Document


			Dear Fellow Stockholder: April [ ], 2022
Mastercard is well-positioned for this changing world. The fundamentals of our business remain strong.			When we sat down to write this letter, one thing was obvious: This would not be a typical annual message. The past two years have been unlike anything we have experienced before. In 2021, we started to emerge from the pandemic with the promise of vaccines and therapeutics. The world began navigating a new normal. New habits formed. We developed new expectations. People and businesses entered 2022 living a more digital life. The ability to connect immediately and across great distances has accelerated at a faster pace than anyone would have predicted. This sparked new ideas, opened new opportunities, encouraged new growth and connected entrepreneurs with new customers. Yet, just as the world began to look toward a new day and come out of the pandemic, Russia invaded Ukraine, resulting in a dire humanitarian situation and a call for the global community to come together. Optimism amidst a challenging environment In this unprecedented moment in Ukraine, our immediate focus has been and continues to be our people. Their well-being has been our top priority and has guided our actions. We leaned into our strengths — our diverse global footprint and our teams’ creativity and focus — to support our employees, customers and the communities we serve. We're very proud of these efforts — their volunteering, their contributions to our non-governmental organization partners, and the activation of our partnerships to help people pay and send money when they needed it most. Even in the darkest days of the past several months, we had an eye toward the future. We thought about where we — and the world — would go from here. It was clear that doing well by doing good could strengthen bonds across communities and support a path for shared prosperity. Mastercard is well-positioned for this changing world. The fundamentals of our business remain strong. We're staying ahead of technology trends and regulation, investing in the future of our network operations and engaging with partners. We are working to keep our data assets, data infrastructure and data-rich platforms ahead of our customers’ needs, to help them realize the true potential of IoT, 5G and edge computing. All this positions us well to provide value to our customers and markets around the world. Strong foundation for growth In our investment community meeting last fall, we emphasized the continued relevance of our Grow-Diversify-Build strategy. It has stood the tests of the past decade. It has allowed us to embrace the core of what we do — connecting buyers and sellers, sparking insights, pushing the boundaries of creativity. And it will serve as a foundation for tomorrow’s possibilities. That starts by focusing on the most significant growth opportunities for the short and long term — expanding in payments, extending our services and embracing new networks.


Payments. Payments are the engine that runs Mastercard. We’re doubling down on this capability by consistently adding new features, like Mastercard Installments, which allows lenders to provide buy now, pay later services (BNPL). Since announcing this program last fall, we’ve seen leading brands partner with us to offer their customers greater choice in how they pay. We’ve also expanded the places where people can use contactless cards and digital wallets. Contactless penetration reached half of our in-person switched transactions globally during the fourth quarter of 2021. That’s up from one-third prior to the pandemic. We’re also growing in remittances, disbursements and real-time payments. We are well-positioned to take advantage of a multi-year secular shift to convert payments from cash to digital. We’re making sure we leave no white spaces uncontested in payments, emphasizing the power of our global franchise and using our strengths in data privacy and consumer trust. Services. For years, we’ve delivered value in and beyond transactions with our wide range of service capabilities. This work makes us a better partner. It differentiates our business and diversifies our revenue, helping us grow in new areas and go deeper in payments. For example, our cybersecurity software protects small businesses. Our analytics and Economics Institute help businesses make smarter, faster decisions. And we’ll add to this our recently completed acquisition of Dynamic Yield, strengthening our consumer engagement and loyalty services. Our consultants work hand in hand with governments on new payment platforms. Services in 2021 represented roughly 35% of our net revenue and grew at 25% year-over-year on a currency-neutral basis. New networks. We see opportunities for using our expertise in running multilateral networks to expand into adjacent spaces, both before and after a payment is made. We’re developing networks for open banking to help people more easily use and benefit from their financial data. That can be seen in how we are using advanced data analytics and machine learning to make the payment experience safer and smarter. And we’re building a digital identification network, understanding that in the new digital economy, people, companies and governments all will need digital identification with the strongest security. Fueling the power of partnerships Our partnerships are essential to our success. The more partnerships we develop and the closer those connections, the stronger we are. We strive to understand our customers’ and our partners’ goals, needs and aspirations. They are relationships of mutual respect, mutual growth and mutual trust. As a result, trust builds and strengthens over time, creating a virtuous circle of innovation to help our customers and people around the world. This ecosystem is strengthened and governed by our franchise rules and standards, ensuring that the experience is predictable and safe time and again. Partnerships don’t just happen. They start with people. We have some of the best and brightest people across all parts of our business. Every day we are inspired by their values and their commitment to each other and to delivering for our customers. They set the bar high, they take ownership, and they work with decency and humanity. Our global teams execute on our strategy in a way that creates the win-win scenario that’s so important in partnerships. Look at Mastercard Installments and BNPL. They’re about using our open-loop model, brand and franchise to fuel innovation and drive scale for mutual success. Driven by purpose, delivering impact We’ve recognized for a long time that Mastercard thrives when economies thrive. Economies are successful when growth is sustainable and inclusive and when prosperity is shared. We do not look at our purpose as an “add-on.” These activities						The more partnerships we develop and the closer those connections, the stronger we are.


We believe we have the right strategy, the right focus and the right people for this next era of Mastercard.	are embedded in our business, and we seek to make our contributions sustainable by using our technology to deeply engage our customer base, our industry and governments. In an increasingly interconnected world, we know we must use our resources to help people and the planet. It’s the right thing to do, and it’s very much in our interest to do so. This has informed our long-standing commitment to financial inclusion and inclusive growth — to bring 1 billion people, 50 million small businesses and 25 million women-run businesses into the digital economy. That is why we focus on helping people maximize the financial tools available to them. We also know that our impact can’t stop there. We must do what we can to support our people, our communities and our environment. That is why we pledged to reach net-zero emissions in our supply chain by 2040. This goal builds on Science Based Targets initiative-approved goals to reduce greenhouse gases, a first for the payments industry. That is why we joined with Conservation International and World Resources Institute to launch the Priceless Planet Coalition in 2020. We are now working together to restore 100 million trees by 2025. That is why we’re supporting small businesses around the world affected by the pandemic with a $250 million commitment, and we’re using a $500 million commitment to narrow the racial wealth and opportunity gap in the U.S. All of these innovations promote a more inclusive society for all people. We believe sustainability and growth complement each other and are not competitors. Our relentless commitment We believe we have the right strategy, the right focus and the right people for this next era of Mastercard. For many years, our company has powered economies and empowered people. That is seen in how we continually and consistently deliver for our customers and the way we approach our partnerships to deliver value and scale. It is also reflected in the way we support our people so they can be the most creative and most innovative. That is what makes Mastercard so valuable. It’s in our ability to deliver today while thinking about the needs and opportunities of tomorrow. And that’s our ongoing commitment to you — to create value and have a lasting and positive impact. Thank you for your support. Sincerely,

	Merit E. Janow Board Chair	Michael Miebach President and CEO

Notice of 2022 annual meeting of stockholders

When

Tuesday, June 21, 2022
at 8:30 a.m. (Eastern time)

Record date

April 22, 2022

Who can vote

Holders of Mastercard’s Class A common stock at the close of business on April 22, 2022

Location

Live webcast at:

www.virtualshareholdermeeting.com/MA2022

Dear Stockholder:

You are invited to attend the Annual Meeting of Stockholders of Mastercard Incorporated (Annual Meeting), which will be held virtually on Tuesday, June 21, 2022 at 8:30 a.m. (Eastern time) at www.virtualshareholdermeeting.com/MA2022.

Items of business

Board vote

recommendation

For more
information

Election of the 13 nominees named in the proxy statement to serve on Mastercard’s Board of Directors

FOR each director nominee

See pg 23

Advisory approval of Mastercard’s executive compensation

FOR

See pg 66

Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Mastercard for 2022

FOR

See pg 110

Approval of an Amendment to the Certificate of Incorporation to enable adoption of a stockholders’ right to call special meetings of stockholders

FOR

See pg 114

5-8

Stockholder proposals

☒

AGAINST

See pg 118

Annual meeting website and voting in advance

We have created an annual meeting website to make it easy for you to access our Annual Meeting materials at www.mastercardannualmeeting.com. There you will find an overview of the voting items, the proxy statement and the annual report to read online or download, as well as a link to vote your shares.

Your vote is important. Please vote as soon as possible by one of the methods shown below. Be sure to have your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials in hand and follow the below instructions:

By telephone

You can vote your shares by calling 800.690.6903 toll-free

By Internet

You can vote your shares online at www.proxyvote.com

By mail

Complete, sign, date and return your proxy card or voting instruction form in the postage-paid envelope provided


