DEF 14A 1 mastercard2019proxystateme.htm DEF 14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.    )
Filed by the Registrant  x
Filed by a Party other than the Registrant  ¨
Check the appropriate box:
 
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Preliminary Proxy Statement
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Definitive Proxy Statement
¨
 
Definitive Additional Materials
¨
 
Soliciting Material under §240.14a-12
 
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Mastercard Incorporated
(Name of Registrant as Specified in its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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x
 
No fee required.
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TABLE OF CONTENTS

 
01
02
03
04
05
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2
2019 MASTERCARD PROXY


TABLE OF CONTENTS

 
06
07
08
09
10
11
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2019 MASTERCARD PROXY
3


STOCKHOLDER LETTER

 
April 29, 2019
Dear Fellow Stockholder:
We are pleased to invite you to the 2019 Annual Meeting of Stockholders of Mastercard Incorporated, which will be held on Tuesday, June 25, 2019 at 8:30 a.m. (Eastern time) at the Mastercard Incorporated headquarters, 2000 Purchase Street, Purchase, NY. A notice of the meeting and a proxy statement containing information about the matters to be acted upon follow this letter.
Our slate of director nominees includes Gabrielle Sulzberger, Youngme Moon and Lance Uggla, each of whom is being considered by stockholders for the first time. In the following proxy statement, you will read about the skills and qualifications that make Mses. Sulzberger and Moon and Mr. Uggla strong additions to our Board.
We wish to express our gratitude to Silvio Barzi and Nancy Karch, two of our longer serving directors, both of whom are not standing for re-election this year.
Your vote is important to us. We invite you to attend the meeting and exercise your right to vote your shares in person, though we recognize that many of you may not be able to attend the meeting or may choose not to do so. You also have the opportunity to listen to the meeting as it occurs using a link we will post in the “Investor Relations” section of our website (www.mastercard.com/investor). Whether or not you plan to attend, please promptly vote your shares by submitting your proxy by telephone or Internet or by completing, signing, dating and returning your proxy card or voting instruction form.
We encourage you to visit the “Investor Relations” section of our website (www.mastercard.com/investor) where we have posted a letter to stockholders that provides an in-depth look at our strategy and our commitment to financial inclusion.
Thank you for being a stockholder and for the trust you have placed in Mastercard.
Very truly yours,
 
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Richard Haythornthwaite 
Chairman of the Board
Ajay Banga 
President and Chief Executive Officer


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2019 MASTERCARD PROXY


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NOTICE OF 2019 ANNUAL MEETING OF STOCKHOLDERS

Notice of 2019 annual meeting of stockholders
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When
Tuesday, June 25, 2019
at 8:30 a.m. (Eastern time)
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Where
Mastercard Incorporated
2000 Purchase Street
Purchase, New York
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Record date
April 26, 2019
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Who can vote
Holders of Mastercard’s Class A common stock at the close of business on April 26, 2019
Items of business
1
Election of the 15 nominees named in the proxy statement to serve on Mastercard’s Board of Directors
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FOR each director nominee
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See pg 20
 
How to vote in advance
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:
2
Advisory approval of Mastercard’s executive compensation
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FOR
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See pg 101
 
3
Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Mastercard for 2019
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FOR
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See pg 103
 
4–5
Consideration of two stockholder proposals, if properly presented by the relevant stockholder proponents
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AGAINST
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See pg 107
 
Any other business which may properly come before the 2019 annual meeting or any adjournment or postponement.
 
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By telephone
You can vote your shares by calling 800.690.6903 toll-free
Attending the annual meeting
You will be asked to provide photo identification and appropriate proof of ownership to attend the meeting. You can find more information under “About the Annual Meeting and voting” on pg 117 of the proxy statement that follows.
 
 
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By internet
You can vote your shares online at www.proxyvote.com
Audio webcast
You can listen to a live audio webcast of our Annual Meeting of Stockholders by visiting the “Investor Relations” page of our website (www.mastercard.com/investor) beginning at 8:30 a.m. (Eastern time) on June 25, 2019
Date of mailing
We will begin mailing the Notice of Internet Availability of Proxy Materials on or about April 29, 2019
 
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By mail
Complete, sign, date and return your proxy card or voting instruction form in the postage-paid envelope provided
Unless you or your representative attend Mastercard’s 2019 Annual Meeting of Stockholders (the “Annual Meeting”) in person, Mastercard must receive your vote either by telephone, Internet, proxy card or voting instruction form by 11:59 p.m. (Eastern time) on June 24, 2019 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 Annual Meeting does not deprive you of your right to attend or vote at the Annual Meeting.
By Order of the Board of Directors
Janet McGinness 
Corporate Secretary
Purchase, New York 
April 29, 2019
 
 
 
 
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS
Mastercard Incorporated’s Proxy Statement for the 2019 Annual Meeting of Stockholders (the “Proxy Statement”) and 2018 Annual Report on Form 10-K (the “2018 Form 10-K”) are available at www.proxyvote.com.

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2019 MASTERCARD PROXY


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.
Strategy
 
Our Board nominees
 
Enabled by brand, data, technology and people
 
Our Board recommends you vote “FOR” each director nominee
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Grow
Core
 
 
 
 
 
 
 
Director
since
 
 
 
 
Committee membership
 
Name
 
 
 
Age
 
 
Primary occupation
 
Audit
 
HRCC
 
NCG
•    Credit
•    Debit
•    Commercial
•    Prepaid
•    Digital-physical convergence
•    Acceptance
 
Richard Haythornthwaite
Chairman of the Board
 
62
 
2006
 
Chairman and Co-Founder, QiO Technologies
 
 
 
 
 
 
 
 
 
 
 
 
Ajay Banga
 
59
 
2010
 
President and Chief Executive Officer,
 
 
 
 
 
 
 
 
 
 
Mastercard Incorporated
 
 
 
 
David R. Carlucci
 
65
 
2006
 
Former Chairman and Chief Executive Officer,
 
 
 
 
 
 
 
 
IMS Health Incorporated
 
 
 
 
 
Richard K. Davis
 
61
 
2018
 
Chief Executive Officer, Make-A-Wish America
 
 
 
 
 
Diversify
Customers & geographies
 
Steven J. Freiberg
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62
 
2006
 
Senior Advisor, The Boston Consulting Group
 
 
 
 
 
Julius Genachowski
 
56
 
2014
 
Managing Director and Partner, The Carlyle Group
 
 
 
 
 
•    Financial inclusion
•    New markets
•    Businesses
•    Governments
•    Merchants
•    Digital players
•    Local schemes/switches
 
Choon Phong Goh
 
55
 
2018
 
Chief Executive Officer, Singapore Airlines Limited
 
 
 
 
 
 
Merit E. Janow
 
61
 
2014
 
Dean, School of International and Public Affairs,
 
 
 
 
 
 
 
 
Columbia University
 
 
 
 
Oki Matsumoto
 
55
 
2016
 
Managing Director, Chairman and
 
 
 
 
 
 
 
 
 
Chief Executive Officer, Monex Group, Inc.
 
 
 
 
Youngme Moon
 
55
 
Nominee
 
Senior Associate Dean for Strategy & Innovation & the
 
 
 
 
 
 
 
 
 
 
Donald K. David Professor of Business Administration,
 
 
 
 
 
 
 
 
Harvard Business School
 
 
 
Build
New areas
 
Rima Qureshi
 
54
 
2011
 
Executive Vice President and Chief Strategy Officer,
 
 
 
 
 
 
 
 
 
Verizon Communications Inc.
 
 
 
•    Data analytics
•    Consulting, managed services
•    Safety & security
•    Loyalty & processing
•    New payment flows
 
José Octavio Reyes Lagunes
 
67
 
2008
 
Former Vice Chairman, The Coca-Cola Export
 
 
 
 
 
 
 
 
 
Corporation, The Coca-Cola Company
 
 
 
 
Gabrielle Sulzberger
 
59
 
2018
 
General Partner, Fontis Partners, L.P.
 
 
 
 
 
 
Jackson Tai
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68
 
2008
 
Former Vice Chairman and Chief Executive Officer,
 
 
 
 
 
 
 
 
DBS Group and DBS Bank Ltd.
 
