
Board refreshment
Employees, financial institutions, merchants and customers
Stockholders
Suppliers
Governments and regulators
International organizations
Community and nongovernmental organizations
Human Rights Statement
Political activity/political spending
Our response to COVID-19
Sustainability Report
Diversity and inclusion
Talent and culture
Privacy and data protection
Engagement and Transparency
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CORPORATE GOVERNANCE
Political activity and spending
We are committed to engaging appropriately in the political process and policy arena in a manner that informs and affects the debate concerning issues related to our business, investors and customers. We strive to engage on these issues in the most responsible and ethical way, and the Mastercard Political Action Committee makes decisions on contributions based in part on several criteria, including commitment to democracy, constitutional protections and the rule of law, as well as respect and tolerance for a diversity of views, leadership on matters of social impact, adherence to high standards and exemplary ethical character. We provide additional disclosure on our political activity and spending on our website.
Code of Conduct and Supplemental Code of Ethics
We have a written Code of Conduct that applies to all of our directors, executive officers and employees and provides a statement of Mastercard’s policies and procedures for conducting business legally and ethically. In addition, Mastercard has adopted a written Supplemental Code of Ethics that applies only to the CEO, CFO, Controller and certain other senior officers. We will promptly disclose, if required by applicable laws, any amendment to, or waiver from, our Code of Conduct or Supplemental Code of Ethics granted to directors or executive officers by timely posting such information on our website.

Where to find our Code of Conduct and Supplemental Code of Ethics
   
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Go to our website at https://investor.mastercard.com/corporate-governance/policies-and-reports/default.aspx
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Request copies (free of charge) by writing to:
Office of the Corporate Secretary
2000 Purchase Street
Purchase, NY 10577
Attention: Janet McGinness
Hedging/pledging prohibitions and insider trading policy
Our Code of Conduct includes various prohibitions against inappropriate trading activities in relation to Mastercard securities. Employees (including executive officers) and non-employee directors are not permitted to hedge their economic exposure to the Mastercard stock they own, meaning that engaging in, trading in or writing options; buying puts, calls or other derivative securities; or engaging in short selling or similar types of transactions in Mastercard securities are prohibited. In addition, employees and non-employee directors are not permitted to buy Mastercard securities on margin unless arrangements are made to cover any margin calls in cash, nor are they allowed to pledge (or hypothecate) Mastercard securities as collateral for a loan.
Under our insider trading policy, directors, named executive officers, other senior executives and other individuals with access to material non-public information about Mastercard are prohibited from engaging in transactions in Mastercard securities during blackout periods (unless those transactions occur as part of a Rule 10b5-1 trading plan).
All directors and executive officers, as well as certain of our other senior executives, are required to pre-clear with the General Counsel all transactions in Mastercard securities (including entering into any Rule 10b5-1 trading plans).
All executive officers and certain of our other senior executives are required to enter into a Rule 10b5-1 plan in order to transact in Mastercard securities. We also permit directors and employees to enter into Rule 10b5-1 plans. All such plans must be approved by the General Counsel .
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Communicating with the Board
Stockholders and other interested parties may contact any or all Board members (including our Lead Director or the non-management directors as a group), any of its committees or any committee chair by email or mail. Correspondence should be addressed to the Board of Directors or any such individual directors or group or committee of directors by either name or title.
The Corporate Secretary or another member of our Law Department opens all communications to determine whether the contents represent a message to the directors. All correspondence that is not in the nature of advertising or promotion of a product or service or is not trivial, irrelevant, unduly hostile, threatening, illegal, patently offensive or similarly inappropriate will be forwarded promptly to the addressee. If no particular director is named, the communication will be forwarded, depending on the subject matter, to the Audit Committee Chair, the HRCC Chair or the NCG Chair.
Correspondence can be sent:
By email:
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corporate.secretary@mastercard.com
By mail:
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Mastercard Incorporated
Board of Directors
Office of the Corporate Secretary
2000 Purchase Street
Purchase, NY 10577
Attention: Janet McGinness
The Corporate Secretary will forward to the Audit Committee Chair any correspondence that reflects a complaint or concern involving:
accounting, internal accounting controls and auditing matters
possible violations of, or non-compliance with, applicable legal and regulatory requirements
possible violations of Mastercard’s Supplemental Code of Ethics for the CEO and senior officers
retaliatory acts against anyone who makes such a complaint or assists in the investigation of such a complaint