Attending the Annual Meeting As a result of the global Covid-19 pandemic, we held our Annual Stockholder Meetings in 2020 and 2021 virtually. Based on our experience over the last two years, our Board and management believe that holding our annual meeting in a virtual format offers a wider group of stockholders the opportunity to participate in the meeting. Our Board intends to continue with the use of the virtual meeting format. The Annual Meeting will be a virtual-only meeting held on June 21, 2022 at 8:30 a.m. Our Board takes the following steps to ensure adequate participation: •Stockholders are able to vote their shares electronically online during the meeting by logging in to the secured website at www.virtualshareholdermeeting.com/MA2022 and logging in using their unique 16-digit control number •Stockholders may submit appropriate questions in advance of the meeting by submitting a question under the “Questions for Management” tab at proxyvote.com •Stockholders may submit appropriate questions during the meeting by entering a question in the Q&A field •We will respond to appropriate questions as time permits; we expect to address unanswered appropriate questions on our investor relations site in due course. If substantially similar questions are received, management may group them together and provide a single response to avoid repetition and allow time for additional topics to be discussed			•Additional rules of conduct will be posted in advance on the “Investor Relations” section of the company’s website at https://investor.mastercard.com •Those without a control number may attend as guests of the meeting but will not have the option to vote their shares, ask questions or otherwise participate in the Annual Meeting Stockholders are encouraged to log in to the webcast up to 15 minutes before the virtual Annual Meeting’s start time. You can find more information under “About the Annual Meeting and voting” on pg 131 of the proxy statement that follows. Audio webcast In addition to participating in the virtual Annual Meeting, you can listen to a live audio webcast of our virtual Annual Meeting by visiting https://investor.mastercard.com/overview/default.aspx, the “Investor Relations” page of our website, beginning at 8:30 a.m. (Eastern time) on June 21, 2022. Date of mailing We will begin mailing our Proxy Materials on or about April [ ], 2022. Unless you attend (and vote at) the virtual Annual Meeting, Mastercard must receive your vote either by telephone, Internet, proxy card or voting instruction form by 11:59 p.m. (Eastern time) on June 20, 2022 for your vote to be counted. Telephone and Internet voting facilities will close at that time. Voting by telephone or Internet or by returning your proxy card or voting instruction form in advance of the virtual Annual Meeting does not deprive you of your right to attend or vote at the virtual Annual Meeting.
			By Order of the Board of Directors

			Janet McGinness Corporate Secretary Purchase, New York April [ ], 2022
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS Mastercard Incorporated’s Proxy Statement for the 2022 Annual Meeting of Stockholders (the Proxy Statement) and the 2021 Annual Report on Form 10-K (the 2021 Form 10-K) are available at www.proxyvote.com.


Our Board nominees

Director
since

Committee membership

Name

Age

Primary occupation

Audit

HRCC

NCG

Merit E. Janow, Board Chair

2014

Dean Emerita , School of International and Public Affairs, and Professor of Practice, International Economic Law and International Affairs, Columbia University

●

Candido Bracher

2021

Former CEO, Itaú Unibanco Group

Richard K. Davis

2018

CEO, Make-A-Wish America

Julius Genachowski

2014

Managing Director, The Carlyle Group

●

Choon Phong Goh

2018

CEO, Singapore Airlines Limited

●

Oki Matsumoto

2016

Founder, Chairman and CEO, Monex Group, Inc.

●

Michael Miebach

2021

President and CEO

Youngme Moon

2019

Donald K. David Professor of Business Administration, Harvard Business School

●

Rima Qureshi

2011

Executive Vice President and Chief Strategy Officer, Verizon Communications Inc.

●

Gabrielle Sulzberger

2018

Senior Advisor, Two Sigma Impact

●

Jackson Tai

2008

Former Vice Chairman and CEO, DBS Group and DBS Bank, Ltd.

●

Harit Talwar

2022

Former Partner and Chairman of Consumer Business (Marcus), Goldman Sachs

●

Lance Uggla

2019

CEO, BeyondNetZero

●

Stockholder engagement

Management and, where appropriate, directors engage with stockholders through various means, including in the boardroom, at conferences, and via video conference and telephone on a variety of topics. The exchanges we and our Board have had with stockholders provide us with a valuable understanding of our stockholders’ perspectives and meaningful opportunities to share views with them.

Sustainability engagement

We welcome the views of a broad range of stakeholders who serve as critical partners in identifying our key sustainability areas of impact. We regularly engage with these stakeholders to better understand their views and sustainability concerns and ensure we are prioritizing issues important to both our stakeholders and our long-term business success.

Commitment to transparency

Our website disclosures address critical matters of interest to our stakeholders, including our commitment to social responsibility.

•Business strategy

•Compensation practices

•Data privacy

•Our response to COVID-19

•Talent and culture

•Sustainability

•Risk oversight

•Board refreshment

•Diversity, equity and inclusion

•Employees, financial institutions, merchants and customers

•Stockholders

•Suppliers

•Governments and regulators

•International organizations

•Community and non-governmental organizations

•Human Rights Statement

•Modern Slavery Statement

•Center for Inclusive Growth

•Global Tax Principles

•Political activity/political spending

•Sustainability Report

•Sustainability Bond Report

•Diversity, equity and inclusion

•Talent and culture

•Privacy and data protection

Engagement and transparency

The following are our key financial and operational highlights for 2021, including growth rates over the prior year:

GAAP

Net revenue

Net income

Diluted EPS

$18.9B

$8.7B

$8.76

23%

35%

38%

NON-GAAP1 (currency-neutral)

Net revenue

Adjusted net income

Adjusted diluted EPS

$18.9B

$8.3B

$8.40

22%

28%

30%

Gross dollar volume
(growth on a local currency basis)

Cross-border
volume growth
(on a local currency basis)

Switched transactions

$7.7T

112.1B

up 32%

up 21%

up 25%

1 Non-GAAP results exclude the impact of gains and losses on equity investments, Special Items and/or foreign currency. Refer to the Appendix for the reconciliation to the most direct comparable GAAP financial measures and our reasons for presenting them.

Capital returned to stockholders in 2021

Cash flow from operations

Total

Repurchased shares

Dividends paid

2021

$7.6B

$5.9B

$1.7B

$9.5B

Our strong performance over the years has resulted in substantial stock price appreciation.

Comparison of cumulative five-year total return*

* 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


Stock price at IPO May 2006	Stock price December 31, 2021	Increased by more than

$3.90	$359.32	92 times

Each year, Mastercard provides stockholders with a say-on-pay advisory vote on its executive compensation program. In 2021, we also engaged with stockholders to explain the HRCC’s decisions with respect to 2020 compensation in response to the COVID-19 pandemic and to understand stockholders’ perspectives on our executive compensation program and policies, as well as their general views on our pay structure and organization.


We actively engaged with stockholders owning approximately 45% of our stock.			Last year, our outreach efforts, which in many cases included our HRCC chair and Lead Independent Director, occurred in the spring leading up to our annual meeting and again in the fall after our annual meeting. We actively engaged with stockholders owning approximately 45% of our stock.

As is the case each time we engage, the directors found investors’ feedback to be candid and robust across a wide range of topics. The Committee continues, as always, to consider investor feedback in making decisions related to our executive compensation programs.

At our 2021 annual meeting of stockholders, more than 75% of votes cast for the say-on-pay proposal were in favor of our executive compensation program and policies. Even though this result indicates significant stockholder support for our executive compensation program and practices, it represents a decline in support from the 95+% level of stockholder support we received in prior years. Based on stockholder feedback, investors generally support the design and structure of our executive compensation programs and were concerned primarily about modifications made to our executives’ long-term incentive plan targets under the 2018 Performance Share Unit (PSU) awards


Investors acknowledge the importance of attracting, retaining and engaging the leadership talent required to execute the company’s business strategy.			While investors were usually not prescriptive about compensation practices, they felt such modifications should be considered only in extraordinary circumstances and within relatively narrow limits. Investors acknowledge the importance of attracting, retaining and engaging the leadership talent required to execute the company’s business strategy.


What we heard from investors						How we responded
Executive retention was a key focus						We successfully retained our top executives during 2021
Alignment with stockholder experience valued						We utilize a relative TSR modifier in our PSU program to enhance the link and alignment between stockholders and employees
The need to provide flexibility under the PSU program to accommodate unexpected volatility was acknowledged						•Replaced the three-year compound annual growth rate targets for the financial components of the program with three individually set annual targets established at the onset of the three-year performance period expressed as a growth rate over the previous year’s actual result •Eliminated the design feature that automatically adjusts targets based on the variance between forecasted and actual Personal Consumption Expenditure (PCE) over the three-year performance period •Instituted a financial metric payout cap that limits the number of shares earned for financial performance to 100% of the target if performance against the three individually established growth targets yields an above target payout while the three-year compound annual growth rate goal for each metric is not achieved •Continue to use a three-year relative TSR modifier to ensure alignment with stockholder value
Fairness in application of discretion desired						We made a downward adjustment of -12 percentage points to the strategic performance aspect of the corporate score with respect to 2021 compensation
Adjustments should be considered only in extraordinary circumstances						Performance targets under the 2019 PSUs were not modified
ESG modifier well-received						ESG modifier expanded to all employees and further refined with respect to environmental aspect

As described in our 2021 proxy statement and supplemental filings, the HRCC believes the actions it took to modify performance targets under the 2020 annual bonus plan and 2018 PSU plan in response to the COVID-19 pandemic were reasonable to ensure employees were rewarded appropriately for operational performance within their control, particularly in consideration of superior stockholder returns over the three-year period ending December 31, 2020. We understand, however, the concerns of our stockholders related to these actions and have carefully considered their views in determining performance and pay outcomes under COVID-19 impacted incentive plans, including our 2019 PSUs, and designing our 2022 programs.


The performance targets under the 2019 PSUs were not modified.			Based on actual performance over the three-year performance period, the 2019 PSUs were forfeited. The performance targets under the 2019 PSUs were not modified, though they were similarly impacted by COVID-19 as the 2018 PSUs (see pg 82 for more information).

Additionally, beginning in 2022, we revised our PSU program to improve its durability in increasingly volatile markets and reduced the role of potential

modifications that might otherwise be considered to align pay with reasonably controllable operating performance in the future, including:

•Replaced the three-year compound annual growth rate targets for the financial components of the program with three individually set annual targets established at the onset of the three-year performance period expressed as a growth rate over the previous year’s actual result

•Eliminated the design feature that automatically adjusts targets based on the variance between expected and actual PCE over the three-year performance period

•Instituted a financial metric payout cap that limits the number of shares earned for financial performance to 100% of the target if performance against the three individually established growth targets yields an above-target payout while the three-year compound annual growth rate goal for each metric is not achieved

(For more information on 2022 PSU program changes, see pgs 81 and 83.)