 
 
 
 
Lance Uggla
 
57
 
Nominee
 
Chairman and Chief Executive Officer, IHS Markit Ltd.
 
 
 
 
 
 
 
● Committee chairman  Committee member
 
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Audit Committee financial expert
 
 
 
 
 
 

2019 MASTERCARD PROXY
7


PROXY SUMMARY

Our director nominees’ experience, tenure, independence and diversity
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60 
Average age of our
director nominees is 60
93%
27%
40%
 
 
6.0 
Average tenure of
director nominees is
6 years
14 of our 15 director
nominees are
independent, including
our Board Chairman
4 of our director
nominees are women
6 director nominees
have a tenure of
4 years or less
Our director nominees
have lived and worked
around the world
 
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Public company
board experience
Global perspective
CEO experience
Regulatory
& governmental
Consumer
Payments
Financial
Digital &
innovation
Information security
Corporate governance highlights
 
 
•    Independent Board Chairman
•    Annual election of all directors by majority voting
•    14 of 15 director nominees are independent
•    Frequent Board executive sessions
•    Annual Board and committee self-assessments
•    Limits on director service by age (72) and tenure (15 years)
•    Active Board oversight of risk and risk management
•    Robust stock ownership requirements for executive officers and guidelines for directors
•    Active Board engagement in managing talent and long-term succession planning for executives and directors
•    Political activity, privacy and data protection, sustainability, and gender equality and diversity disclosures on our website
 
 
 
Stockholder engagement
 
 
Management, and where appropriate, directors engaged with our stockholders throughout the year in a variety of forums and discussed:
•    Business strategy
•    Board refreshment
•    Compensation practices
•    Risk oversight
•    Sustainability
•    Corporate culture
 
 

8
2019 MASTERCARD PROXY


PROXY SUMMARY

Our performance
In 2018, Mastercard had strong financial and operational performance:
GAAP
Net revenue
 
Net income
 
Diluted EPS
$15.0B
 
$5.9B
 
$5.60
 
 
20%
YOY
 
50%
YOY
 
53%
YOY
 
 
 
 
 
 
 
 
NON-GAAP1
Net revenue
 
Adjusted net income
 
Adjusted diluted EPS
$15.0B
 
$6.8B
 
$6.49
 
 
20%
YOY
(currency-neutral)
 
38%
YOY
(currency-neutral)
 
41%
YOY
(currency-neutral)
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Gross dollar volume
YOY (local
  
currency basis)
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Switched transactions
YOY
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Cross-border
volume growth
YOY (local
 
currency basis)
$5.9T
73.8B
 
 
18%2
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14%
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17%2,3
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1 
Non-GAAP results (as well as the related currency-neutral growth rates) exclude Special Items (as defined in Appendix A). Refer to Appendix A for reconciliations of these non-GAAP financial measures to the most direct comparable GAAP financial measures and our reasons for presenting them.
2 
Adjusted to normalize for the effects of differing switching days between periods. Refer to Appendix B for reported growth rates.
3 
Adjusted for the deconsolidation of our Venezuelan subsidiaries in 2017. Refer to Appendix B for reported growth rates.
 
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.
Capital returned to shareholders in 2018
 
Cash flow from operations
 
 
 
 
 
Total*
Repurchased shares
Dividends
 
2018
$6.0B
$4.9B
$1.0B
 
$6.2B
 
 
 
 
 
*    Does not sum due to rounding

2019 MASTERCARD PROXY
9


PROXY SUMMARY

Compensation
 
Our Board recommends you vote “FOR” our
“say-on-pay” proposal
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Our core executive compensation principles
Our executive compensation program is based on three core principles:
Align the short- and long-term interest of our stockholders with that of our executives
Pay that is significantly performance based
Compensation that is competitive and attracts and retains executives
 
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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Base salary
 
 
Annual incentive
 
 
PSUs
 
 
Stock options
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Primary purpose
 
 
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Attraction and retention
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Reward short-term
performance
 
 
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Reward long-term performance
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Align interests with stockholders
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Recipients
 
 
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All NEOs
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Reviewed
 
 
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Annually
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Payment/grant date
 
 
Ongoing
 
 
In February for prior year
 
 
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March 1
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Cash/equity
 
 
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Cash
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Equity
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Performance period
 
 
Ongoing
 
 
1-year
 
 
3-year
 
 
Until exercised
(up to 10-year life)
 
Competitive level
 
 
Established within a range around the median of market-competitive levels of target compensation for similar positions
 
Other considerations
 
 
Peer group analysis, individual performance, unique program characteristics, job responsibilities, experience and succession
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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2019 MASTERCARD PROXY


PROXY SUMMARY

Executive compensation program highlights
(for an expanded list, see “Compensation discussion
and analysis” on pg
64)
 
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
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Use appropriate peer groups when establishing competitive compensation
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Review management succession and leadership development programs
 
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 repricing stock options without stockholder approval
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No new evergreen employment agreements
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No dividend equivalents on unvested equity awards
 
Based on performance outcomes for 2018, the corporate score for purposes of paying annual incentives under the SEAICP was 160% of target
Based on performance outcomes over the three-year performance period, the payout rate for 2016 PSU awards was the maximum level of 200% of target
At our 2018 annual meeting of stockholders, 95% of the votes cast for the say-on-pay proposal were in favor of our executive compensation program and policies. We believe this strong support, in part, reflects support for the refinements made to our compensation programs and enhancement of our disclosure as a result of stockholder engagement and feedback in 2017.

2019 MASTERCARD PROXY
11


PROXY SUMMARY

Audit
 
Our Board recommends you vote “FOR” the ratification of
PricewaterhouseCoopers LLP
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What our Audit Committee considered when engaging PricewaterhouseCoopers LLP (“PwC”) for 2019:
•    PwC’s independence and integrity
•    PwC’s competence and compliance with technical standards
•    The business acumen, value-added benefit, continuity and consistency, and technical and core competency provided by the engagement team
•    The effectiveness of PwC’s processes, including its quality control, timeliness and responsiveness, and communication and interaction with management
•    PwC’s efforts toward efficiency, including with respect to process improvements and fees
 
 
Aggregate audit and non-audit fees billed to Mastercard by PricewaterhouseCoopers LLP PwC for 2018 and 2017 (in thousands):
Type of fees
 
Description
 
2018
 
2017
Audit fees
 
For the annual integrated audit and the quarterly reviews of the consolidated financial statements. Also includes the statutory audits required for certain businesses as well as countries or jurisdictions in which we operate
 
$7,702
 
$7,734
Audit-related fees
 
For assurance and audit-related services (but not included in the audit fees set forth above), including the internal controls review of selected information systems
 
871
 
783
Tax fees
 
For tax compliance, tax advice and tax planning services
 
659
 
868
All other fees
 
For accounting research tools and pre-implementation assessments
 
285
 
34
Total
 
 
 
$9,517
 
$9,419

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2019 MASTERCARD PROXY


PROXY SUMMARY

Culture and sustainability
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 in which people have opportunities to do 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. This is how we define and drive the culture of decency that makes Mastercard a place where the best people want to work.
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Bloomberg Gender Equality Index
 
Disability Equality Index
 
DiversityInc’s Top 50 List
 
World’s Most Ethical Companies
2019, 2018 and 2017
 
2018 Best Place to Work for Disability Inclusion
 
#4 in 2018 and #7 in both 2017 & 2016
 
2019, 2018, 2017 and 2016
World’s Most Ethical Companies
In 2018, we released our first annual Sustainability Report. While we are proud of this achievement, we continue to strive to deepen our sustainability efforts in four key areas:
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INCLUSIVE
GROWTH
INSPIRED
WORKFORCE
ETHICAL &
RESPONSIBLE STANDARDS
ENVIRONMENTAL
STEWARDSHIP
Creating a more inclusive world
through our products, programs
and partnerships
Our industry expertise and
corporate culture are enhanced
by diverse insights from our global
workforce, which is at the core of
our diversity and inclusion strategy
Acting responsibly and with integrity
guided by the highest standards of
ethical behavior
Responsibly managing our
environmental footprint and
creating environmentally
conscious solutions

2019 MASTERCARD PROXY
13


PROXY SUMMARY

Important dates for our 2020 annual meeting
Earliest date to submit director nominations for inclusion in our proxy statement (proxy access)
 
December 1, 2019
Last date to submit director nominations for inclusion in our proxy statement (proxy access)
 
December 31, 2019
Last date to submit stockholder proposals for inclusion in our proxy statement under SEC Rule 14a-8
 
December 31, 2019
Earliest date to submit director nominations or other business to be presented at our annual meeting
 
February 26, 2020
Last date to submit director nominations or other business to be presented at our annual meeting
 
March 27, 2020

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2019 MASTERCARD PROXY


STRATEGY

 
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 check. We grow, diversify and build our business through a combination of organic growth and strategic investments. Our success is driven by the skills, experience, integrity and mindset of the talent we have, and how we drive the culture of decency that makes us a place where the best people want to work.