Whistleblower Policy
   
Stockholders, employees and others also may report complaints and concerns regarding accounting, internal accounting controls, auditing matters, possible violations of (or non-compliance with) applicable legal and regulatory requirements, possible violations of Mastercard’s Supplemental Code of Ethics or retaliatory acts against employees who make such a complaint or assist in the investigation of such a complaint in accordance with our Whistleblower Policy. Our Chief Compliance Officer is responsible for keeping a docket of all reports received under the Whistleblower Policy and summarizing the nature of the complaint and other relevant information. The Chief Compliance Officer will report any recent developments of items listed on the docket in reasonable detail to the Audit Committee Chair (and, if the Chair so directs, to the committee) at or in advance of each regularly scheduled meeting. You can find our Whistleblower Policy in the “Investor Relations” section of our website at https://investor.mastercard.com/investor-relations/corporate-governance/policies-and-reports/default.aspx.
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CORPORATE GOVERNANCE
Director independence and related person transactions
Director independence
The corporate governance listing standards of the NYSE require that a majority of the Board (and each member of the Audit Committee, the HRCC and the NCG) be independent. To assist in its independence determinations, the Board has adopted director independence standards as part of our Corporate Governance Guidelines, which you can find on our website at https://investor.mastercard.com/corporate-governance/governance-guidelines/default.aspx.
No director or director nominee will be considered independent unless the Board affirmatively determines that such individual has (or would have) no material relationship with Mastercard (either directly or as a partner, stockholder or officer of an organization that has a relationship with Mastercard) other than as a Board or committee member. Additional requirements apply to Audit Committee and HRCC members. When making independence determinations, the Board broadly considers all relevant facts and circumstances, as well as any other facts and considerations specified by the NYSE, by law, or by any rule or regulation of any other regulatory body or self-regulatory body applicable to Mastercard. When assessing the materiality of a director’s relationship with Mastercard, the Board considers the issue not merely from the standpoint of the director or director nominee but also from that of persons or organizations with which such individual has an affiliation. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships (among others). In addition, the Board applies the independence guidelines set forth in our Corporate Governance Guidelines, which generally track the independence standards set by the NYSE.
In determining the independence of each current non-management director and director nominee, the Board considered any transactions, relationships and arrangements as required by the NYSE Listed Company Manual and under the independence requirements adopted by the Board.
The Board affirmatively determined that each of our current director nominees is independent except for Mr. Banga (our Executive Chairman) and Mr. Miebach (our President and CEO).
Certain relationships and related person transactions
Board approval of related person transactions
The Code of Conduct requires that any transaction that exceeds $120,000 between Mastercard and a related party, and in which a related party would have a direct or indirect material interest, be promptly disclosed to the General Counsel. The General Counsel is required to disclose such transactions promptly to the Board. Transactions with related parties must be approved or ratified by the Board or a committee of the Board consisting of at least three disinterested directors. Any director having an interest in the transaction is not permitted to vote on such transaction. Under the Code of Conduct, a related party is any of the following:
an executive officer of Mastercard
a director (or director nominee) of Mastercard
a beneficial owner of 5% or more of any class of Mastercard’s voting securities
an immediate family member of any executive officer, director (or director nominee) or beneficial owner of 5% or more of any class of Mastercard’s voting securities
an entity in which one of the above described persons has a substantial ownership interest in or control of such entity
Related person transactions
Alisdair Haythornthwaite, a Mastercard employee, is the son of Richard Haythornthwaite, our former Board Chair, who retired on December 31, 2020. In 2020, Alisdair Haythornthwaite earned $338,000 in base salary and cash bonus; received long-term incentive equity awards with an aggregate grant date value of $265,000; and received $97,000 as reimbursement for expenses typically covered by the company for employees at his geographic location. He participates in employee benefit plans and programs generally made available to employees of similar responsibility levels, and his compensation is consistent with the total compensation provided to other employees of the same level with similar responsibilities in his geographic location.
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CORPORATE GOVERNANCE
Bhargav M. Rajamannar is the son of Raja Rajamannar, an executive officer of the company. In 2020, Bhargav Rajamannar earned $146,000 in base salary and bonus. He participates in employee benefit plans and programs generally made available to employees of similar responsibility levels, and his compensation is consistent with the total compensation provided to other
employees of the same level with similar responsibilities. Bhargav Rajamannar’s role is not within his father’s reporting line, and, therefore, Raja Rajamannar does not participate in any performance or compensation discussions related to his son.
Additional board service requirements
Our certificate of incorporation, by-laws and Corporate Governance Guidelines provide additional requirements for service as a Board member, as well as limited membership for “Industry Directors” (as described below) and officers or employees of Mastercard or any of its subsidiaries (management directors).
Provision
Description
Requirements for service
Only 36% of our Board may be Industry Directors, directors who either currently or during the prior 18 months have an affiliation or relationship (including as a director, officer, employee, or agent, or any material business relationship) with any entity (and any of its affiliates) that on or after May 30, 2006 was or becomes a Class A (or principal) or affiliate member of Mastercard International or a licensee of its brands, or with any operator, member or licensee of any general purpose payment card system (or any affiliates of any such entity) that competes with Mastercard.
In addition, no director can:
•    either currently or during the prior three years have an affiliation or relationship (including as a trustee, officer, employee or agent, or any material business relationship) with Mastercard Foundation or
•    be a director, regional board director, officer, employee, or agent of or represent an entity (or an institution that is represented on any board of such an entity) that owns and/or operates a payment card program that is competitive with any of Mastercard’s comparable card programs.
Industry Directors and other composition requirements
•    At least 64% of the Board must be determined by the Board not to be Industry Directors (directors with the types of relationships described above).
•    The total number of non-Industry Directors and non-management directors must be at least two greater than the number of Industry Directors and management directors.
•    Up to one-third of the members of each of the Audit Committee, the HRCC and the NCG may be Industry Directors.
•    No more than one Industry Director may serve on the NCG.
•    The Board has deemed Mr. Freiberg and Mr. Tai to be Industry Directors.
Quorum
A majority of the directors in office, provided that a majority of the directors present are neither Industry Directors nor management directors, constitutes a quorum.
Vacancies
Vacancies are to be filled only by a vote of the majority of the directors then in office who are not Industry Directors.
Nominations
Industry Directors cannot participate in nominating or selecting directors.