We believe these actions reflect stockholder feedback and create a more sustainable alignment of stakeholder interests, including those of our stockholders and our employees against the backdrop of continuing economic fluctuations and accelerating human capital concerns.

Leadership transition

On January 1, 2021, Mr. Miebach succeeded Mr. Banga as CEO, at which time Mr. Banga became Executive Chairman as part of our carefully planned leadership transition. Mr. Banga’s primary responsibilities as Executive Chairman included:

•facilitating a smooth transition from a CEO and Executive Chairman management structure to a CEO and Non-Executive Chairman structure;

•maintaining key relationships with external stakeholders, such as clients and regulators;

•managing and presiding over Board meetings;

•overseeing the adequacy of information available to directors, including by ensuring the Board oversees key developments and issues critical to the company;

•facilitating effective communication between the Board and our stockholders, including by, among other things, presiding over the annual meeting, and any special meetings’ of stockholders;

•working with the Lead Director, CEO and Corporate Secretary to set Board meeting agendas; and

•providing advice and counsel to the CEO.

As a management director, Mr. Banga was not compensated for his Board service.

In determining Mr. Banga’s 2021 compensation, the HRCC reduced his total compensation by 37% (as shown in the Summary Compensation Table on pg 92) and maintained shareholder alignment by providing the majority of his compensation as performance-based long-term incentives. Additionally, Mr. Banga was not eligible for a bonus in 2021 and continued to significantly exceed the stock ownership requirements.

Mr. Banga retired from the company on December 31, 2021. The Board decided it would be in the best interests of stockholders to retain Mr. Banga as a consultant through the end of 2022. The Board determined that the protracted length of the pandemic had continued to adversely restrict executives’ ability to transition important stakeholder relationships. Mr. Banga will continue to transition his relationships with these key clients and influencers around the world to Mr. Miebach through the end of 2022.

In this arrangement, Mr. Banga, serving as a consultant, will receive $3 million plus reasonable expenses to complete this part of the leadership transition plan. This consulting arrangement terminates on December 31, 2022.

Highlights of our accomplishments in 2021

Leveraging our core values to make our company the place where the best people choose to be

Responsibly managing our environmental footprint and activating collective action to preserve the environment through solutions

•Expanded new flexibility and well-being offerings, introducing four “work from elsewhere” weeks annually, quarterly meeting-free days and end-of week flextime year round

•Evolved our talent acquisition model to introduce “always on” sourcing and deployment capabilities to ensure we have a continuous flow of talent with the right skills to execute our business strategy

•Expanded our pro bono, purpose-based development opportunities to our employees, connecting their skills and expertise with our non-profit partners

•Accelerated our commitment to reach net-zero by 2040

•Leveraged the Priceless Planet Coalition to engage more than 85 global partners to support the effort of restoring 100 million trees by 2025

•Integrated the Mastercard Carbon Calculator across our global network, enabling banks to help consumers see their estimated carbon footprint and understand the environmental impact of their spending

•Launched the Sustainability Innovation Lab, an innovation hub that focuses exclusively on sustainability-oriented products and solutions

Building our operations around decency, integrity and respect

Powering an inclusive and secure digital economy that benefits everyone, everywhere

•Doubled our broader commitment from 500 million to 1 billion more individuals included in the financial mainstream and reached over 675 million toward our 1 billion objective

•Advanced our financial inclusion goal by adding 25 million micro and small businesses to the digital economy since 2020, reaching 50% of our goal of adding 50 million merchants by 2025

•Expanded our City Key program, which promotes financial inclusion solutions, to help our government partners scale and provide financial support for more than 2.4 million people in 2021

•Continued requiring employees to complete annual compliance training courses on Code of Conduct, anti-money laundering, economic sanctions, privacy compliance, information security, insider trading and workplace conduct, including sexual harassment and discrimination

•Disclosed our global tax guidelines pursuant to which we ensure that we only engage in transactions or tax planning that are aligned with our core principles

•Continued to conduct third-party evaluations of our information security program to benchmark our programs against recognized global security standards, the results of which are shared with our Board of Directors

Mastercard makes payments easier and more efficient by providing a wide range of payment solutions and services using our family of well-known and trusted brands, including Mastercard®, Maestro® and Cirrus®. We operate a multi-rail payments network that provides choice and flexibility for consumers and merchants. Through our unique and proprietary core global payments network, we switch (authorize, clear and settle) payment transactions. We have additional payment capabilities that include automated clearing house transactions (both batch and real-time account-based payments). Using these capabilities, we offer integrated payment products and services and capture new payment flows. Our value-added services include, among others, cyber and intelligence solutions to allow all parties to transact easily and confidently, as well as other services that provide proprietary insights, drawing on our principled use of consumer and merchant data. Our franchise model sets the standards and ground rules that balance value and risk across all stakeholders and allows for interoperability among them. Our payment solutions are designed to ensure safety and security for the global payments ecosystem.

Our key strategic priorities

We remain committed to our strategy to grow our core payments network, diversify our customers and geographies, and build new capabilities through

a combination of organic and inorganic strategic initiatives. We are executing on this strategy through a focus on three key priorities:

• expand in payments for consumers, businesses and governments

• extend our services to enhance transactions and drive customer value

• embrace new network opportunities to enable open banking, digital identity and other adjacent network capabilities

Our priorities support and build upon each other and are fundamentally interdependent.

Expand in payments. We continue to focus on expanding upon our core payments network to enable payment flows for consumers, businesses, governments and others, providing them with choice and flexibility to transact across multiple payment rails (including cards, real-time payments and account-to-account) while ensuring that all payments are made safely, securely and seamlessly.

We do so by:

•Driving growth in consumer purchases with a focus on accelerating digitization, growing acceptance and pursuing an expanded set of use cases, including through partnerships

•Capturing new payment flows by expanding our multi-rail capabilities and applications to penetrate key flows such as disbursements and remittances (through Mastercard Send™ and Cross-Border Services), business-to-business (including Mastercard Track Business Payment Service™ and areas beyond payments such as enablement of supply chain financing) and consumer bill payments

•Leaning into new payment innovations such as our planned launch in 2022 of Mastercard Installments, our BNPL solution, and developing solutions that support digital currencies and blockchain applications

Extend our services. Our services drive value for our customers and the broader payments ecosystem. We continue to do that, as well as diversify our business, by extending our services, which include cyber and intelligence solutions, insights and analytics, test and learn, consulting, managed services, loyalty, processing and payment gateway solutions for e-commerce merchants. As we drive value, our services help accelerate our top-line financial performance by supporting revenue growth in our core payments network.

We extend our services by:

•Enhancing the value of payments by making payments safe, secure, intelligent and seamless

•Expanding services to new segments and use cases to address the needs of a larger set of customers, including financial institutions, merchants, governments, digital players and others, while expanding our geographic reach

•Supporting and strengthening new network capabilities, including expanding services associated with digital identities and deploying our expertise in open banking and open data, including with improved analytics

Embrace new network opportunities. We are building and managing new adjacent network capabilities to power commerce, creating new opportunities to develop and embed services.

We do so by:

•Applying our open banking solutions to help institutions and individuals exchange data securely and easily, by enabling the reliable access, transmission and management of consumer data (including for opening new accounts, securing loans, increasing credit scores and enabling consumer choice in money movement and personal finance management)

•Enabling digital identity solutions, including device intelligence, document proofing, internet protocol intelligence, biometrics, transaction fraud data, location, identity attributes and payment authorization to make transactions across individual devices and accounts efficient, safe and secure

Our priorities support and build upon each other and are fundamentally interdependent:

•Payments provide data and distribution to drive scale and differentiation in services and enable the development and adoption of new network capabilities

•Services improve the security, efficiency and intelligence of payments, improve portfolio performance, differentiate our offerings and strengthen our customer relationships. They also power our open banking and digital identity platforms

•New network opportunities strengthen our digital payments value proposition, including improved authentication with digital identity, and provide new opportunities to develop and embed services in our expanding product offerings

Powering our success

These priorities are supported by six key drivers:

People. 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. Our people and our winning culture are based on decency, respect and inclusion where people have opportunities to perform purpose-driven work that impacts communities, customers and co-workers on a global scale. The diversity and skill sets of our people underpin everything we do.

Brand. Our brands and brand identities (including our sonic brand identity) serve as a differentiator for our business, representing our values and enabling us to accelerate growth in new areas.

Data. We use our data assets, infrastructure and platforms to create a range of products and services for our customers while incorporating our data principles in how we design, implement and deliver those solutions. Our Privacy by Design and Data by Design processes have been developed to ensure we embed privacy, security and data controls in all of our products and services, keeping a clear focus on protecting customers’ and individuals’ data.

Technology. Our technology provides resiliency, scalability and flexibility in how we serve customers. It enables broader reach to scale digital payment services to multiple channels, including mobile devices. Our technology standards, services and governance model help us to serve as the connection that allows financial institutions, financial technology companies (fintechs) and others to interoperate and enable consumers, businesses, governments and merchants to engage through digital channels.

Franchise. We manage an ecosystem of stakeholders who participate in our network. Our franchise creates and sustains a comprehensive series of value exchanges across our ecosystem. We provide a balanced ecosystem where all participants benefit from the availability, innovation, and safety and security of our network and platforms. Our franchise enables the scale of our payments network and helps ensure that our multiple payment capabilities operate under a single governance structure, which can be extended to new opportunities.

Doing well by doing good. We apply the full breadth of our technology, insights, partnerships and people to build a more financially inclusive and sustainable digital economy, with a commitment to diversity, equity and inclusion and a focus on a sustainable future. We are committed to our core values of operating ethically, responsibly and with decency. This commitment is directly connected to our continuing success as a business.


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 131.