2019 MASTERCARD PROXY
15


STRATEGY

Strategy
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 make payments easier and more efficient by creating a wide range of payment solutions and services using our family of well-known brands, including Mastercard®, Maestro® and Cirrus®. We are a multi-rail network. Through our core global payments processing network, we facilitate the switching (authorization, clearing and settlement) of payment transactions and deliver related products and services. With additional payment capabilities that include real-time account-based payments (including automated clearing house (“ACH”) transactions), we offer customers one partner to turn to for their payment needs for both domestic and cross-border transactions across multiple payment flows. We also provide value-added offerings such as safety and security products, information and analytics services, consulting, loyalty and reward programs, and issuer and acquirer processing. Our payment solutions are designed to ensure safety and security for the global payments system.
We grow, diversify and build our business through a combination of organic growth and strategic investments. Our ability to grow our business is influenced by personal consumption expenditure (“PCE”) growth, driving cash and check transactions toward electronic forms of payment, increasing our share in electronic payments, and providing value-added products and services. In addition, growing our business includes supplementing our core network with 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, through a combination of product offerings and expanded solutions for our customers.
 
Grow
 
Diversify
 
Build
Core
 
Customers & geographies
 
New areas
•    Credit
•    Debit
•    Commercial
•    Prepaid
•    Digital-physical convergence
•    Acceptance
 
•    Financial inclusion
•    New markets
•    Businesses
•    Governments
•    Merchants
•    Digital players
•    Local schemes/switches
 
•    Data analytics
•    Consulting, managed services
•    Safety & security
•    Loyalty & processing
•    New payment flows
Enabled by brand, data, technology and people
Grow. We focus on growing our core business globally, including growing our consumer credit, debit, prepaid and commercial products and solutions, as well as increasing the number of payment transactions we switch. We also look to take advantage of the opportunities presented by 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.
Diversify. We diversify our business by:
working with new customers, including governments, merchants, financial technology companies, digital players, mobile 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

16
2019 MASTERCARD PROXY


STRATEGY

Build. We build our business by:
creating and acquiring differentiated products to provide unique, innovative solutions that we bring to market to support new payment flows, such as real-time account-based payment, Mastercard B2B Hub™ and Mastercard Send™ platforms
providing services across data analytics, consulting, managed services, safety and security, loyalty and processing
Strategic partners. We work with a variety of stakeholders. We provide financial institutions with solutions to help them increase revenue by driving preference for Mastercard-branded products. We help merchants, financial institutions 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 players
 
and mobile providers to deliver digital payment solutions powered by our technology, expertise and security protocols. 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. For consumers, we provide faster, safer and more convenient ways to pay and transfer funds.
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 in which people have opportunities to do 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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CORPORATE GOVERNANCE

 
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 (the “Board”) oversees Mastercard’s strategic direction and the performance of our business and management. Our governance structure enables independent, experienced 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.

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Below are some highlights of our corporate governance practices:
Board structure and practices
 
Risk management and compensation
 
Social responsibilities and other
stockholder concerns
 
 
 
 
 
•    Our Board has an independent chairman
•    Each of our Board members is elected annually
•    We have majority voting for our director elections
•    14 of 15 Board nominees are independent
•    We have adopted proxy access
•    Our independent directors meet frequently in executive session
•    Our Board and committees engage in annual self-assessments
•    Our Board continuously assesses refreshment
•    Each director’s service is limited by age and tenure
 
•    Our Board actively oversees our risk and risk management practices, fostering a risk-aware culture while encouraging thoughtful risk taking
•    Our Board receives information about cyber readiness, adversary assessment and our risk profile status and is apprised of incident simulations and response plans, including for cyber and data breaches, on a regular basis
•    Our Code of Conduct and Insider Trading Policy prohibit inappropriate trading activities, including hedging and pledging arrangements
•    We have stock ownership requirements for executive officers and certain other senior executives and guidelines for directors
•    Our Board is actively engaged in managing talent and long-term succession planning
 
•    We engage with our stockholders on key issues
•    In 2018, we published our first annual Sustainability Report, which you can find on our website at www.mastercard.us/en-us/about-mastercard/corp-responsibility.html
•    We have articulated on our website our commitment to gender equality and diversity
•    We post a Privacy and Data Protection Report on our website to explain our information practices and commitment to privacy
•    We post enhanced political activity disclosure on our website
Engaging with our stockholders
 
Management and directors engage with our stockholders throughout the year in a variety of forums. We have met with our stockholders by telephone, in person at external venues and at governance conferences at which stockholders also were present. Our interactions cover a broad range of governance and business topics, including business strategy and execution, board refreshment, compensation practices, risk oversight, sustainability and culture/human capital. Our engagement activities and the meaningful exchanges to which we have been exposed provide us with a valuable understanding of our stockholders’ perspectives and an opportunity to share views with them.
 
We encourage you to visit the “Corporate Governance” area of the “Investor Relations” section of our website (www.mastercard.com/investor) where you will find detailed information about corporate governance at Mastercard, including our key governance documents listed below.
•    Corporate Governance Guidelines
•    Code of Conduct
•    Whistleblower Policy
•    Board Committee Charters
•    Supplemental Code of Ethics
•    Privacy and Data Protection Report
•    Political Activity Statement
You may also view on our website (www.mastercard.com) both our Sustainability Report (http://sustainability.mastercard.com/mastercard-corporate-sustainability-report-2017/p/1) and our Gender Equity Report (https://www.mastercard.us/en-us/about-mastercard/who-we-are/diversity-inclusion.html), found under “Workforce Demographics.”
  
The reports and other information contained on websites referred to in this Proxy Statement (other than to the extent specifically referred to herein as required by the rules of the New York Stock Exchange (the “NYSE”) or the U.S. Securities and Exchange Commission (the “SEC”) is not part of this proxy solicitation and is not incorporated by reference into this Proxy Statement or any other proxy materials.

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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 117.
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 maintain our Board’s global diversity. The NCG also takes into consideration the results of the Board self-evaluation. 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 in a refreshment mode, its size may fluctuate to accommodate transitions.
Board refreshment process
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Board composition, including director skill sets, is analyzed at least annually to ensure alignment with strategy and to maintain global diversity
 
Candidate list is developed, including by reviewing recommendations of stockholders, search firms, Board members and management
 
Personal qualities, skills and background of potential candidates are considered
 
The NCG meets with qualified candidates and makes recommendations
 
Board recommends nominees
 
Stockholders vote on nominees
 
Six new directors have been nominated to our Board in the past four years

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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
Trust
Initiative
Agility
Partnership
 
 
 
 
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.
Our director nominees are diverse
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27%
4 of our 15 director nominees are women
40%
6 of our 15 director nominees are non-U.S. citizens
Our director nominees have lived and worked around the world
 
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.
Our age and tenure policies
 
 
15
Term limit (years)
72
Retirement age
Age and tenure of our director nominees
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6 
Average director nominee tenure is 6 years
6 
6 director nominees have a tenure of 4 years or less
60 
Average age of director nominees

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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 include:
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Public company 
board experience 
both U.S. and non-U.S.
 