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CORPORATE GOVERNANCE
Director compensation
Mastercard's director compensation is primarily composed of cash and equity-based compensation. The company sets compensation for non-employee directors competitively and in light of the time commitment and prior experience levels expected of directors. Each year, the HRCC’s independent consultant, Frederic W. Cook & Company, Inc., performs a review of Mastercard’s director compensation levels relative to market data (the same peer companies used for benchmarking and for setting executive compensation). The HRCC recommends the form and amount of director compensation, which is determined by the Board.
As management directors of the company, neither Mr. Banga nor Mr. Miebach receives compensation for service on our Board.
2020 director compensation
The following table describes the components of 2020 director compensation:
Annual compensation for Board service
Role
Cash
Equity
Non-employee directors $100,000$215,000
Chairman of the Board$180,000$295,000
Additional compensation for committee service
Committee
Chair
Member
Audit$35,000$17,500
HRCC$30,000$15,000
NCG$25,000$12,500
Cash compensation is paid in advance in January for the first half of the year and in arrears in December for the second half of the year. The annual retainer and any committee retainer fees are prorated for partial year Board or committee service. Under the Mastercard Incorporated Deferral Plan, US non-employee directors are eligible to defer all or part of their cash compensation into a non-qualified deferred compensation arrangement. Directors who elect to defer cash compensation receive earnings on their deferrals based on investment elections. None of the investment options provides returns considered to be above-market or preferential.
Annual stock grants are awarded upon a director's election on the date of the annual meeting of stockholders, are immediately vested with a four-year transfer restriction, and are in the form of restricted stock or deferred stock units. Each director selects the form of his or her award during an annual election process. Directors elected to the board outside of the annual meeting of stockholders are granted a prorated equity award.
Non-employee directors are eligible to have Mastercard make matching gift contributions of up to $15,000 annually to eligible charities in the name of the director. In addition, non-employee directors are eligible to have Mastercard make contributions up to $5,000 to a charity of their choice to match director contributions to Mastercard’s Political Action Committee. Directors are reimbursed for expenses related to attending Board and committee meetings.
Director stock ownership guidelines
Each non-employee director is expected, within six years of joining the Board, to accumulate an ownership position in our stock equal to five times the applicable annual cash retainer. All current non-employee directors have holdings that exceed the guidelines’ recommended ownership level.

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CORPORATE GOVERNANCE
2020 total director compensation
The following table summarizes the total compensation earned in 2020 by each of our current non-employee directors:
Name
Fees earned or paid in cash
($)
Stock
awards
($) 1
All other
compensation 
($) 2
Total
($)
(a)(b)(c)(d)(e)
Richard Haythornthwaite, Former Board Chair3
210,000295,04115,000520,041
David R. Carlucci4
65,000
15,00080,000
Richard K. Davis130,000215,267
345,267
Steven J. Freiberg150,000215,2675,500370,767
Julius Genachowski115,000215,2679,700339,967
Choon Phong Goh112,500215,267
327,767
Merit E. Janow5
135,208215,26719,000369,475
Oki Matsumoto115,000215,267
330,267
Youngme Moon115,000215,267
330,267
Rima Qureshi117,500215,267
332,767
José Octavio Reyes Lagunes115,000215,267
330,267
Gabrielle Sulzberger112,500215,26720,000347,767
Jackson Tai130,000215,26720,000365,267
Lance Uggla117,500215,267
332,767
1Amount represents the aggregate grant date fair value in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 excluding the effects of estimated forfeitures in connection with all stock awards granted to Board members in 2020. The share price used for converting the grant made on June 16, 2020, the date of the 2020 annual meeting of stockholders, was the closing price of our common stock on the NYSE on that date ($304.48 per share). Mr. Haythornthwaite’s award represents 969 shares of restricted stock. Awards for Mr. Reyes, Mr. Goh, Mr. Tai, and Ms. Moon represent 707 shares of restricted stock. Awards to all the other Board members represent 707 DSUs per director. All stock awards, including restricted stock, are subject to a minimum four-year transfer restriction.
2Amount represents company-paid charitable matching contributions.
3Mr. Haythornthwaite retired from the Board on December 31, 2020.
4Mr. Carlucci retired from the Board in June 2020.
5Ms. Janow joined the Audit Committee in June 2020 and became the Lead Director on January 1, 2021.