Refreshing the Board and nominating directors

Our Nominating and Corporate Governance Committee (NCG) reviews and selects candidates for nomination to our Board in accordance with its charter.

Based on its review, coupled with our age and tenure limits, the NCG determines whether Board refreshment is needed in the near future. The NCG then identifies nominees who would be valuable assets to our Board and to Mastercard. Consistent with the limits of our by-laws, the size of our Board

may fluctuate depending on our evolving strategic needs. As we identify individuals with the right talent and skills, we may seek to have them join our Board. As a result, you may see the Board size fluctuate over time.

You can find out more about our nomination process in the NCG’s charter and our Corporate Governance Guidelines at https://investor.mastercard.com/corporate-governance/board-committees/default.aspx.


Stockholder recommendations of director candidates

			Submit recommendations to: Office of the Corporate Secretary 2000 Purchase Street Purchase, NY 10577 Attention: Janet McGinness
The NCG evaluates stockholder recommendations using the same process it follows for other candidates. Candidate nominations under our by-laws are to be submitted not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting and must meet our by-law requirements. The NCG may request such information from the nominee or stockholders as it deems appropriate.

Nominees for election as directors

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 the Board appoint Candido Bracher and Harit Talwar to serve as directors. Based on that recommendation, the Board appointed Mr. Bracher effective September 9, 2021 and Mr. Talwar effective April 1, 2022. The Annual Meeting will be the first time Messrs. Bracher and Talwar will stand for election by the stockholders. Mr. Bracher and Mr. Talwar each originally were recommended by an executive officer. In addition, as part of our refreshment process, the Board determined that Steven J. Freiberg and José Octavio Reyes Lagunes would not stand for re-election.

Each of our director nominees was approved by the NCG and recommended to the Board for approval following an evaluation of his or her qualifications and prior board service. Each nominee has agreed to be named in this proxy statement and to serve if elected. Should any nominee be unable to serve, the persons designated as proxies reserve full discretion to vote for another person or the Board may reduce its size.

At the Annual Meeting, the Board recommends the election of the following 13 nominees, each to hold office until the next annual meeting of stockholders or until his or her successor is elected and qualified, subject to their earlier resignation, death or removal:


Merit E. Janow, Board Chair
Candido Bracher						Youngme Moon
Richard K. Davis						Rima Qureshi
Julius Genachowski						Gabrielle Sulzberger
Choon Phong Goh						Jackson Tai
Oki Matsumoto						Harit Talwar
Michael Miebach (President and CEO)						Lance Uggla


						C-suite experience including service as a chief executive officer at a publicly traded or private company						12
						Financial & risk including risk management orientation						12
						Sustainability including environmental/climate change, talent and culture, and social responsibility initiatives						12
						Global perspective including significant experience in the geographic regions in which we operate						11
						Public company board experience both U.S. and non-U.S.						11
						Technology, digital & innovation including application of technology in payments, mobile and digital, as well as Internet, retail and social media experience						11
						Consumer including brand, marketing and retail experience and other merchant background						10
						Regulatory & governmental including deep engagement with regulators as part of a business and/or through positions with governments and regulatory bodies						9
						Information security including cybersecurity and data privacy						8
						Payments including within retail banking, payments infrastructure, telecommunications, technology and data						8


Board Chair since January 2022 Former Lead Director January 2021- December 2021 Director since June 2014 Age at Annual Meeting 64			Professor Janow contributes extensive global perspective as a dean and professor of international economic law and international affairs, especially with respect to the Asia Pacific region where she has an extensive background. Her university career, public board service and other initiatives provide significant insight on technology, innovation, digital matters, cybersecurity and sustainability. Professor Janow brings deep experience in dealing with governments and regulatory bodies through both her past government service and her academic career, as well as through her service on not-for-profits and advisory bodies.			Board committees •Nominating and Corporate Governance (Chair) •Audit Current public company boards •Aptiv PLC (Compensation and Human Resources, and Nominating and Governance committees) Additional positions •Lead, Columbia University’s SIPA Tech and Policy Initiative •Board member and proxy committee member of American Funds (a mutual fund family of the Capital Group) (more than 20 funds) •Director of Japan Society and National Committee on U.S.-China Relations •Member, Council on Foreign Relations •Member, Mitsubishi UFJ Financial Group, Inc. global advisory board			Previous experience •Several leadership positions at Columbia University (since 1994), including Dean, SIPA; 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 •Past chairperson, Nasdaq Stock Market, Inc. Past public company boards •Trimble Inc.


Director since September 2021 Age at Annual Meeting 63			Mr. Bracher brings to the Board extensive payments experience and consumer insight as a former CEO and director of a publicly traded financial institution. His experience in highly regulated industries provides valuable perspective on engaging and partnering with regulators. Mr. Bracher’s extensive experience in financial services contributes strong financial understanding. As a former CEO, he brings extensive experience with respect to culture development and talent management.			Current public company boards •Itaú Unibanco Group Additional positions •Director, BM & FBOVESPA (now known as B3 — Brasil Bolsa Balcão S.A. (Brazil Stock Exchange and Over-the Counter Market) (2009-2014) •Director, Pão de Açúcar — Companhia Brasileira de Distribuição (2005-2013) (alternate member of the Board of Directors (1999 to 2005))			Previous experience •Various senior positions at Itaú Unibanco Group, including CEO (January 2017-February 2021); General Director, Banco Wholesale (2015-2017); and Vice President (2004-2015)


Director since June 2018 Age at Annual Meeting 64			Mr. Davis brings to the Board extensive payments experience and consumer insight as former CEO of a publicly traded financial holding company and former chairman of a banking association and payments company. His experience in highly regulated industries and as a former Federal Reserve representative provides a valuable perspective on engaging and partnering with regulators. Mr. Davis’ extensive experience in financial services and his membership on public company audit and finance committees contribute strong financial understanding. As a CEO, he brings extensive experience with respect to culture development and talent management.			Board committees •Human Resources and Compensation (Chair) Current public company boards •Dow Inc. (Lead director, audit committee chair, corporate governance committee) •Wells Fargo & Company Additional positions •Trustee, Mayo Clinic			Previous experience •Several executive positions at U.S. Bancorp (2004-2018), including Executive Chairman (April 2017-April 2018); Chairman (2007-April 2017); CEO (December 2006-April 2017); and President (2004-January 2016) Past public company boards •DowDuPont Inc. and The Dow Chemical Company (Dow Inc. predecessor boards) •U.S. Bancorp •Xcel Energy, Inc. .


Director since June 2014 Age at Annual Meeting 59			Mr. Genachowski brings to the Board extensive regulatory and government experience, digital, technology and media expertise, information security insight, a global perspective, and engagement with both consumer and enterprise companies through a career as a senior government official, senior business executive, investor and director at or with technology, media and communications companies. Mr. Genachowski also adds valuable financial knowledge through experience in private equity, at a large public operating company and on public audit committees.			Board committees •Audit (Chair) •Human Resources and Compensation Current public company boards •Sonos Inc. (audit committee and nominating and corporate governance committee chair) Additional positions •Former member, President’s Intelligence Advisory Board (U.S.)			Previous experience •Chairman, U.S. Federal Communications Commission (2009-2013) •Several other U.S. government roles, including chief counsel to FCC Chairman; law clerk to U.S. Supreme Court Justice David Souter; and congressional staff member, including for then-Representative Charles Schumer, and for the joint select committee investigating the Iran-Contra affair •Senior executive roles with IAC/InterActiveCorp (Internet and media), including chief of business operations and general counsel Past public company boards •AsiaSat •Sprint Corporation


Director since April 2018 Age at Annual Meeting 58			Mr. Goh brings to the Board strong consumer insight, global perspective and payments experience as the CEO and longtime senior executive of a publicly traded multinational airline. His prior positions in finance and information technology contribute valuable information security experience and financial understanding. As CEO of an airline, Mr. Goh brings extensive experience in talent management, culture development and sustainability, including with respect to climate change.			Board committees •Nominating and Corporate Governance Current public company boards •Singapore Airlines Limited Additional positions •Chairman, Budget Aviation Holdings Pte Ltd (100% owned by Singapore Airlines Limited) •Director, SIA Engineering Company (majority owned by Singapore Airlines Limited) •Member, Board of Governors of the International Air Transportation Association			Previous experience •Several executive and leadership positions at Singapore Airlines Limited (since 1990), including Executive Vice President, Marketing and the Regions; President, Cargo; Senior Vice President, Finance; and Senior Vice President, Information Technology


Director since June 2016 Age at Annual Meeting 58	Mr. Matsumoto is the founder and CEO of a Japan-based, publicly traded financial services holding company and former director of a stock exchange. Through a career in investment banking, Mr. Matsumoto provides global perspective and extensive financial expertise to the Board. His leadership of a global online securities brokerage firm provides valuable digital and innovation experience. He brings extensive talent management, culture development and sustainability experience.	Board committees •Human Resources and Compensation Current public company boards •Monex Group, Inc. (nominating and compensation committees) Additional positions •Chairman, Coincheck, Inc., TradeStation Group, Inc. and Monex, Inc., each a subsidiary of Monex Group, Inc. •International Board member and Vice Chair, Human Rights Watch •Councilor, International House of Japan •Former member, Economic Counsel to the Prime Minister of Japan •Former director, Tokyo Stock Exchange (2008-2013)	Previous experience •Several executive positions at Monex, Inc. (since 1999), including representative director and CEO •Several leadership positions at Goldman Sachs entities (1990-1998), including General Partner, Goldman Sachs Group, L.P. Past public company boards •JIN Co., Ltd. •Kakaku.com, Inc. •UZABASE, Inc.