Global perspective 
including significant
experience in the
geographic regions in which
we operate
 
CEO experience 
including service as a
chief executive officer
at a publicly traded or
private company
 
Regulatory &
governmental
 
including deep engagement
with regulators as part of
a business and/or through
positions with governments
and regulatory bodies
 
Consumer 
including brand, marketing
and retail experience and
other merchant background
 
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Payments 
including within
retail banking,
telecommunications,
technology and data
 
Financial 
including risk management
orientation
 
Digital & innovation 
including application of
technology in payments,
mobile and digital, as well
as Internet, retail and social
media experience
 
Information security 
including cybersecurity and
data privacy
 
Identifying director candidates
The NCG identifies potential new candidates by recommendations from:
Stockholders
Professional search firms
Board members
Management
 
You can find out more about our nomination process in the NCG’s charter and our Corporate Governance Guidelines at https://investor.mastercard.com/investor-relations/corporate-governance/default.aspx.
Recommending candidates 
 
 
 
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Submit recommendations to:
Office of the Corporate Secretary 2000 Purchase Street
Purchase, NY 10577
Attention: Janet McGinness
Candidate information is to be submitted not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting
The NCG may request such information from the nominee or stockholders as it deems appropriate
The NCG evaluates stockholder recommendations using the same process it follows for other candidates
 
 
 

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CORPORATE GOVERNANCE

Nominees for election as directors
As part of its overall board refreshment process, the NCG sought to recruit additional Board members who align with our long-term growth strategy. After considering a number of candidates submitted through our nomination process, including a comprehensive review of the candidates’ abilities and qualifications, the NCG recommended that Ms. Sulzberger be appointed to the Board in December 2018 and that Ms. Moon and Mr. Uggla be nominated to stand for election by the stockholders at the Annual Meeting. Ms. Sulzberger originally was recommended by a member of management, Ms. Moon was recommended by our CEO and Mr. Uggla was recommended by a non-management director.
The strong qualifications that make our director nominees, including Ms. Moon and Mr. Uggla, highly valuable assets to our Board are further described below.
As part of our refreshment process, Silvio Barzi and Nancy Karch are not standing for re-election. At the Annual Meeting, 15 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. The Board has approved the nomination of the following directors:
Richard Haythornthwaite (Chairman)
Ajay Banga (President and CEO)
 
Oki Matsumoto
David R. Carlucci
 
Youngme Moon
Richard K. Davis
 
Rima Qureshi
Steven J. Freiberg
 
José Octavio Reyes Lagunes
Julius Genachowski
 
Gabrielle Sulzberger
Choon Phong Goh
 
Jackson Tai
Merit E. Janow
 
Lance Uggla
Each nominee was approved by the NCG and recommended to the Board for approval following an evaluation of his or her qualifications and (except for Mses. Sulzberger and Moon and Mr. Uggla) 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.
A summary of the primary experience, qualifications and skills that our director nominees bring to the Board may be found in the next column.
 
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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.
Biographies of each nominee follow.

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CORPORATE GOVERNANCE

Richard Haythornthwaite 
Chairman and Co-Founder, QiO Technologies,
an industrial artificial intelligence company (since March 2015)
 
 
 
Mr. Haythornthwaite has served as CEO, Chairman and senior executive at several non-U.S. multinational companies, bringing to the Board global perspective. He brings digital and innovation insights as chairman and co-founder of an artificial intelligence company and board member of a digital services company. As a former chairman of government bodies and companies in highly regulated industries, Mr. Haythornthwaite contributes risk management experience and valuable insight on engaging and partnering with regulators. His past service on public company audit committees and experience with financial operational rescue challenges provide valuable financial understanding.
 
Chairman and director since 
May 2006
Age at Annual Meeting 
62
Board committees
•    Audit
•    Nominating & Corporate Governance
Current public company boards
•    Globant S.A. (digital services)
Additional positions
•    Chairman of each of The Creative Industries Federation; Cloudgrove; and Arc International Holdings (strategy committee) and its parent company Glass Holdings SA
•    Advisory Partner, Moelis & Company
Previous experience
•    Non-Executive Chairman, Centrica plc (2014-2019)
•    Non-Executive Chairman, Network Rail (2009-2012)
•    Partner, Star Capital Partners Limited (2006-2008)
•    CEO, Invensys plc (2001-2005)
•    Chief Executive–Europe and Asia and Group Chief Executive, Blue Circle Industries plc (1997-2001)
•    Prior positions include Director of Premier Oil plc; President of BP Venezuela; and General Manager of Magnus Oilfield, BP Exploration
Past public company boards
•    Centrica plc; Network Rail; Blue Circle Industries plc; Cookson Group plc; Imperial Chemical Industries plc; Invensys plc; Land Securities Group plc; and Premier Oil plc
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Public company
board experience
Global
perspective
Financial
CEO experience
Digital &
innovation
Regulatory &
governmental
Consumer
Information
security
Payments
Audit committee financial expert

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CORPORATE GOVERNANCE

Ajay Banga 
President and Chief Executive Officer
(since July 2010)
 
 
 
Mr. Banga, our President and CEO, contributes to the Board extensive global payments experience (including with payments technology and retail banking), as well as a deep focus on innovation and information security. As our CEO and as a member of business advocacy organizations and government-sponsored committees, Mr. Banga provides valuable perspective on engaging and partnering with regulators. His brand marketing experience (including at several global food and beverage companies) adds strong consumer insight.
 
Director since 
April 2010
Age at Annual Meeting 
59
Current public company boards
•    Dow Inc. (compensation & leadership development and corporate governance committees)
Additional positions
•    Co-founder and co-chair, Cyber Readiness Institute
•    First vice chairman, International Chamber of Commerce
•    Trustee, U.S. Council for International Business
•    Member, board of governors, American Red Cross
•    Member, Council on Foreign Relations
•    Member, The Business Council
•    Founding Trustee, U.S.-India Strategic Partnership Forum
•    Co-chair, Partnership for New York City
•    Former member, President’s Advisory Committee for Trade Policy and Negotiations (U.S.) and President’s Commission on Enhancing National Cybersecurity (U.S.)
Additional Mastercard experience
• President and COO, Mastercard
    (2009-2010)
Previous experience
•    Executive positions at Citigroup (1996-2009), including CEO, Asia Pacific region; Chairman and CEO, International Global Consumer Group; Executive Vice President, Global Consumer Group; President, Retail Banking, North America; and business head for CitiFinancial and the U.S. Consumer Assets Division
•    Previous experience at Nestlé India and PepsiCo totaling 15 years, in roles of increasing responsibility
Past public company boards
•    DowDuPont Inc. and the Dow Chemical Company (Dow Inc. predecessor boards)
•    Kraft Foods Inc.
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Public company
board experience
Global
perspective
Financial
CEO experience
Digital &
innovation
Regulatory &
governmental
Consumer
Information
security
Payments
Audit committee financial expert

2019 MASTERCARD PROXY
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CORPORATE GOVERNANCE

David R. Carlucci
Former Chairman and Chief Executive Officer,
IMS Health Incorporated, a global provider of healthcare industry market intelligence (January 2006-December 2010)
 
 
 
Mr. Carlucci brings to the Board global business perspective, financial insight and regulatory experience as the former Chairman and CEO of a U.S.-based multinational corporation in the pharmaceutical and healthcare industries. As a former Chief Information Officer and through several senior executive-level operations and management positions, Mr. Carlucci adds valuable information security expertise and insight into technology and innovation.
 
Director since 
May 2006
Age at Annual Meeting 
65
Board committees
•    Audit
•    Nominating & Corporate Governance
Current public company boards
•    Mallinckrodt public limited company (human resources and compensation committee chairman)
Previous experience
•    Chairman and CEO, IMS Health Incorporated (2005-2010) (became Chairman in 2006); prior experience since joining in 2002, including President and COO
•    General Manager, IBM Americas, overseeing all sales and distribution operations in the U.S., Canada and Latin America (2000-2002)
•    Prior positions at IBM (1990-2000), including General Manager, S/390 Division; Chief Information Officer; General Manager, IBM Printing Systems Company; Vice President, systems, industries and services, Asia Pacific; and Vice President of marketing and channel management, IBM Personal Computer Company–North America
Past public company boards
•    IMS Health Incorporated
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Public company
board experience
Global
perspective
Financial
CEO experience
Digital &
innovation
Regulatory &
governmental
Consumer
Information
security
Payments
Audit committee financial expert

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2019 MASTERCARD PROXY


CORPORATE GOVERNANCE

Richard K. Davis 
Chief Executive Officer, Make-A-Wish America,
a non-profit corporation dedicated to granting the wishes of critically ill children (since January 2019)
 
 
 
Mr. Davis brings to the Board extensive payments experience and consumer insight as former CEO, executive chairman and longtime senior executive of a publicly traded financial holding company and former chairman of a banking association and payments company. As a leader and Board member of companies in highly regulated industries, as well as a former Federal Reserve representative, he provides valuable perspective on engaging and partnering with regulators. Mr. Davis’ extensive experience in financial services and his membership on public company audit and finance committees contribute strong financial understanding.
 