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CORPORATE GOVERNANCE

The following table further describes the fees paid in cash to each non-employee director for 2020, as shown in column (b) of the above table:
Name
Annual retainer
($)
Audit committee retainer
($)
HRCC retainer
($)
NCG committee
retainer
($)
Fees earned or paid in cash
($)
Richard Haythornthwaite, Former Board Chair 1
180,00017,50012,500210,000
David R. Carlucci 2
50,0008,7506,25065,000
Richard K. Davis100,00030,000130,000
Steven J. Freiberg100,00035,00015,000150,000
Julius Genachowski100,00015,000115,000
Choon Phong Goh 100,00012,500112,500
Merit E. Janow 3
100,00010,20825,000135,208
Oki Matsumoto 100,00015,000115,000
Youngme Moon100,00015,000115,000
Rima Qureshi100,00017,500117,500
José Octavio Reyes Lagunes100,00015,000115,000
Gabrielle Sulzberger100,00012,500112,500
Jackson Tai100,00017,50012,500130,000
Lance Uggla100,00017,500117,500
1     Mr. Haythornthwaite retired from the Board in December 2020.
2.    Mr. Carlucci retired from the Board in June 2020.
3     Ms. Janow became a member of the Audit Committee in June 2020 (7 months).

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CORPORATE GOVERNANCE
Sustainability
03

We know firsthand that our commitment to environmental and social responsibility — and our core values of operating ethically and responsibly and with decency — is directly connected to our continuing success as a business.
That's why we are applying the full breadth of our technology, insights, partnerships and people to build a more inclusive and sustainable digital economy, where people can reach their potential, growth is inclusive and the planet thrives.
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Sustainability Governance
Sustainability at Mastercard is driven from the top by our Board of Directors and CEO, and it is embedded in every level of our company.
Board of Directors
Because sustainability is part of our strategic thinking, the full Board oversees certain sustainability matters, including financial
 inclusion, privacy and cybersecurity directly as part of both regular market reviews of geographic areas and strategic reviews of the business.
The Board also reviews talent matters annually.
All three Board committees also oversee discrete sustainability matters from a strategic and risk-management perspective.
Nominating and Corporate
Governance Committee
Oversees policies and monitors programs related to sustainability issues such as:
Environmental stewardship
Human rights
Inclusion and diversity
Public policy activities

     
Audit Committee
Discusses ethics and compliance and receives regular reporting regarding business risks and opportunities, including the following sustainability issues:
Data privacy and data protection
Information security, including cybersecurity
Tax policies, strategies and exposures

     
Human Resources and Compensation Committee
Discusses our people and culture regularly, including:
Talent management
Key diversity initiatives
Compensation, benefit plans and human resources
Executive and director compensation
Succession planning


Senior Management
Our senior management works together to advance our global sustainability efforts across the organization.
Our Executive Vice President for Sustainability and the Chief Sustainability Officer are tasked with developing sustainability milestones and working with business units to leverage them as enterprise-wide drivers of growth. The Executive Vice President of Sustainability reports to the President of Strategic Growth, who reports directly to the CEO. The Sustainability function, including the President of Strategic Growth, reports regularly to the Board and the relevant committees on sustainability matters.



SUSTAINABILITY
Environment, Social and Governance Assessment
Every few years, we conduct a formal Environmental, Social and Governance (ESG) materiality assessment that captures the views from internal and external stakeholders on ESG topics. This formal assessment ensures that our strategy prioritizes key areas of impact that are important to our external stakeholders and our long-term business success. In the interim years between the formal assessment, we refresh the results each year, as needed.
In 2020, we completed this formal assessment, which incorporated the research and guidance provided by the Global Reporting Initiative (GRI) and the Sustainability Accounting Standards Board (SASB).
Stakeholder Engagement
We continuously engage with stakeholders to better understand their views and sustainability concerns. This diverse engagement is designed to ensure we are prioritizing issues that are important to both our stakeholders and our long-term business success.
Employees
We maintain continuous engagement with our people through a variety of channels, including town halls, digital and face-to-face communications and intranet communications.
Feedback is encouraged through the Experience Survey, manager dialogue and our Ethics Helpline.
Financial institutions, merchants & consumers
We help merchants, financial institutions and other organizations by delivering data-driven insights and other services that help them create and grow simple and secure customer experiences.
For consumers, we provide faster, safer and more convenient ways to pay and transfer funds.
Suppliers
We work closely with our suppliers to ensure that we can source responsibly and conduct business with integrity.
Our suppliers are expected to comply with the ethics standards communicated in our Supplier Code of Conduct and promote these standards within their own supply chains.
Community & nongovernmental organizations
Mastercard is involved in several partnership efforts with community organizations and NGOs on issues relevant to their organizations and our businesses, including financial inclusion, financial education, philanthropy and academic research.
Government & regulators
We help national and local governments drive increased financial inclusion, and efficiency, reduce costs, increase transparency to reduce crime and corruption and advance social programs.
Stockholders
Management, and, where appropriate directors, engaged with our stockholders throughout the year in the boardroom, via video conference, telephone and at conferences at which stockholders were present.
We invite you to visit our website (https://www.mastercard.us/en-us/vision/corp-responsibility.html) to read our Sustainability Report and to learn more about our commitment to being a force for good.
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SUSTAINABILITY
2020 Highlights
The COVID-19 pandemic has reinforced how deeply interconnected our world has become. In addition to the protests against racial injustices, our global threats (i.e., climate change) and the everyday challenges we’re facing have underscored how much more work we all must do. We have always said that how we come out of the pandemic is a choice, and Mastercard made a clear choice. We are not going to put things back as they were pre-pandemic. We are committed to building an inclusive and sustainable digital economy, one that benefits everyone, everywhere.
The following 2020 highlights reflect how we’re driving this commitment for our people, for the market and for society at large.
Our response to COVID-19 focused on supporting an inclusive recovery for our company, employees, customers and communities.
Had no COVID-19 related layoffs in 2020
Introduced a COVID-19 global employee benefit for up to 10 business days of additional paid leave for sickness, childcare or eldercare
Covered 100% of costs of COVID-19 testing for all employees and provided access to free COVID-related telemedicine consultations for U.S. employees
Provided employees with flexibility to decide where and how they work and put precautionary health and safety measures in place at all offices
Introduced more mental health benefits such as a platform and tool to help employees bolster mental well-being and curb stress
Engaged with several hundred national and local governments globally to help digitize relief programs and support recovery planning, such as the secure delivery of social disbursements
Committed up to $300 million, including $250 million in financial, technology, product and insight assets over the next five years, to help communities and small businesses recover and build resilience
For more about our COVID-19 response, see: https://www.mastercard.com/global/covid-19-info.html
For more about our Environmental Stewardship see: https://www.mastercard.us/en-us/vision/corp-responsibility/sustainability.html
For more about our In Solidarity commitments & action see: https://www.mastercard.com/news/perspectives/featured-topics/solidarity-in-action/