Director since January 2021 Age at Annual Meeting 54			Mr. Miebach contributes to the Board extensive global payments experience. As CEO of the company and a previous region president, he provides valuable perspective on engaging and partnering with regulators, as well as experience with talent management, culture development and sustainability. Mr. Miebach’s prior experience as our Chief Product Officer provides strong consumer insights, as well as a deep focus on information security and innovation (including with digital and payments technology).			Additional Mastercard positions •President (February 2020- December 2020) •Chief Product Officer (January 2016-February 2020) •President, Middle East and Africa (2010-2015) Additional positions •Director, Accion.org •Director, World Resources Institute			Previous experience •Managing Director, Middle East and North Africa, Barclays Bank PLC (2008-2010) •Managing Director, Sub-Saharan Africa, Barclays Bank PLC (2007-2008) •Several executive positions at Citigroup in Germany, Austria, U.K. and Turkey (1994-2007)


Director since June 2019 Age at Annual Meeting 58			Professor Moon provides to the Board a deep understanding of strategy and innovation as a long-tenured professor at Harvard Business School. She brings strong global perspective and consumer and sustainability experience based on her exposure to research at Harvard Business School and her service as a director at several retail and retail-centric consumer products companies.			Board committees •Human Resources & Compensation Current public company boards •Sweetgreen, Inc. (compensation committee; nominating, environmental, social and governance committee) •Unilever (corporate responsibility committee) •Warby Parker Inc.(compensation committee)			Previous experience •Several positions at Harvard Business School (since 1998), including Senior Associate Dean for Strategy and Innovation and Chair of the MBA Program Past public company boards •Avid Technology, Inc. •Rakuten, Inc. •Zulily, Inc.


Director since April 2011 Age at Annual Meeting 57			Ms. Qureshi contributes to the Board global perspective, digital expertise and innovation insight through her extensive senior-level experience at global telecommunications equipment and services providers, including roles in strategy, research and development, sales and services. Her work in the telecommunications and information technology industries and her completion of the NACD/Carnegie Mellon CERT certification in cybersecurity oversight provide the Board with relevant payments and information security expertise. Ms. Qureshi’s experience affords her with a deep background in sustainability.			Board committees •Audit Additional positions •Deputy Chair, GSMA Board (telecom industry association board) (audit committee) •Director, Verizon Foundation •Deputy Chair, Edison Alliance, World Economic Forum			Previous experience •Several executive positions at Ericsson (1993-2017), including President, North America (2017); Senior Vice President, chief strategy officer and head of M&A (2014-2016); and Senior Vice President and head of business unit CDMA mobile systems Past public company boards •Great-West Lifeco Inc. •Wolters Kluwer


Director since December 2018 Age at Annual Meeting 62			Ms. Sulzberger brings to the Board extensive financial experience and insight as a senior advisor and former general partner of private equity firms, chief financial officer of several companies, and a U.S. public company audit committee financial expert and former board chair. She contributes strong consumer insight, global perspective and payments experience, as well as extensive involvement with sustainability as a former director at several U.S. public company merchants, including her service as chairman of a major merchant in the quality retail food business. Her experience as chief financial officer of an open-source software company also provides valuable digital and innovation experience.			Board committees •Audit •Nominating and Corporate Governance Current public company boards •Cerevel Therapeutics Holdings, Inc. (audit committee chair; nominating and corporate governance committee) •Eli Lilly and Company (audit, ethics and compliance committees) •Warby Parker Inc. (compensation committee; nominating and corporate governance committee chair)			Additional positions •Director, Acorns •Strategic Advisor, Teneo Previous experience •General Partner, Fontis Partners, L.P. (2005-2018) •CFO, Gluecode Software Inc. (open-source software company) •CFO, Crown Services (commercial contractors) Past public company boards •Bright Horizons Family Solutions Inc. •Brixmor Property Group Inc. •The Stage Stores, Inc. •Teva Pharmaceutical Industries Limited •Whole Foods Market, Inc.


Director since September 2008 Age at Annual Meeting 71			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.			Board committees •Audit •Nominating and Corporate Governance Current public company boards •Eli Lilly and Company (audit; and directors and corporate governance committees) •HSBC Holdings plc (group risk committee chair; group audit, and nominations and corporate governance committees) Additional positions •Former director, Cassis International Pte. Ltd. (payments technology company) •Former director, Canada Pension Plan Investment Board			Previous experience •Several executive positions at DBS Group (1999-2007), including vice chairman and CEO, DBS Group and DBS Bank Ltd.; President and COO and CFO •Several senior management positions at Investment Banking Division, J.P. Morgan & Co. Incorporated (New York, Tokyo and San Francisco) (1974-1999) Past public company boards •Bank of China, Limited •DBS Group and DBS Bank Ltd. •Royal Philips N.V.


Director since April 2022 Age at Annual Meeting 61			Mr. Talwar contributes to the Board extensive senior-level global payments experience and consumer insight through his leadership roles in payments and consumer banking across Europe, India, the Middle East and North America. This experience provides global perspective and regulatory insight. His experience leading complex business functions brings extensive insight with respect to culture development and talent management.			Board committees •Human Resources and Compensation Additional positions •Co-Chairman of the Board, American India Foundation (since 2012) •Member, Global Board of Trustees, Asia Society (since 2019) •Founder and Sponsor, Ashoka University, Sonipat, Haryana, India			Previous experience •Partner and Chairman of Consumer Business (Marcus), Goldman Sachs (May 2015-January 2021) •President, U.S. Cards, Discover Financial Services (January 2008-May 2015) •Executive Vice President, Head of Payments, Discover Financial Services (January 2004-January 2008) •Head of Consumer Banking International, Morgan Stanley (August 2000-December 2003) •Various roles, Citibank (1985–2000)


Director since June 2019 Age at Annual Meeting 60			Mr. Uggla brings to the Board a global perspective as well as deep insight across data, technology and innovation as a former chairman and CEO of a publicly traded company that provides information, analytics and digital solutions to customers in business, finance and government. He provides extensive financial experience given his career within financial markets both as a founder and CEO of an information company, as well as through several executive management positions at global investment dealers. Mr. Uggla’s CEO experience contributes strong experience in talent management, culture development and sustainability.			Board committees •Audit •Human Resources and Compensation Additional positions •Executive Trustee, Tate Foundation •Special Advisor to the President and CEO, S&P Global Inc. (since February 2022)			Previous experience •Several executive positions at IHS Markit Ltd. and its predecessors Markit Ltd., Markit Group Holdings Ltd. and Mark-It Partners, Ltd. (all since 2003), including chairman and CEO (January 2018-February 2022); founder, chairman and CEO (January 2003-July 2016); and President and COO (July 2016-December 2017) •Executive management positions at Toronto-Dominion Securities (1995-2003), including Vice Chairman and Head of Europe and Asia •Head of Global Markets at CIBC Wood Gundy (1986-1995) Past public company boards •IHS Markit Ltd.

Board of Directors

6
number of meetings in 2021

75%+
attendance

Board and committee meetings

100%
attendance

2021 annual meeting of stockholders

Merit E. Janow

Board Chair

Primary responsibilities of the Board

Board leadership structure

In addition to its general oversight of management, the Board performs a number of specific functions, including:

• Understanding and approving the company’s long-term, key strategies;

• Understanding the issues and risks that are central to the company’s success, including cybersecurity matters;

• Selecting, evaluating and compensating the CEO and overseeing CEO succession planning;

• Overseeing the performance of management;

• Reviewing, approving and monitoring fundamental financial and business strategies and major corporate actions;

• Ensuring processes are in place for maintaining an ethical corporate culture;

• Overseeing the quality and integrity of the company’s financial statements and reports and the company’s compliance with legal and regulatory requirements; and

• With the assistance of the applicable committee, adopting a charter for each of the Audit Committee, the Human Resources and Compensation Committee (HRCC), and the Nominating and Corporate Governance Committee (NCG).

Effective January 1, 2022, we returned to our original structure of having an independent Board Chair when Merit E. Janow, formerly Lead Director, assumed the role of Board Chair and Ajay Banga, formerly Executive Chairman, retired from Mastercard.

The role of the Board Chair 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. Chair Janow’s responsibilities as Board Chair 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 on issues discussed in executive session, as well as performance, to the CEO;

• facilitating effective communication between the Board and our stockholders, including by, among other things, presiding over the annual meeting, and any special meetings, of stockholders;

• working with the CEO and Corporate Secretary to set Board meeting agendas; and

• providing advice and counsel to the CEO.

The Board does not have a specific policy regarding the separation of the Board and CEO roles, as it believes it is in the company’s best interest to make that determination from time to time based on the position and direction of Mastercard and the composition of the Board.

The Board holds regularly scheduled meetings of independent directors in executive session without management present and may meet more frequently upon the request of any independent director. The Board Chair presides at these sessions.

Director attendance at meetings

During 2021, each director attended 75% or more of the meetings held by the Board and committees on which the member served during the period the member was on the Board or committee.

We encourage directors to attend our annual meeting. All Board members attended our 2021 annual meeting of stockholders.

Our Board during the COVID-19 pandemic

Our Board uses its meetings to gain firsthand understanding of the culture in each region, as well as the issues and challenges we face, and to learn how they tie into our strategic goals. This includes meeting periodically with senior managers throughout our global business, local/regional employees and stakeholders, such as policymakers, government officials and business leaders, and customers that are strategically important to our business. Prior to the COVID-19 pandemic, the Board held these meetings physically at our headquarters, as well as at our various business offices around the world, providing the opportunity to meet with these stakeholders in person.

In light of the pandemic, the Board held most of its meetings virtually in the first half of 2021. Where feasible, the Board met in a hybrid format. This change in meeting format allowed the Board to continue to meet with senior managers, stakeholders and customers while enabling our members to meet with individuals throughout the world irrespective of geography. Under this format, the Board had the opportunity to learn more about critical issues impacting our business globally.