Director since
June 2018
Age at Annual Meeting 
61
Board committees
•    Human Resources & Compensation
Current public company boards
•    Dow Inc. (audit and corporate governance committees)
•    Xcel Energy, Inc. (chair, governance, compensation and nominating committee; finance committee)
Additional positions
•    Director, Mayo Clinic
Previous experience 
•    Executive positions at U.S. Bancorp, including Executive Chairman (April 2017-April 2018); Chairman (2007-April 2017); Chief Executive Officer (December 2006-April 2017); President (October 2004-January 2016); and Chief Operating Officer (2004-2006)
Past public company boards
•    U.S. Bancorp
•    DowDuPont Inc. and The Dow Chemical Company (Dow Inc. predecessor boards)
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Public company
board experience
Global
perspective
Financial
CEO experience
Digital &
innovation
Regulatory &
governmental
Consumer
Information
security
Payments
Audit committee financial expert

2019 MASTERCARD PROXY
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CORPORATE GOVERNANCE

Steven J. Freiberg
Former CEO, E*Trade Financial Corporation
a financial services firm (April 2010-August 2012)
 
 
 
Mr. Freiberg contributes to the Board extensive senior-level payments experience, including leading retail banking and payments businesses. This experience provides global perspective and regulatory insight. His leadership of consumer and global cards businesses also contributes strong consumer and innovation insight. His service as our Audit Committee chairman and as a director of consumer finance and foreign exchange companies provides valuable financial understanding.
 
Director since 
September 2006
Age at Annual Meeting 
62
Board committees
•    Audit (Chairman)
•    Human Resources & Compensation
Current public company boards 
•    Regional Management Corp. (consumer finance) (audit committee and compensation committee chair)
Additional positions
•    Chairman, Fair Square Financial LLC (credit card-focused venture)
•    Chairman, Rewards Network (marketing and loyalty services provider to restaurant industry)
•    Vice Chairman, Social Finance, Inc. (private personal finance company)
•    Member, TowerBrook Capital Partners L.P. senior advisory board
•    Senior Advisor, The Boston Consulting Group (global management consulting) and Verisk Analytics, Inc. (data analysis and risk assessment)
•    Director, Purchasing Power, LLC (consumer product purchasing provider)
Additional Mastercard experience
•    Director of U.S. region board prior to IPO (2001-2006) (Chairman 2004-2006)
Previous experience 
•    Several executive positions at Citigroup (2005-2010), including EVP, Citibank N.A.; Chairman and CEO of Citi Holdings–global consumer; CEO, global cards; Chairman and CEO, global consumer group, N.A.; Co-Chairman, global consumer group; Chairman and CEO, Citi Cards
Past public company boards 
    E*TRADE Financial Corporation
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Public company
board experience
Global
perspective
Financial
CEO experience
Digital &
innovation
Regulatory &
governmental
Consumer
Information
security
Payments
Audit committee financial expert

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CORPORATE GOVERNANCE

Julius Genachowski
Managing Director and Partner, The Carlyle Group,
a global investment firm (since January 2014)
 
 
 
Mr. Genachowski brings to the Board extensive digital, technology and media expertise, regulatory experience, information security insight, a global perspective, and engagement with both consumer and enterprise companies through a career as a senior government official, senior business executive, investor, and director at or with technology, media and communications companies. Mr. Genachowski also adds valuable financial knowledge through experience in private equity, at a large public operating company and on public audit committees.
 
Director since 
June 2014
Age at Annual Meeting 
56
Board committees
•    Human Resources & Compensation
Current public company boards
•    Sonos Inc. (audit committee and nominating and corporate governance committee chair)
•    Sprint Corporation (audit committee)
Additional position
•    Former member, President’s Intelligence Advisory Board (U.S.)
Previous experience
•    Chairman, U.S. Federal Communications Commission (2009-2013)
•    Senior executive roles with IAC/InterActiveCorp (Internet and media), including chief of business operations and general counsel
•    Several other U.S. government roles, including chief counsel to FCC Chairman; law clerk to U.S. Supreme Court Justice David Souter; and congressional staff member (including for then-Representative Charles Schumer, and for the joint select committee investigating the Iran-Contra affair)
Past public company boards
    AsiaSat
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Public company
board experience
Global
perspective
Financial
CEO experience
Digital &
innovation
Regulatory &
governmental
Consumer
Information
security
Payments
Audit committee financial expert

2019 MASTERCARD PROXY
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CORPORATE GOVERNANCE

Choon Phong Goh
Chief Executive Officer, Singapore Airlines Limited,
a multinational airline (since January 2011)
 
 
 
Mr. Goh brings to the Board strong consumer insight, global perspective and payments experience as the CEO and longtime senior executive of a publicly traded multinational airline. His prior positions in finance and information technology contribute valuable information security experience and financial understanding.
 
Director since 
April 2018
Age at Annual Meeting 
55
Board committees
•    Nominating & Corporate Governance
Current public company boards
•    Singapore Airlines Limited
Additional positions
•    Member and former chairman, Board of Governors of the International Air Transport Association (Chair, audit, and strategy and policy committees)
•    Chairman, Budget Aviation Holdings Pte Ltd
•    Director, SIA Engineering Company (majority owned by Singapore Airlines Limited)
•    Member, Massachusetts Institute of Technology Presidential CEO Advisory Board
•    Member, National University of Singapore board of trustees
•    Member, Association of Asia Pacific Airlines (executive committee)
Previous experience
•    Executive Vice President, Marketing and the Regions, Singapore Airlines Limited (June 2010-December 2010)
•    President, Singapore Airlines Limited, Cargo (June 2006-February 2010)
•    Previous leadership positions at Singapore Airlines Limited, including Senior Vice President Finance, Senior Vice President Information Technology and Senior Vice President Commercial Technology
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Public company
board experience
Global
perspective
Financial
CEO experience
Digital &
innovation
Regulatory &
governmental
Consumer
Information
security
Payments
Audit committee financial expert

30
2019 MASTERCARD PROXY


CORPORATE GOVERNANCE

Merit E. Janow
Dean, School of International and Public Affairs,
Columbia University, a private university
(since July 2013)
 
 
 
Professor Janow contributes extensive global perspective as a dean and professor of international economic law and international affairs, especially with respect to the Asia Pacific region where she has a strong focus. Her university career, public board service and other initiatives provide significant insights on technology, innovation and digital matters, including in cyber security. Professor Janow also brings deep experience in dealing with governments and regulatory bodies through both her past government service and her career at SIPA, as well as through her service on not-for-profits and advisory bodies.
 
Director since 
June 2014
Age at Annual Meeting 
61
Board committees
•    Human Resources & Compensation
•    Nominating & Corporate Governance
Current public company board
•    Trimble Inc. (compensation committee)
Additional positions
•    Lead, Columbia University’s SIPA Tech & Policy Initiative, including serving as Co-Chair, New York Cyber Task Force
•    Director and proxy committee member, American Funds (a mutual fund family of the Capital Group) (more than 20 funds)
•    Director of Japan Society and National Committee on U.S.-China Relations
•    Member, Council on Foreign Relations
•    Member, Mitsubishi UFJ Financial Group, Inc. global advisory Board
•    Charter member, International Advisory Council of China Investment Corporation
Previous experience
•    Leadership positions at Columbia University, including director, international finance and economic policy program; director, master’s program in international affairs; and chairman, Advisory Committee on Socially Responsible Investing
•    Member, Appellate Body of the World Trade Organization
•    Executive director, the International Competition Policy Advisory Committee of the U.S. Department of Justice
•    Deputy Assistant U.S. Trade Representative, Japan and China
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Public company
board experience
Global
perspective
Financial
CEO experience
Digital &
innovation
Regulatory &
governmental
Consumer
Information
security
Payments
Audit committee financial expert

2019 MASTERCARD PROXY
31


CORPORATE GOVERNANCE

Oki Matsumoto
Managing Director, Chairman and CEO, Monex Group, Inc.,
an online securities brokerage firm (since February 2011)
 
 
 
Mr. Matsumoto is the founder and CEO of a Japan-based, publicly traded financial services holding company and former director of a stock exchange. Through a career in investment banking, Mr. Matsumoto provides global perspective and extensive financial expertise to the Board. His leadership of a global online securities brokerage firm provides valuable digital and innovation experience.
 