In Solidarity, a company-wide long-term initiative, was created in 2020 to stand against racism and advance equal opportunity for all.
Committed to investing $500 million in Black communities in the U.S. over the next five years
Pledged to expand spending with Black suppliers in the U.S. by 70% to $100 million annually by 2025
Increased participation of Black colleagues in training, mentorship, sponsorship and well-being programs in the U.S.
Committed to grow our Black leadership at the Vice President-level and above globally by 50% by 2025
Adapting regional inclusion plans globally to address the unique needs of local markets and communities and combat racism and discrimination around the globe
In addition, in 2020, we’ve kept our eye on gender equality. Based on our most recent annual pay equity analyses, women employees earn equal pay for equal work - $1.00 for every $1.00 men employees earn. Additionally, globally, the median pay for women as of September 2020, is 92.4% of the median for men.
We increased our commitment to environmental sustainability because economic growth cannot come at the expense of the planet.
Aligned with the Task Force on Climate-related Financial Disclosures (TCFD) recommendations and will be increasing our transparency in 2021
Expanded the Priceless Planet Coalition to more than 40 partners to regrow 100 million trees over five years
Produced over 10 million cards since 2018 for issuance with approved sustainable materials using Mastercard’s Sustainable Card Materials Directory
In January 2021, pledged to reach net zero emissions by 2050, building on our existing commitments to reduce greenhouse gas emissions aligned with a 1.5-degree Celsius climate trajectory
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SUSTAINABILITY
Management Committee
04
Our Board of Directors oversees and approves the company’s long-term strategy. Under the Board’s oversight, the Management Committee implements the company’s strategic direction. The Management Committee consists of our executive officers and additional members of management.
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Management Committee members
Our executive officers are identified below by boldface type.
NameTitle
James AndersonExecutive Vice President, Commercial Products
Ajay BangaExecutive Chairman
Mark BarnettPresident, Europe
Ajay BhallaPresident, Cyber & Intelligence Solutions
Ann CairnsVice Chairman
Gilberto CaldartPresident, International
Dimitrios DosisPresident, Advisors
Carlo EnricoPresident, Latin America and Caribbean
Jennifer EricksonExecutive Vice President, Communications
Michael FraccaroChief People Officer
Michael FromanVice Chairman and President, Strategic Growth
Ron GreenChief Security Officer
Francis HondalPresident, Loyalty & Engagement
Linda KirkpatrickPresident, North America
Jorn LambertChief Digital Officer
Hai LingCo-President, Asia Pacific
Raghu MalhotraPresident, Middle East and Africa
NameTitle
Edward McLaughlinPresident, Operations and Technology
Sachin MehraChief Financial Officer
Carlos MenendezPresident, Enterprise Partnerships
Michael MiebachPresident and CEO
Tim Murphy*Chief Administrative Officer
Jennifer RademakerExecutive Vice President, Customer Delivery
Raja RajamannarChief Marketing & Communications Officer and President, Healthcare
Blake RosenthalExecutive Vice President, Segment Solutions
Ari SarkerCo-President, Asia Pacific
Kush SaxenaExecutive Vice President, U.S. Merchants and Acceptance
Andrea ScerchPresident, Consumer Products and Processing
Raj SeshadriPresident, Data & Services
Kevin StantonChief Transformation Officer
Paul StoddartPresident, New Payments Platforms
Greg UlrichExecutive Vice President, Strategy, Corporate Development and M&A
Rich Verma*General Counsel and Head of Global Public Policy
Craig VosburgChief Product Officer
*Effective April 15, 2021, Mr. Murphy (i) assumed the role of Chief Administrative Officer, and (ii) was succeeded as General Counsel by Mr. Verma.