Audit Committee
Julius Genachowski
Chair

Human Resources and Compensation Committee
Richard K. Davis
Chair

Number of meetings in 2021
9

Other committee
members:

• Steven J. Freiberg*

• Merit E. Janow

• Rima Qureshi

• Gabrielle Sulzberger

• Jackson Tai

• Lance Uggla

Primary responsibilities

The Audit Committee assists our Board in its oversight of:

• The quality and integrity of Mastercard’s financial statements

• Mastercard’s compliance with legal and regulatory requirements

• The qualifications, performance and independence of Mastercard’s independent registered public accounting firm

• Risk assessment and risk management

• The performance of Mastercard’s internal audit function

• The quality of Mastercard’s internal controls

For more information about Audit Committee responsibilities and actions, see “Audit Committee report” on pgs 111-113

Independence
Each committee member has been determined by the Board to qualify as independent under the independence criteria established by the Securities and Exchange Commission (SEC) and the New York Stock Exchange (NYSE). The Board also has determined that each committee member is “financially literate” within the meaning of the NYSE listing standards.

Audit Committee financial experts
The Board has identified each of Mr. Freiberg, Mr. Tai and Mr. Uggla as an “Audit Committee financial expert” under the applicable SEC rules based on their experience and qualifications.

* Through the date of the Annual Meeting

Number of meetings in 2021
6

Other committee
members:

• Julius Genachowski

• Oki Matsumoto

• Youngme Moon

• Harit Talwar

• Lance Uggla

Primary responsibilities

The HRCC is primarily responsible for:

• Ensuring Mastercard’s compensation and benefit programs attract, retain and motivate employees

• Ensuring pay practices are consistent with our compensation strategy, regulatory requirements and the practices of similar companies

• Determining annual and long-term goals for Mastercard and ensuring compensation of the CEO and key executives is commensurate with levels of performance

• Ensuring thoroughness of the succession planning process

• Reviewing key diversity initiatives and people and capabilities policies and practices

• Providing direction to management on strategies with significant people and capabilities implications

Independence
Each committee member has been determined by the Board to qualify as independent under the independence criteria established by the SEC and the NYSE, is a non-employee director for purposes of Rule 16b-3 under the Exchange Act and is an outside director for purposes of Section 162(m) of the Internal Revenue Code.

Director compensation

To learn more about how Mastercard considers and determines executive and non-employee director compensation, including the role of executive officers and the compensation consultant, see “Compensation discussion and analysis” beginning on pg 67.


Nominating and Corporate Governance Committee Merit E. Janow Chair
Number of meetings in 2021 5 Other committee members: • Choon Phong Goh • José Octavio Reyes Lagunes* • Gabrielle Sulzberger • Jackson Tai Primary responsibilities The NCG’s responsibilities include: • Identifying individuals qualified to become directors • Recommending that the Board select the candidates for directorships to be filled by the Board or by the stockholders • Developing and recommending to the Board a set of corporate governance principles • Overseeing the annual process for Board and committee self-evaluations • Overseeing legal, regulatory and public policy matters significant to Mastercard • Taking a leadership role in shaping corporate governance with a focus on the long-term interests of Mastercard and its stockholders						• Overseeing Mastercard’s policies and programs and monitoring governance trends in the following areas: • corporate responsibility • environmental stewardship • human rights • inclusion and diversity • other matters of significance to the company and its stockholders Review of director commitments Under our Corporate Governance Guidelines, directors notify us in advance of accepting other public company board appointments. Directors’ service on public company boards is reviewed on a case-by-case basis by the NCG to ensure all directors are able to devote sufficient time to our Board and the committees on which they serve. 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. When we do not use a third-party facilitator, we utilize a director questionnaire to facilitate the annual evaluation of topics such as board and committee effectiveness and director contributions. Our Board Chair/NCG Chair reviews the questionnaire results and shares them with each committee chair. Each committee reviews its own assessment as well.

For 2022, the NCG intends to use a third-party facilitator to assist with the Board and committee evaluation process.



1			NCG determines evaluation process format, including whether to use a third-party facilitator



2			When third-party facilitator is used, NCG interviews and selects provider



3			If no facilitator, NCG updates questionnaire to elicit information needed in the coming year



4			Board Chair and Committee chairs review, summarize and share results



5			Determinations are made as to action items

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 standing committees, each of which is delegated responsibility for specific risks and keeps the Board informed of its oversight efforts through regular reports by each committee chair. In 2020, the Audit Committee created a Risk Subcommittee to assist it in fulfilling its responsibility with respect to its oversight of risk assessment and risk management of the company. The Board recently approved the conversion of the Risk Subcommittee to a formal Risk Committee (effective June 2022) to which certain risk-related responsibilities of the other Board committees will be reallocated. The Risk Committee, in coordination with the Audit Committee, will oversee risk assessment and risk management of the company. The chart below depicts the reallocation of responsibilities among the four Board Committees as of June 2022.

Management is accountable for day-to-day risk management efforts, including the creation of appropriate risk management programs and policies. An internal Risk Management Committee, composed of senior executives and other risk functions, guides these risk management activities.

The Board and committees’ risk oversight and management’s ownership of risk are foundational components of our Enterprise Risk Management program, which is designed to provide comprehensive, integrated oversight and management of risk, as well as to facilitate transparent identification and reporting of key business issues to senior management, appropriate Board committees and the Board as a whole.



Board oversight of information security, including cybersecurity and data privacy Given the importance of information security and privacy to our stakeholders, our Board receives an annual report from our Chief Security Officer (CSO) to discuss our program for managing information security risks, including cyber and data security risks. The Audit Committee also receives annual briefings on both information security and data privacy from the CSO and Chief Privacy Officer. Both the Board and the Audit Committee receive regular reports on our cyber readiness, adversary assessment and risk profile status. In addition, the Board, Audit Committee and NCG receive information about these topics as part of regular business and regulatory updates, and our directors are apprised of incident simulations and response plans, including for cyber and data breaches.
Program highlights ü We are committed to the responsible handling of personal information, and we balance our product development activities with a commitment to transparency and control, fairness and non-discrimination, as well as accountability. ü Our multi-layered information security and data privacy programs and practices are designed to ensure the safety, security and responsible use of the information and data our stakeholders entrust to us. ü We work with our customers, governments, policymakers and others to help develop and implement standards for safe and secure transactions, as well as privacy-centric data practices. ü Our programs are informed by third-party assessments and advice regarding best practices from consultants, peer companies and advisors. ü Our programs are aligned with internationally recognized privacy and security standards and undergo regular certifications and attestations. ü We continually test our systems to discover and address any potential vulnerabilities. ü We maintain a business continuity program and cyber insurance coverage.

Nominating and Corporate

Governance Committee

Human Resources and Compensation Committee

Audit Committee

Risk Committee

•Governance structure and processes

•Legal and policy matters with potential significant reputational impact

•Matters of significance to the company and its stockholders, including corporate responsibility, environmental stewardship and human rights

•Employee compensation policies and practices

•Key diversity initiatives and people and capabilities policies and practices, including those related to organizational engagement and effectiveness and employee development

•Non-executive director compensation policies and practices

•Succession planning

•Financial statement integrity and reporting

•Major financial and operational risks

•Technology risk exposures

•Legal and compliance risks

•Internal controls

•Risk management governance, framework and programs, including risk appetite

•Settlement and counterparty risk

•Information security, privacy and data protection

•Regulatory risks

• Board. The Board exercises its direct oversight responsibility by meeting, at least annually, with management to discuss risk management processes and to assess the major risks impacting Mastercard. The Board also considers management’s risk analyses as it evaluates Mastercard’s business strategy. Throughout the year, the Board and designated committees dedicate a portion of their regularly scheduled meetings to review and discuss specific risks in detail, including through the use of hypothetical risk scenarios and incident simulations. Strategic and operational risks are presented to and discussed with the Board and its committees by the executive officers, the General Counsel, Chief Financial Officer, Chief Compliance Officer and General Auditor.

• Audit Committee. The Audit Committee oversees risk management policies and processes by periodically meeting with management, the General Auditor and our independent registered public accounting firm for discussions regarding risk. In 2021, the Audit Committee was supported by the Risk Subcommittee to perform its risk management oversight responsibilities. 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 and 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 90).

• Nominating and Corporate Governance Committee. The NCG oversees risks by meeting periodically throughout the year to proactively consider and address key governance, legal and policy matters that could have a significant reputational impact on Mastercard and its public affairs and matters of concern raised by stockholders, including business strategy, board refreshment, compensation practices, risk oversight, human rights, environmental stewardship, sustainability, inclusion and diversity.



Board practices •Frequent executive sessions of independent directors •Annual Board and committee self-evaluations •Continuous assessment of Board refreshment •Oversight of risk management practices, fostering a risk-aware culture while encouraging thoughtful risk taking •Consideration of issues of cyber readiness, adversary assessment and our risk profile status and appraisal of incident simulations, and response plans, including for cyber and data breaches •Active engagement in managing talent and long-term succession planning	Board policies •Annual election of directors •Majority voting for director elections •12 of 13 Board nominees are independent •Proxy access •Stock ownership guidelines for directors	We encourage you to visit the “Corporate Governance” area of the “Investor Relations” page of our website where you will find our key documents, policies and additional information about corporate governance at Mastercard.

Stockholder engagement

Management and, where appropriate, directors engage with stockholders through various means, including in the boardroom, at conferences and via video conference and telephone, on a variety of topics. The exchanges we and our Board have had with stockholders provide us with a valuable understanding of our stockholders’ perspectives and meaningful opportunities to share views with them.

Sustainability engagement

Commitment to transparency

Our website disclosures address critical matters of interest to our stakeholders, including our commitment to social responsibility.