Director since 
June 2016
Age at Annual Meeting 
55
Board committees
•    Human Resources & Compensation
Current public company boards
•    Monex Group, Inc. (nominating and compensation committees)
•    UZABASE, Inc.
Additional positions
•    Chairman, Coincheck, Inc.; and Director, TradeStation Group, Inc. and Monex, Inc., each a subsidiary of Monex Group, Inc.
•    International Board member and Vice Chairman, Human Rights Watch
•    Councilor, International House of Japan
•    Former member, Economic Counsel to the Prime Minister of Japan
•    Former director, Tokyo Stock Exchange (2008-2013)
Previous experience
•    Founded Monex, Inc. (financial services) in 1999; held management roles, including representative director and CEO (1999-2016)
•    General Partner, Goldman Sachs Group, L.P. (1994-1998)
•    Vice President, Goldman Sachs Japan Co. Ltd. (1992-1994) and analyst (1990-1992)
•    Analyst, Salomon Brothers Asia Limited (1987-1990)
Past public company boards
•    JIN Co., Ltd.
    Kakaku.com, Inc.
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Public company
board experience
Global
perspective
Financial
CEO experience
Digital &
innovation
Regulatory &
governmental
Consumer
Information
security
Payments
Audit committee financial expert

32
2019 MASTERCARD PROXY


CORPORATE GOVERNANCE

Youngme Moon 
Senior Associate Dean for Strategy & Innovation and the Donald K. David Professor of Business Administration,
Harvard Business School, a private university
(since July 2014)
 
 
 
Professor Moon provides to the Board a deep understanding of strategy and innovation as a long-tenured professor and current associate dean at Harvard Business School. She brings strong global perspective and consumer experience based on her service as a director at several retail and retail-centric consumer products companies.
 
Director nominee
Age at Annual Meeting 
55
Current public company board
•    Unilever (Vice Chair and Senior Independent Director) (corporate responsibility committee)
Additional positions
•    Director of Warby Parker and Sweetgreen, Inc. (compensation committee)
Previous Harvard Business School experience
•    Associate Dean and Chair of MBA Program (2010)
•    Donald K. David Professor of Business Administration (2007- present)
•    Associate Professor (2003-2007)
•    Assistant Professor (1998-2003)
Past public company boards
•    Avid Technology, Inc.
•    Rakuten, Inc.
•    Zulily, Inc.
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Public company
board experience
Global
perspective
Financial
CEO experience
Digital &
innovation
Regulatory &
governmental
Consumer
Information
security
Payments
Audit committee financial expert

2019 MASTERCARD PROXY
33


CORPORATE GOVERNANCE

Rima Qureshi
Executive Vice President and Chief Strategy Officer
Verizon Communications Inc., a multinational telecommunications conglomerate (since November 2017)
 
 
 
Ms. Qureshi contributes to the Board global perspective, digital expertise and innovation insight through her extensive senior-level experience at global telecommunications equipment and services providers, including roles in strategy, regional management, research and development, sales and services. Having spent many years working in the telecommunications and information technology industries and having completed the NACD/Carnegie Mellon CERT certification in cybersecurity oversight, Ms. Qureshi provides the Board with relevant payments and information security expertise.
 
Director since 
April 2011
Age at Annual Meeting 
54
Board committees
•    Audit
Additional positions
•    Director, GSMA Board (telecom industry association board) (audit committee)
•    Director, Verizon Foundation
•    Member, McGill University International Advisory Board
Previous experience
•    Executive positions at Ericsson, including President, North America (2017); Senior Vice President, chief strategy officer and head of M&A (2014-2016)
•    Additional positions at Ericsson (1993-2014), including Senior Vice President and head of business unit CDMA mobile systems (2010-2012)
•    IT consultant, DMR Group Inc.
Past public company boards
•    Great-West Lifeco Inc.
    Wolters Kluwer
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iconinfosecorng01.jpg
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Public company
board experience
Global
perspective
Financial
CEO experience
Digital &
innovation
Regulatory &
governmental
Consumer
Information
security
Payments
Audit committee financial expert

34
2019 MASTERCARD PROXY


CORPORATE GOVERNANCE

José Octavio Reyes Lagunes
Former Vice Chairman, The Coca-Cola Export Corporation,
The Coca-Cola Company, a global beverage company
(January 2013-March 2014)
 
 
 
Mr. Reyes contributes global perspective and regulatory experience to the Board as a retired senior executive and Latin America group president of a leading multinational public company. His experience as a beverage industry brand manager in North America and Latin America and as a director of public companies in the beverage industry provides the Board with strong consumer insight and payments experience.
 
Director since 
January 2008
Age at Annual Meeting 
67
Board committees
•    Human Resources & Compensation (Chairman)
Current public company boards
•    Coca-Cola HBC AG (social responsibility committee)
•    Coca-Cola FEMSA S.A.B. de C.V. (KOF)
Additional positions
•    Director, Papalote Children’s Museum, Mexico City
Previous experience
•    Vice Chairman, The Coca-Cola Export Corporation, The Coca-Cola Company (2013-2014)
•    Executive positions at The Coca-Cola Company, including President, Latin America Group (2002-2012) and President, Coca-Cola de México (1996-2002)
•    Additional management positions at The Coca-Cola Company (1980-1996), including manager of strategic planning, Coca-Cola de México; manager, Sprite and Diet Coke brands (corporate headquarters, Atlanta); marketing director for Brazil; and vice president of marketing and operations, Coca-Cola de México
•    Grupo IRSA, a Monsanto Company joint venture (five years’ experience)
Past public company boards
    Keurig Green Mountain, Inc.
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Public company
board experience
Global
perspective
Financial
CEO experience
Digital &
innovation
Regulatory &
governmental
Consumer
Information
security
Payments
Audit committee financial expert

2019 MASTERCARD PROXY
35


CORPORATE GOVERNANCE

Gabrielle Sulzberger
General Partner, Fontis Partners, L.P.,
a private equity fund (since October 2005)
 
 
 
Ms. Sulzberger brings to the Board extensive financial experience and insight as the general partner of a private equity firm, Chief Financial Officer of several companies, and a U.S. public company audit committee financial expert and former board chairman. She contributes strong consumer insight, global perspective and payments experience as a former director at several U.S. public company merchants, including her longtime service as Chairman of a major merchant in the quality retail food business. Her experience as Chief Financial Officer of an open source software company also provides valuable digital and innovation experience.
 
Director since 
December 2018
Age at Annual Meeting 
59
Board committees
•    Nominating & Corporate Governance
Current public company boards
•    Brixmor Property Group Inc. (since 2015) (audit committee financial expert; nominating & corporate governance chairman)
Additional positions
•    Henry Crown Fellow, Aspen Institute
•    Trustee, Ford Foundation
•    Director of each of: Acorn Advisors LLC (audit committee); TIME’S UP Foundation; Trinity Church Wall Street; and WomenCorporateDirectors Foundation
Previous experience
•    Interim CEO, Johnson Products Company (hair care products) (October 2011-February 2013)
•    CFO, Gluecode Software Inc. (2002-2005) (open source software company)
•    CFO, Crown Services (2000-2002) (commercial contractors)
Past public company boards
•    Bright Horizons Family Solutions, Inc.
•    Teva Pharmaceutical Industries Limited
•    The Stage Stores, Inc.
    Whole Foods Market, Inc.
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Public company
board experience
Global
perspective
Financial
CEO experience
Digital &
innovation
Regulatory &
governmental
Consumer
Information
security
Payments
Audit committee financial expert

36
2019 MASTERCARD PROXY


CORPORATE GOVERNANCE

Jackson Tai
Former Vice Chairman and Chief Executive Officer, DBS Group and DBS Bank Ltd., leading financial services entities
(June 2002-December 2007)
 
 
 
Mr. Tai brings to the Board extensive global executive experience in payments and retail banking, including as former CEO of a Singapore-based bank and as a director of several global financial institutions. Mr. Tai’s experience as a CFO, his extensive experience as a member of numerous public company audit committees and his career in investment banking provide valuable financial understanding. His service as a director of technology-focused retail and telecommunications companies provides valuable consumer and digital and innovation insight.
 