MANAGEMENT COMMITTEE
Executive officers
 Information about our executive officers may be found in our 2020 Form 10-K.
Our Management Committee members have diverse perspectives.

graphic_7womencommitteemema.jpg
graphic_15ethnicallydiversa.jpg
graphic_13non-uscommitteema.jpg
21%44%38%
7 management committee members are women
15 management committee members are racially or ethnically diverse
13 management committee members are located in non-U.S. offices
icon_mancom-location1a.jpg
5210+
Our management committee members hail from 13 countries across 5 continents
Average age of management committee members
Unique industry work experience, including:
•    Retail
•    Energy
•    Federal government
•    Automotive
•    Health

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MANAGEMENT COMMITTEE
Executive compensation
05
This section describes our executive compensation program for 2020 and certain elements of the 2021 compensation program for our named executive officers.
CD&A Table of Contents
 
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2021 MASTERCARD PROXY


Proposal 2: Advisory approval of Mastercard’s executive compensation
The Board unanimously recommends that stockholders vote FOR the advisory approval of our executive compensation as disclosed in this proxy statement
iconcheckteal1a.jpg
We are asking stockholders to approve an advisory (non-binding) resolution on the compensation of our Named Executive Officers (NEOs). Our compensation and benefit programs are significantly performance-based and are designed to attract, retain and motivate our NEOs, who are critical to our success, and to align their interests with those of our stockholders. Our Board continues to believe that our executive compensation program and policies are effective in achieving these core principles.
The HRCC routinely reviews the compensation and benefit programs for our NEOs to ensure that they achieve the desired goals of closely aligning our executive compensation with performance and with our stockholders’ interests. These reviews have resulted in a number of changes over the last several years.
We are asking stockholders to indicate their support for our NEO compensation as described in this proxy statement. This proposal, commonly known as a say-on-pay proposal, gives stockholders the opportunity to endorse or not endorse our executive compensation program. This vote is not intended to address any specific item of compensation but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement. Accordingly, we are asking stockholders to vote FOR the following resolution at the Annual Meeting:
“RESOLVED, that the compensation paid to Mastercard’s named executive officers, as disclosed in this proxy statement pursuant to the SEC rules, including the compensation discussion and analysis, compensation tables and any related narrative discussion, is hereby approved.”
Because this vote is advisory, it will not be binding on Mastercard, the Board or the HRCC. However, the Board and the HRCC value the opinions of our stockholders and will review and consider the voting results when considering our executive compensation program.
Our Board has determined to hold annual say-on-pay advisory votes. Unless the Board determines otherwise, the next say-on-pay advisory vote will be held at our 2022 annual meeting of stockholders.
For an understanding of our executive compensation program and, in particular, the changes we made this year, we strongly encourage you to read:
•    Compensation discussion and analysis (pgs 56 - 79)
•    “Summary Compensation Table and additional compensation tables (pgs 80 - 97)




EXECUTIVE COMPENSATION
Compensation discussion and analysis
This Compensation Discussion and Analysis (CD&A) describes Mastercard’s executive compensation program for 2020, as well as certain elements of the 2021 program for our NEOs, who are listed below and appear in the Summary Compensation Table on pg 80.
Named executive officersRole
Ajay Banga 1
Chief Executive Officer
Michael Miebach 1
President and CEO-elect
Sachin MehraChief Financial Officer
Craig Vosburg 2
President, North America
Tim Murphy 3
General Counsel
1    Mr. Miebach succeeded Mr. Banga as CEO on January 1, 2021 at which time, Mr. Banga became Executive Chairman.
2    Mr. Vosburg became Chief Product Officer on January 1, 2021.
3    Mr. Murphy became Chief Administrative Officer on April 15, 2021.

Executive summary
An Unprecedented Year
The challenges the world faced in 2020 were unprecedented, from a global health pandemic and resulting economic crisis to a newly heightened awareness of the importance of equality and inclusion in a world in which we are more connected and interdependent than ever. For everyone, everywhere, 2020 was a year of change, but with it came opportunity to demonstrate extraordinary resilience and adaptability.

At Mastercard, we seized this opportunity through the power of our people, whose diversity, innovation, drive and decency, act as a force multiplier on all of our assets. Our employees and our culture are the key enablers of our strategy to build our core payments, diversify our services, and grow our addressable markets through our technology and brand. We steadfastly stood by our people during this time of crisis, protecting their jobs and the health and well-being of themselves and their families. By taking care of our
people while focusing on shareholder value, we made it possible for them to lean in and help our customers, merchants and small business owners, governments, and everyday consumers. Their dedication, even in a time of crisis, comes from a universal understanding that we will only thrive when the world thrives and that it is our responsibility to make the digital economy work for everyone, everywhere.

As described in this CD&A, the company took extraordinary actions in 2020 to protect and engage our most important asset – our employees. These actions were taken out of concern for not only our people, but for all stakeholders, from our stockholders to all those individuals and institutions who have a vested interest in participating in and gaining increased access to the digital economy, where all types of payments are fast, safe, and secure.