•Business strategy

•Compensation practices

•Data privacy

•Our response to COVID-19

•Talent and culture

•Sustainability

•Risk oversight

•Board refreshment

•Diversity, equity and inclusion

•Employees, financial institutions, merchants and customers

•Stockholders

•Suppliers

•Governments and regulators

•International organizations

•Community and non-governmental organizations

•Human Rights Statement

•Modern Slavery Statement

•Center for Inclusive Growth

•Global Tax Principles

•Political activity/political spending

•Sustainability Report

•Sustainability Bond Report

•Diversity, equity and inclusion

•Talent and culture

•Privacy and data protection

Engagement and transparency

Political activity and spending

We are committed to engaging appropriately in the political process and policy arena in a manner that informs and affects the debate concerning issues related to our business, investors and customers. We strive to engage on these issues in the most responsible and ethical way, and the Mastercard Political Action Committee makes decisions on contributions based in part on several criteria, including commitment to democracy, constitutional protections and the rule of law, as well as respect and tolerance for a diversity of views, leadership on matters of social impact, adherence to high standards and exemplary ethical character. We provide additional disclosure on our political activity and spending on our website.

Code of Conduct and Supplemental Code of Ethics

We have a written Code of Conduct that applies to all of our directors, executive officers and employees and provides a statement of Mastercard’s policies and procedures for conducting business legally and ethically. In addition, Mastercard has adopted a written Supplemental Code of Ethics that applies only to the CEO, CFO, Controller and certain other senior officers. We will promptly disclose, if required by applicable laws, any amendment to, or waiver from, our Code of Conduct or Supplemental Code of Ethics granted to directors or executive officers by timely posting such information on our website.


Where to find our Code of Conduct and Supplemental Code of Ethics

			Go to our website at https://investor.mastercard.com/corporate-governance/policies-and-reports/default.aspx

			Request copies (free of charge) by writing to: Office of the Corporate Secretary 2000 Purchase Street Purchase, NY 10577 Attention: Janet McGinness

Hedging/pledging prohibitions and insider trading policy

Our Code of Conduct includes various prohibitions against inappropriate trading activities in relation to Mastercard securities. Employees (including executive officers) and non-employee directors are not permitted to hedge their economic exposure to the Mastercard stock they own, meaning that engaging in, trading in or writing options; buying puts, calls or other derivative securities; or engaging in short selling or similar types of transactions in Mastercard securities are prohibited. In addition, employees and non-employee directors are not permitted to buy Mastercard securities on margin unless arrangements are made to cover any margin calls in cash, nor are they allowed to pledge (or hypothecate) Mastercard securities as collateral for a loan.

Under our insider trading policy, directors, named executive officers, other senior executives and other individuals with access to material non-public information about Mastercard are prohibited from engaging in transactions in Mastercard securities during blackout periods (unless those transactions occur as part of a Rule 10b5-1 trading plan).

All directors and executive officers, as well as certain of our other senior executives, are required to pre-clear with the General Counsel all transactions in Mastercard securities (including entering into any Rule 10b5-1 trading plans).

All executive officers and certain of our other senior executives are required to enter into a Rule 10b5-1 plan in order to transact in Mastercard securities. We also permit directors and employees to enter into Rule 10b5-1 plans. All such plans must be approved by the General Counsel.

Communicating with the Board

Stockholders and other interested parties may contact any or all Board members (including our Board Chair or the non-management directors as a group), any of its committees or any committee chair by email or mail. Correspondence should be addressed to the Board of Directors or any such individual directors or group or committee of directors by either name or title.

The Corporate Secretary or another member of our Law Department opens all communications to determine whether the contents represent a message to the directors. All correspondence that is not in the nature of advertising or promotion of a product or service or is not trivial, irrelevant, unduly hostile, threatening, illegal, patently offensive or similarly inappropriate will be forwarded promptly to the addressee. If no particular director is named, the communication will be forwarded, depending on the subject matter, to the Audit Committee Chair, the HRCC Chair or the NCG Chair.

Correspondence can be sent:


By email:

			corporate.secretary@mastercard.com
By mail:

			Mastercard Incorporated Board of Directors Office of the Corporate Secretary 2000 Purchase Street Purchase, NY 10577 Attention: Janet McGinness

The Corporate Secretary will forward to the Audit Committee Chair any correspondence that reflects a complaint or concern involving:

•accounting, internal accounting controls and auditing matters

•possible violations of, or non-compliance with, applicable legal and regulatory requirements

•possible violations of Mastercard’s Supplemental Code of Ethics for the CEO and senior officers

•retaliatory acts against anyone who makes such a complaint or assists in the investigation of such a complaint

•


Whistleblower Policy

Stockholders, employees and others also may report complaints and concerns regarding accounting, internal accounting controls, auditing matters, possible violations of (or non-compliance with) applicable legal and regulatory requirements, possible violations of Mastercard’s Supplemental Code of Ethics or retaliatory acts against employees who make such a complaint or assist in the investigation of such a complaint in accordance with our Whistleblower Policy. Our Chief Compliance Officer is responsible for keeping a docket of all reports received under the Whistleblower Policy and summarizing the nature of the complaint and other relevant information. The Chief Compliance Officer will report any recent developments of items listed on the docket in reasonable detail to the Audit Committee Chair (and, if the Chair so directs, to the committee) at or in advance of each regularly scheduled meeting. You can find our Whistleblower Policy in the “Investor Relations” section of our website at https://investor.mastercard.com/investor-relations/corporate-governance/policies-and-reports/default.aspx.

Director independence

The corporate governance listing standards of the NYSE require that a majority of the Board (and each member of the Audit Committee, the HRCC and the NCG) be independent. To assist in its independence determinations, the Board has adopted director independence standards as part of our Corporate Governance Guidelines, which you can find on our website at https://investor.mastercard.com/corporate-governance/governance-guidelines/default.aspx.

No director or director nominee will be considered independent unless the Board affirmatively determines that such individual has (or would have) no material relationship with Mastercard (either directly or as a partner, stockholder or officer of an organization that has a relationship with Mastercard) other than as a Board or committee member. Additional requirements apply to Audit Committee and HRCC members. When making independence determinations, the Board broadly considers all relevant facts and circumstances, as well as any other facts and considerations specified by the NYSE, by law, or by any rule or regulation of any other regulatory body or self-regulatory body applicable to Mastercard. When assessing the materiality of a director’s relationship with Mastercard, the Board considers the issue not merely from the standpoint of the director or director nominee but also from that of persons or organizations with which such individual has an affiliation. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships (among others). In addition, the Board applies the independence guidelines set forth in our Corporate Governance Guidelines, which generally track the independence standards set by the NYSE.

In determining the independence of each current non-management director and director nominee, the Board considered any transactions, relationships and arrangements as required by the NYSE Listed Company Manual and under the independence requirements adopted by the Board. In particular, the Board considered that in February 2022, Mastercard made a $20 million capital commitment to BeyondNetZero (“BnZ”), a venture targeting growth equity investments related to climate change that was formed by General Atlantic in July 2021. Mr. Uggla, who became the CEO of BnZ in April 2022, served as a member of BnZ’s investment committee at the time of the commitment.

The Board affirmatively determined that each of our current directors and director nominees is independent except for Mr. Miebach (our President and CEO).

Certain relationships and related person transactions

Board approval of related person transactions

The Code of Conduct requires that any transaction that exceeds $120,000 between Mastercard and a related party, and in which a related party would have a direct or indirect material interest, be promptly disclosed to the General Counsel. The General Counsel is required to disclose such transactions promptly to the Board. Transactions with related parties must be approved or ratified by the Board or a committee of the Board consisting of at least three independent directors. Any director having an interest in the transaction is not permitted to vote on such transaction. Under the Code of Conduct, a related party is any of the following:

•an executive officer of Mastercard

•a director (or director nominee) of Mastercard

•a beneficial owner of 5% or more of any class of Mastercard’s voting securities

•an immediate family member of any executive officer, director (or director nominee) or beneficial owner of 5% or more of any class of Mastercard’s voting securities

•an entity in which one of the above described persons has a substantial ownership interest in or control of such entity

Related person transactions

Tara Maguire, who is employed as Executive Vice President, Financial Operations for the company, shares a household with Craig Vosburg, an executive officer of the company. In 2021, Ms. Maguire earned $721,000 in base salary and cash bonus and received long-term incentive equity awards with an aggregate grant date value of $425,000. She participates in employee benefit plans and programs generally made available to employees of similar responsibility levels, and her compensation is consistent with the total compensation provided to other employees of the same level with similar responsibilities in her geographic location. Ms. Maguire’s role is not within Mr. Vosburg’s reporting line, and, therefore, he does not participate in any performance or compensation discussions related to her.

Bhargav M. Rajamannar is the son of Raja Rajamannar, an executive officer of the company. In 2021, Bhargav Rajamannar earned $160,000 in base salary and bonus. He participates in employee benefit plans and programs generally made available to employees of similar responsibility levels, and his compensation is consistent with the total compensation provided to other employees of the same level with similar responsibilities. Bhargav Rajamannar’s role is not within his father’s reporting line, and, therefore, Raja Rajamannar does not participate in any performance or compensation discussions related to his son.

In 2022, the company made a $20 million capital commitment to BnZ, a venture targeting growth equity investments related to climate change that was formed by General Atlantic in July 2021. Ajay Banga, our former CEO and former Executive Chairman, serves as Vice Chairman of General Atlantic and formerly was an advisor to BnZ.


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. Bracher, Davis, Talwar 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.

Mastercard's director compensation is primarily composed of cash and equity-based compensation. The company sets compensation for non-employee directors competitively and in light of the time commitment and prior experience levels expected of directors. Each year, the HRCC’s independent consultant, FW Cook, reviews Mastercard’s director compensation levels relative to market data (the same peer companies used for benchmarking and for setting executive compensation). The HRCC recommends the form and amount of director compensation, which is determined by the Board.