Director since 
September 2008
Age at Annual Meeting 
68
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
•    Director, Metropolitan Opera
•    Trustee, Rensselaer Polytechnic Institute
•    Former director, Canada Pension Plan Investment Company
•    Former director, Cassis International Pte. Ltd. (payments technology company)
•    Former director, privately held Russell Reynolds Associates, Inc.
•    Former director, Brookstone Inc. (non-executive chairman and interim CEO (January 2012-May 2012)
Previous experience
•    Vice chairman and CEO, DBS Group and DBS Bank Ltd. (2002-2007)
•    Prior executive positions at DBS Group (1999-2002), including President and COO and CFO
•    Senior management positions at Investment Banking Division, J.P. Morgan & Co. Incorporated (New York, Tokyo and San Francisco) (1974-1999)
Past public company boards
•    Royal Philips N.V. (term ending in May, 2019)
•    Bank of China, Limited
•    DBS Group and DBS Bank Ltd.
•    ING Groep N.V.
    Singapore Airlines Limited
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Public company
board experience
Global
perspective
Financial
CEO experience
Digital &
innovation
Regulatory &
governmental
Consumer
Information
security
Payments
Audit committee financial expert

2019 MASTERCARD PROXY
37


CORPORATE GOVERNANCE

Lance Uggla 
Chairman and Chief Executive Officer, IHS Markit Ltd.,
a global information provider (since January 2018)
 
 
 
Mr. Uggla brings to the Board global perspective and innovation insights as the CEO of a publicly traded company that provides information, analytics and solutions to customers in business, finance and government. He provides extensive financial experience as the founder and former Chairman and CEO of a company that offered daily credit default swap pricing services, as well as through several executive management positions at a global investment dealer.
 
Director nominee
Age at Annual Meeting 
57
Current public company boards
•    IHS Markit Ltd.
Additional positions
•    Executive Trustee, Tate Foundation
Previous experience
•    President and Chief Operating Officer, IHS Markit Ltd. (July 2016 -December 2017)
•    Founder and former Chairman and CEO, Markit Ltd. (June 2014-July 2016) and its predecessor, Markit Group Holdings Ltd. (2003-June 2014)
•    Executive management positions at Toronto-Dominion Securities, including Vice Chairman and Head of Europe and Asia (1995-2003)
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Public company
board experience
Global
perspective
Financial
CEO experience
Digital &
innovation
Regulatory &
governmental
Consumer
Information
security
Payments
Audit committee financial expert

38
2019 MASTERCARD PROXY


CORPORATE GOVERNANCE

Board and committees
Board of Directors
 
 
 
 
Richard Haythornthwaite
Chairman of the Board of Directors
5
number of meetings in 2018
75%+ 
attendance
Board and committee meetings
100% 
attendance
2018 annual meeting of stockholders
Board leadership structure
We have an independent Chairman of the Board, Richard Haythornthwaite. The role of the Chairman is to provide governance and leadership to the Board, including helping to organize the Board’s work and ensuring that our directors have information to effectively carry out their responsibilities. The responsibilities of Mr. Haythornthwaite include, among other things:
presiding over Board meetings and executive sessions of non-management and independent directors
overseeing the adequacy of information available to directors
coordinating feedback regarding issues discussed in executive session, as well as performance, to the Chief Executive Officer (the “CEO”)
facilitating effective communication between the Board and our stockholders, including, among other things, presiding over the annual meeting, and any special meetings, of stockholders
working with the CEO and Corporate Secretary to set Board meeting agendas
providing advice and counsel to the CEO
The Board does not have a specific policy regarding the separation of the Chairman and CEO roles, as it believes it is in the company’s best interests to make that determination from time to time based on the position and direction of Mastercard and the composition of the Board. We have had an independent Chairman since our initial public offering, and the Board believes having both separate Chairman and CEO positions and an independent Chairman continues to be appropriate for Mastercard at this time. This structure enables the CEO to focus on the operation of our business, while the
 
Chairman focuses on governance and leadership of the Board in fulfilling its obligations to Mastercard and our stockholders.
The Board holds regularly scheduled meetings of independent directors in executive session without management present and may meet more frequently upon request of any independent director. The Chairman ordinarily presides at these sessions.
Director business and region visits
Our Board members meet periodically with senior managers throughout our global business. The Board holds meetings at our headquarters, as well as at our various business offices around the world. This provides directors with the opportunity to meet with local/regional employees and stakeholders, such as policymakers, government and business leaders, and customers that are strategically important to our business. Through these meetings, our directors gain firsthand understanding of the culture and the issues and challenges we face in each region and learn how they tie into our strategic goals.
Board and committee member attendance
The Board held five meetings during 2018. During 2018, each director attended 75% or more of the aggregate of: (a) the total number of Board meetings held during the year and (b) the total number of meetings held by all committees of the Board on which such director served during the year (during the period for which he or she was a director/committee member).
We encourage directors to attend our annual meeting. All Board members attended our 2018 annual stockholders’ meeting.


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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 at https://investor.mastercard.com/investor-relations/corporate-governance/board-committees/default.aspx.
Audit Committee
Steven J. Freiberg
Chairman
Number of meetings in 2018 
9
Other committee 
members:
•    Silvio Barzi*
•    David R. Carlucci
•    Richard Haythornthwaite
•    Rima Qureshi
•    Jackson Tai
Primary responsibilities
The Audit Committee assists our Board in its oversight of:
•    The quality and integrity of Mastercard’s financial statements
•    Mastercard’s compliance with legal and regulatory requirements
•    The qualifications, performance and independence of Mastercard’s independent registered public accounting firm
•    Risk assessment and risk management
•    The performance of Mastercard’s internal audit function
•    The quality of Mastercard’s internal controls
 
Independence 
Each committee member has been determined by the Board to qualify as independent under the independence criteria established by the SEC and the NYSE. The Board also has determined that each committee member is “financially literate” within the meaning of the NYSE listing standards. No committee member simultaneously serves on the audit committee of more than three public companies as defined in the NYSE Listed Company Manual.
Audit committee financial experts 
The Board has identified each of Mr. Freiberg and Mr. Tai as an “Audit Committee financial expert” under the applicable SEC rules based on their experience and qualifications.





* through the date of the Annual Meeting
 
Human Resources & Compensation Committee
José Octavio Reyes Lagunes
Chairman
Number of meetings in 2018 
5
Other committee 
members:
    Silvio Barzi*
•    Richard K. Davis
•    Steven J. Freiberg
•    Julius Genachowski
•    Merit E. Janow
•    Oki Matsumoto
Primary responsibilities
The HRCC is primarily responsible for:
•    Ensuring that Mastercard’s compensation and benefit programs are fair and appropriate, as well as designed to attract, retain and motivate employees
•    Ensuring that pay practices are consistent with our stated compensation strategy, are reasonable in view of our economics, take into consideration the relevant practices of similar companies and are consistent with the requirements of appropriate regulatory bodies
•    Determining annual and long-term goals for Mastercard and ensuring that value transferred to the CEO.
 
as well as key executives, through cash or stock-based awards are commensurate with levels of performance
•    Ensuring that we have a thorough succession planning process
•    Providing direction and perspective to management on strategies with significant human resources implications
Independence 
Each committee member has been determined by the Board to qualify as independent under the independence criteria established by the SEC and the NYSE, is a non-employee director for purposes of Rule 16b-3 under the Exchange Act and is an outside director for purposes of Section 162(m) of the Internal Revenue Code.
To learn more about how Mastercard considers and determines executive and non-employee director compensation, including the role of executive officers and the compensation consultant, see “Compensation discussion and analysis” beginning on pg 64.
* through the date of the Annual Meeting

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2019 MASTERCARD PROXY


CORPORATE GOVERNANCE

Nominating & Corporate Governance Committee
Nancy Karch*
Chairman
Number of meetings in 2018 
5
Other committee 
members:
•    David R. Carlucci
•    Choon Phong Goh
•    Richard Haythornthwaite
•    Merit E. Janow
•    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
•    Considering issues significant to Mastercard concerning corporate social responsibility and diversity initiatives and any issues raised by stockholders
Independence 
Each committee member has been determined by the Board to qualify as independent under the independence criteria established by the NYSE.