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EXECUTIVE COMPENSATION
2020 financial and operational highlights
The following are our key financial and operational highlights for 2020, including growth rates over the prior year:

GAAP
Net revenueNet incomeDiluted EPS
$15.3B$6.4B$6.37
down9%down21%down20%
NON-GAAP 1 (currency-neutral)
Net revenueAdjusted net incomeAdjusted diluted EPS
$15.3B$6.5B$6.43
down8%down17%down16%
icon_grossdollar-teal1a.jpg
Gross dollar volume
YOY (local
currency basis)
icon_crossborder-teal1.jpg
Cross-border
volume growth
(local currency basis)
image2531.jpg
Switched transactions
$6.3T90.1B
down 29%
flatup 3%
1.Non-GAAP results exclude the impact of gains and losses on equity investments, Special Items and/or foreign currency. Refer to the Appendix for the reconciliation to the most direct comparable GAAP financial measures and our reasons for presenting them.
Capital returned to stockholders in 2020Cash flow from operations
Total
Repurchased shares
Dividends
2020
$6.1B
$4.5B
$1.6B
$7.2B
Stock price growth since IPO
pg59_linechartstockpricegra.jpg

Despite the business challenges caused by the pandemic and their impact on 2020 results, Mastercard’s historically strong performance has resulted in the substantial appreciation of our stock price from a split-adjusted per share price of $3.90 at the time of our initial public offering in May 2006 to a closing stock price of $356.94 per share as of December 31, 2020.

As discussed in this CD&A, in considering program design and individual pay decisions in 2020, the HRCC carefully considered this performance, as well as the interests of all stakeholders, including our stockholders.
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EXECUTIVE COMPENSATION
Balancing Stakeholder Interests
COVID-19 gave rise to significant and unique talent management challenges, from ensuring the health, safety, and well-being of our employees around the world, to retaining and motivating them to perform at the highest levels in the face of unprecedented uncertainty. To manage these challenges, the company quickly executed several actions, including a commitment to make no COVID-19-related layoffs in 2020 and introduction of new COVID-19-related benefits, including additional paid leave for illness, childcare, and eldercare, 100% coverage for the cost of COVID-19 testing and flexibility for how and where employees get work done.

While our employees’ safety was our primary concern, we relied on them to remain focused and to maximize business results in the face of uncertainty. To achieve this, management and the Board committed to monitoring the development of the pandemic and its impact on Mastercard to ensure that all employees, including our NEOs, would be fairly rewarded for their contributions while balancing the interests of our stockholders. This commitment was made in consideration of the fact that financial targets under in-process incentive plans had been established pre-pandemic, rendering them obsolete as the economic impact of the pandemic became better understood.

Linking Pay to Performance in Unprecedented Times
As disclosed on Form 8-K, on December 31, 2020, the HRCC made certain adjustments to the terms of annual incentive awards for 2020 and Performance Stock Unit (PSU) awards with the three-year performance period ending December 31, 2020 scheduled to vest in 2021 (2018 PSU awards) to account for the effect of the COVID-19 pandemic. The modifications, as described on pgs 65-66 (annual incentive plan) and pgs 70-71 (PSU awards), were intended to ensure that compensation appropriately reflected operating performance that was reasonably within our employees’ control while carefully considering the experience of our stockholders, whose one- and three-year annualized returns through December 31, 2020 were 20% and 34%, respectively, corresponding to 68th and 94th percentile performance against S&P 500 companies, respectively, as shown in the charts below. Although the modifications would have resulted in payouts in excess of target, the HRCC capped payouts under both plans at 100%.
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Source: FactSet
As described on pg 76, the HRCC approved new design features for our 2021 incentive plans to address continuing economic uncertainty related to COVID-19. These features are generally aimed at improving our employees’ line of sight to operating performance and are intended to be temporary, under the assumption that economic activity will gradually revert to pre-pandemic levels. As described below, many of the design features included in our 2021 incentive plans are consistent with modifications made to our 2020 annual incentive plan and 2018 PSU awards, utilizing a predetermined, formulaic approach to adjusting targets on the basis of independent third-party economic data so as to create greater alignment between incentive outcomes and controllable operating performance.
Connecting Pay to Sustainability in 2021
To reinforce the importance of sustainability, which is already a critical part of our culture of decency, the HRCC approved formulaically linking executive annual incentives to Environmental, Social, and Governance (ESG) performance through an ESG modifier, which can increase or decrease payouts by up to +/- 10 percentage points based on performance against quantitative goals for carbon emissions, financial inclusion, and gender pay.
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EXECUTIVE COMPENSATION
Long-term alignment of CEO pay and stock performance
Consistent with the last several years, our executive compensation program in 2020 delivered pay supported by strong and consistent operating and total shareholder return performance, a primary consideration when the HRCC was making decisions related to 2020 incentive program outcomes. The following charts show CEO total compensation (as disclosed in the Summary Compensation Table) compared with the value of a $100 investment made in Mastercard stock on January 1, 2011, the start of Mr. Banga’s first full year in the role:
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Since 2011, over the tenure of our former CEO, Mr. Banga, Mastercard has delivered sustained growth, increasing market capitalization by more than $325 billion and delivering a cumulative TSR of 1,579%.