* through the date of the Annual Meeting
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 most recently used a third-party facilitator in 2016.
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, director contributions and the like. Our independent Chairman of the Board and NCG Chairman review the results and share them with each committee chairman. Our Chairman meets individually with various Board members and organizes and summarizes the responses and recommendations for discussion with the Board. Each committee reviews its own assessment as well.
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 chairman. 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.

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CORPORATE GOVERNANCE

 
 
 
 
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BOARD OF DIRECTORS
Oversees major risks
•    Strategic and competitive
•    Financial
•    Brand and reputational
•    Legal and regulatory
•    Operational
•    Cybersecurity
•    CEO succession planning
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Audit Committee
 
Human Resources & Compensation Committee
 
Nominating & Corporate Governance Committee
Primary risk oversight
 
Primary risk oversight
 
Primary risk oversight
•    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
•    Internal controls
 
•    Employee compensation policies and practices
•    Non-executive director compensation policies and practices
•    Succession planning
 
•    Governance structure and processes
•    Legal and policy matters with potential significant reputational impact
•    Stockholder concerns (including sustainability and diversity)
MANAGEMENT
Key risk responsibilities
Business units
 
Central functions
 
Internal audit
    Identify and manage business risks
 
    Design risk framework, including setting boundaries and monitoring risk appetite
 
•    Provides independent assurance on design and effectiveness of internal controls and governance processes

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CORPORATE GOVERNANCE

Following are the key processes by which the Board and its committees oversee risk:
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 (“CFO”), 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 open and candid 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. 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 under “Executive compensation–Compensation discussion and analysis–Risk assessment” (pg 81).
 
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, sustainability 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, fairness and non-discrimination.
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 also maintain a business continuity program and cyber insurance coverage.
 

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CORPORATE GOVERNANCE

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/investor-relations/corporate-governance/policies-and-reports/default.aspx.
 
 
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Request copies (free of charge) by writing to:
Janet McGinness
Corporate Secretary
Mastercard Incorporated
2000 Purchase Street
Purchase, NY 10577

 
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 (including executive officers) 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, senior executives (including named executive officers) and other individuals with access to material non-public information about Mastercard are prohibited from engaging in transactions in Mastercard securities during blackout periods (other than in accordance with a pre-approved Rule 10b5-1 trading plan), and directors and senior executives are required to pre-clear any transactions in Mastercard securities.
We have a policy governing 10b5-1 plans. Under this policy, we permit all directors and employees to enter into 10b5-1 plans and require all executive officers and certain of our other senior executives to do so. All plans must have a 45-calendar day moratorium (or “cooling-off” period) between entering into a plan and the start of trading under that plan, and no plan may be longer than 12 months.

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Communicating with the Board
Stockholders and other interested parties may contact any or all Board members (including our independent Chairman or the non-management directors as a group), any of its committees or any committee chairman 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 Chairman, the HRCC Chairman or the NCG Chairman.
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 Chairman 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
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 Chairman (and, if the Chairman 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://s2.q4cdn.com/242125233/files/doc_downloads/corporate_compliance/2017/Whistleblower-Policy.pdf.

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Director independence and related party 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/investor-relations/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 the course of its determination regarding 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.
 
Based on its review of all of the relevant facts, the Board affirmatively determined that each of our current directors and director nominees is independent under NYSE listing standards and our Corporate Governance Guidelines, except for Mr. Banga (our President and CEO).
Certain relationships and related party transactions
Board approval of related party transactions
The Code of Conduct requires that any transaction that exceeds $120,000 between Mastercard and a related party, or 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 party transactions
There are no related-party transactions required to be reported under the applicable SEC rules.

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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 Messrs. Freiberg and 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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Director compensation
Mastercard uses a combination of cash and stock-based compensation to attract and retain qualified individuals to serve on our Board. 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, FW Cook, 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 an employee director of the company, Mr. Banga receives no such compensation for service on our Board or any of its committees.
2018 director compensation
In June 2018, the Board approved certain changes to director compensation proposed by the HRCC that were developed in consultation with the HRCC’s independent consultant and became effective July 1, 2018. The following table describes the components of 2018 director compensation:
Annual compensation for Board service
Role
 
Cash
 
Equity
Non-employee directors
 
$100,000
 
$195,000
Chairman of the Board
 
$180,000
 
$275,000
 
 
 
 
 
Additional compensation for committee service
Committee
 
Chair
 
Member
Audit
 
$30,000
 
$15,000
HRCC
 
$25,000
 
$10,000
NCG
 
$20,000
 
$10,000
 
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, 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 immediately vested and in the form of restricted stock or deferred stock units (“DSU”) under Mastercard’s Amended and Restated 2006 Non-Employee Director Equity Compensation Plan. Each director selects the form of his or her award during an annual election process.
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.

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2018 total director compensation
The following table summarizes the total compensation earned in 2018 by each of our current non-employee directors:
Name
 
Fees earned or paid in cash 
($)
 
Stock
awards 
($) 1,2
 
All other
compensation  
($) 3
 
Total 
($)
(a)
 
(b)
 
(c)
 
(d)
 
(e)
Richard Haythornthwaite, Chairman of the Board
 
205,000
 
275,044
 
10,256
 
490,300
Silvio Barzi
 
125,000
 
195,085
 
7,864
 
327,949
David R. Carlucci
 
125,000
 
195,085
 
15,000
 
335,085
Richard K. Davis
 
64,166
 
195,085
 
 
259,251
Steven J. Freiberg
 
137,500
 
195,085
 
15,000
 
347,585
Julius Genachowski
 
110,000
 
195,085
 
9,700
 
314,785
Choon Phong Goh
 
82,500
 
241,386
 
 
323,886
Merit E. Janow
 
120,000
 
195,085
 
13,500
 
328,585
Nancy Karch
 
120,000
 
195,084
 
12,492
 
327,576
Oki Matsumoto
 
110,000
 
195,085
 
 
305,085
Rima Qureshi
 
115,000
 
195,085
 
 
310,085
José Octavio Reyes Lagunes
 
122,500
 
195,085
 
 
317,585
Gabrielle Sulzberger
 
9,166
 
113,954
 
15,000
 
138,120
Jackson Tai
 
125,000
 
195,085
 
15,000
 
335,085
1 
Effective July 1, 2018, the annual equity retainer for Board service was increased by $10,000.
2 
Amount 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 2018. The share price used for converting the grant made on June 26, 2018, the date of the 2018 annual meeting of stockholders, was the closing price of our common stock on the NYSE on that date ($196.46 per share). Mr. Haythornthwaite’s award represents 1,400 shares of restricted stock, Mr. Reyes’ award represents 993 shares of restricted stock, and Mr. Goh’s award represents a partial year award of 265 DSUs granted upon appointment to the Board and an annual award of 993 DSUs. Ms. Sulzberger’s award includes a partial year award of 543 DSUs granted upon appointment to the Board. Awards to all the other Board members represent 993 DSUs per director. All stock awards, including restricted stock, are subject to a minimum four-year transfer restriction.
3 
Amount represents company-paid charitable matching contributions.

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The following table further describes the fees paid in cash to each non-employee director for 2018, 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, Chairman of the Board
 
180,000
 
15,000
 
 
10,000
 
205,000
Silvio Barzi
 
100,000
 
15,000
 
10,000
 
 
125,000
David R. Carlucci
 
100,000
 
15,000
 
 
10,000
 
125,000
Richard K. Davis
 
58,333
 
 
5,833
 
 
64,166
Steven J. Freiberg1
 
100,000
 
27,500
 
10,000
 
 
137,500
Julius Genachowski
 
100,000
 
 
10,000
 
 
110,000
Choon Phong Goh
 
75,000
 
 
 
7,500
 
82,500
Merit E. Janow
 
100,000
 
 
10,000
 
10,000
 
120,000
Nancy Karch
 
100,000