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How pay aligns with our culture, strategy and financial results
As described in more detail on pg 62, both the structure of our compensation program and individual pay decisions are designed to support our long-term business strategy, which we believe will ultimately create value for our stockholders and other key stakeholders, including our employees, customers, consumers and the communities in which we operate.
We grow, diversify and build our business through a combination of organic and inorganic strategic initiatives, which are enabled by our brand, data, technology and, most of all, our people. Our ability to attract, retain and engage the exceptional talent needed to execute our business strategy is greatly enhanced by our compensation program, which aligns our cultural, strategic and financial objectives with executive compensation, as described in the following chart.
Performance dimensionCultural alignmentStrategic alignmentFinancial alignment
Annual bonus plan
Corporate financial resultsFinancial metrics and goals set in relation to business drivers in each strategic pillar – grow core, diversify customers and geographies, and build new areasAnnual top-line and profitability results (Net Revenue and Net Income)
Corporate ESG modifier
(new for 2021)
Commitment to environment, gender pay, and financial inclusionServing the under-banked impacts prosperity globally and accelerates shift from cash to digital economy
Corporate strategic performance modifierCommitment to decency, inside and outside of MastercardOperational objectives in each strategic pillar and enablement areas
Individual performance (IPF)Performance is evaluated against the Mastercard valuesPerformance measured against core strategic objectives appropriate to roleKey financial results appropriate for executive’s role
Long-term incentive plan
Individual performanceGrant is based on potential to grow and lead in alignment with Mastercard values and to assume increasing levels of responsibilities in connection with strategic/financial priorities
Corporate financial results (PSUs)Generally, financial metrics and goals aligned to external multi-year guidance Balances incentives to drive fundamental financials and stock price appreciation
Relative TSR modifier (PSUs)Combination of cultural, strategic and financial priorities drive sustainable, long-term stockholder value
Absolute stock price appreciation (PSUs, RSUs, and stock options)
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Positive pay practices
The HRCC and management regularly review our compensation and benefit programs. Accordingly, we have adopted a number of practices over the last several years that affect our executive compensation program:
What we do
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Pay for performance
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Align executive compensation with stockholder returns through long-term incentives
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Maintain significant stock ownership requirements and guidelines as well as a post-vest holding period on performance stock units
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Use appropriate peer groups when establishing competitive compensation
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Review management succession and leadership development programs
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Reward individual performance but with limits that cap individual payouts in executive incentive plans
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Regularly assess compensation programs to mitigate undue risk taking by executives
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Mandate “double-trigger” provisions for all plans that contemplate a change in control
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Maintain robust clawback and equity award forfeiture policies
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Retain an independent compensation consultant
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Hold an annual say-on-pay advisory vote
What we don’t do
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No hedging or pledging of Mastercard stock
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No excise tax gross-ups for executive officers
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No tax gross-ups, other than under our global mobility programs
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No repricing stock options
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No new evergreen employment agreements
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No dividend equivalents on unvested equity awards
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No guaranteed annual salary increases or bonuses
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No granting of discounted or reload stock options

Stockholder feedback
Each year, Mastercard provides stockholders with a “say-on-pay” advisory vote on its executive compensation programs. At our 2020 annual meeting of stockholders, 95% of votes cast supported our executive compensation program. We view this level of stockholder support as an affirmation of our current pay programs and pay-for-performance philosophy.
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Our executive compensation program
Executive compensation philosophy
Mastercard’s executive compensation program is designed to support our strategic objectives to grow, diversify and build our business and to attract, motivate and retain our executives, who are critical to Mastercard’s long-term success. Our executive compensation program is based upon and designed to address three core principles:
Align the long-term interest of our executives with stockholdersOur compensation program strongly aligns the long-term interests of our stockholders with that of our executives through the use of equity compensation, which is largely long term in nature.
Pay for performanceThe majority of the compensation of our CEO and other NEOs is variable and at-risk and tied to pre-established goals linked to financial, strategic and cultural objectives designed to create long-term stockholder value and drive our objectives to grow, diversify and build our business.
Pay competitivelyEach year, the HRCC assesses the competitiveness of total compensation levels for executives to enable us to successfully attract, retain and motivate top executive talent.
Our HRCC, composed solely of independent directors, is responsible for the oversight of our executive compensation program and determines the compensation to be paid to our executive officers. The program is designed to attract, retain and motivate senior executives to achieve financial and strategic results that create sustainable value for stockholders, primarily through grants of long-term equity awards rather than annual cash compensation. While our incentive programs are substantially formulaic, the HRCC retains discretion to make adjustments to ensure that compensation appropriately reflects operating performance that is reasonably within our control and to achieve desired talent management objectives, including the engagement and retention of leadership talent needed to execute our business strategy and create long-term value for stockholders.

Total direct compensation for NEOs
The primary elements of our executive compensation program consist of base salary, annual incentive and long-term incentive compensation, which we collectively refer to as TDC. The charts shown below illustrate the TDC mix (using the 2020 year-end target values) for Mr. Banga and the average of the other NEOs:
CEO target total direct compensation mix
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Other named executive officers target total direct compensation mix
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As these charts demonstrate, a substantial amount of our NEOs’ target total direct compensation is variable, at-risk and performance based. Target total direct compensation for our NEOs is weighted more toward long-term incentives, as the HRCC wants to encourage significant focus on long-term growth and stockholder value.
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EXECUTIVE COMPENSATION
Compensation elements