As management directors of the company, neither Mr. Banga nor Mr. Miebach received compensation for Board service.

2021 director compensation

In December 2020, the Board established an annual retainer for the Lead Independent Director position effective January 1, 2021. In June 2021, 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, 2021.

The following table describes the components of 2021 director compensation:


Annual compensation for Board service
Role	Cash	Equity
Non-employee directors	$100,000	$235,000
Lead Independent Director	$150,000	$235,000

Additional compensation for committee service
Committee	Chair	Non-chair
Audit	$35,000	$17,500
HRCC	$30,000	$15,000
NCG	$25,000	$12,500
Risk Subcommittee	$25,000	$12,500

Cash compensation is paid in advance in January for the first half of the year and in arrears in December for the second half of the year. The annual retainer and any committee retainer fees are prorated for partial year Board or committee service. Under the Mastercard Incorporated Deferral Plan, US non-employee directors are eligible to defer all or part of their cash compensation into a non-qualified deferred compensation arrangement. Directors who elect to defer cash compensation receive earnings on their deferrals based on investment elections. None of the investment options provides returns considered to be above-market or preferential.

Annual stock grants are awarded upon a director's election on the date of the annual meeting of stockholders, are immediately vested with a four-year transfer restriction, and are in the form of restricted stock or deferred stock units (DSUs). Each director selects the form of his or her award during an annual election process. Directors elected to the Board outside of the annual meeting of stockholders are granted a prorated equity award.

Non-employee directors are eligible to have Mastercard make matching gift contributions of up to $15,000 annually to eligible charities in the name of the director. In addition, non-employee directors are eligible to have Mastercard make contributions up to $5,000 to a charity of their choice to match director contributions to Mastercard’s Political Action Committee. Directors are reimbursed for expenses related to attending Board and committee meetings.

Director stock ownership guidelines

Each non-employee director is expected, within six years of joining the Board, to accumulate an ownership position in our stock equal to five times the applicable annual cash retainer. All current non-employee directors have holdings that exceed the guidelines’ recommended ownership level except for Messrs. Bracher and Talwar, who are new to the Board and have not yet reached their guideline compliance date.

2022 director compensation

In November 2021, in connection with the Board leadership change described on pg 37, the Board established an annual cash retainer of $187,500 and equity retainer of $322,500 for the Board Chair, effective January 1, 2022.


2021 total director compensation The following table summarizes the total compensation earned in 2021 by each of our current non-employee directors, except for Mr. Talwar who joined the Board in April 2022:

Name	Fees earned or paid in cash ($)	Stock awards ($) 1	All other compensation ($) 2	Total ($)
(a)	(b)	(c)	(d)	(e)
Merit E. Janow, Board Chair3	192,500	235,141	12,500	440,141
Candido Bracher4	33,333	196,219	—	229,552
Richard K. Davis	130,000	235,141	—	365,141
Steven J. Freiberg5	148,750	235,141	—	383,891
Julius Genachowski6	131,458	235,141	10,841	377,440
Choon Phong Goh	112,500	235,141	—	347,641
Oki Matsumoto	115,000	235,141	—	350,141
Youngme Moon7	121,250	235,141	—	356,391
Rima Qureshi	117,500	235,141	—	352,641
José Octavio Reyes Lagunes8	114,792	235,141	—	349,933
Gabrielle Sulzberger	130,000	235,141	20,000	385,141
Jackson Tai9	142,500	235,141	20,000	397,641
Lance Uggla10	126,250	235,141	—	361,391

1Amount represents the aggregate grant date fair value calculated 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 2021. The share price used for converting the grant made on June 22, 2021, the date of the 2021 annual meeting of stockholders, was the closing price of our common stock on the NYSE on that date ($378.04 per share). The share price used for converting the grant made on September 17, 2021 to Mr. Bracher was the closing price of our common stock on the NYSE on that date ($343.04 per share). Awards for Mr. Reyes, Mr. Goh, Mr. Tai, Mr. Genachowski, Mr. Uggla, Ms. Qureshi and Ms. Moon represent 622 shares of restricted stock per director. Awards to Mr. Freiberg, Ms. Janow, Mr. Matsumoto, Mr. Davis and Ms. Sulzberger represent 622 DSUs per director. The award to Mr. Bracher represents 572 DSUs. All stock awards, including restricted stock, are subject to a minimum four-year transfer restriction.


The following table further describes the fees paid in cash to each non-employee director for 2021, as shown in column (b) of the above table:

Name	Annual retainer ($)	Audit Committee retainer ($)	HRCC retainer ($)	NCG Committee retainer ($)	Risk Subcommittee retainer ($)	Fees earned or paid in cash ($)
Merit E. Janow, Board Chair	150,000	17,500	—	25,000	—	192,500
Candido Bracher1	33,333	—	—	—	—	33,333
Richard K. Davis	100,000	—	30,000	—	—	130,000
Steven J. Freiberg2	100,000	35,000	7,500	—	6,250	148,750
Julius Genachowski3	100,000	10,208	15,000	—	6,250	131,458
Choon Phong Goh	100,000	—	—	12,500		112,500
Oki Matsumoto	100,000	—	15,000	—	—	115,000
Youngme Moon4	100,000	—	15,000	—	6,250	121,250
Rima Qureshi	100,000	17,500	—	—	—	117,500
José Octavio Reyes Lagunes5	100,000	—	7,500	7,292	—	114,792
Gabrielle Sulzberger	100,000	17,500	—	12,500	—	130,000
Jackson Tai6	100,000	17,500	—	12,500	12,500	142,500
Lance Uggla7	100,000	17,500	8,750	—	—	126,250


Our people strategy - fueling Mastercard’s success, positioning us as a global technology company, a recognized workplace and a celebrated brand

•We recognize the changing, diverse needs of our employees and prospective employees and have adopted new policies regarding how, where and when people work. We continue to explore new flexibility and well-being offerings, introducing four “work from elsewhere” weeks annually, quarterly meeting-free days and end-of-week flextime year round.

•We evolved our talent acquisition model to introduce “always on” sourcing and deployment capabilities to ensure we have a continuous flow of talent with the right skills to execute our business strategy.

•As many of our locations officially reopened to staff during 2021, we enhanced safety measures and promoted social distancing to maintain a safe and healthy workspace, using data, science and government guidelines to guide all of our decisions. Throughout the pandemic, the health and well-being of our people continue to be our key priority.

•We expanded our pro bono, purpose-based development opportunities to our employees, connecting their skills and expertise with our non-profit partners. Since 2020, we have engaged more than 1,000 employees globally across three signature social impact programs.

•Unlocked, our recently introduced AI-driven opportunity marketplace provides a platform for employees to develop their own career, participate in gig-style project work and take part in dynamic mentoring opportunities.

•In addition, in 2021, we have remained focused on gender equality. Based on our most recent annual pay equity analyses, female employees earn equal pay for equal work: $1.00 for every $1.00 male employees earn. Additionally, globally, the median pay for women as of September 2021 is 93.0% of the median for men.


Responsibly managing our environmental footprint and activating collective action to preserve the environment through solutions

•Accelerated our commitment to reach net-zero by 2040, building on our existing commitments to reduce greenhouse gas emissions aligned with a 1.5-degree Celsius climate trajectory.

•Leveraged the Priceless Planet Coalition to engage over 85 global partners to support the effort of restoring 100 million trees by 2025.

•Continued to equip businesses and their consumers with certified sustainable card materials that promote reduction of use of first-use PVC by working with 199 financial institutions in 57 countries to develop cards made from eco-friendly materials. At the end of 2021, there were 60 million Mastercard-branded sustainable cards, up from 10.7 million in 2020.

•Launched the Sustainability Innovation Lab, an innovation hub that focuses exclusively on sustainability-oriented products and solutions.

•Continued to align with the Task Force on Climate-Related Financial Disclosures (TCFD) recommendations and increased our transparency in 2021.


Powering an inclusive and secure digital economy that benefits everyone, everywhere

•Doubled our broader commitment from 500 million to 1 billion more individuals included in the financial mainstream and reached over 675 million toward our 1 billion objective.

•Advanced our financial inclusion goal by adding 25 million micro and small businesses to the digital economy since 2020, reaching 50% of our goal of adding 50 million merchants by 2025.

•Provided solutions to 18 million women - owned or led small businesses, pushing us to 73% of our goal of 25 million by 2025.

•Expanded our City Key program, which promotes financial inclusion solutions, to help our government partners scale and provide financial support for more than 2.4 million people in 2021.

•Grew our investments in community development financial institutions, offering relief to small businesses as the pandemic continued.


•For more about our Small Business Response: https://www.mastercard.us/en-us/business/overview.html
•For more about our Environmental Stewardship: https://www.mastercard.us/en-us/vision/corp-responsibility/sustainability.html
•For more about our In Solidarity commitments and action: https://www.mastercard.com/news/perspectives/featured-topics/solidarity-in-action/

Mastercard invests in diversity, equity and inclusion (DEI) because we know people thrive when they feel they belong, their ideas are valued and they are treated fairly. Being a force for good is embedded in our DNA — to unlock potential for our employees, our communities and our business. It anchors our values-based culture and encompasses our major strategic commitment to drive financial inclusion in markets around the world. We are committed to creating a global corporate environment where all people are treated equally and fairly and have equal access to opportunities and advancement. We want a workforce and management and leadership teams that reflect the identities, experiences and perspectives of the more than 210 countries and territories we serve.

Inclusion at Mastercard starts at the top. Our Board demands accountability to ensure that our culture of decency is world class. Our Chief Inclusion Officer regularly meets with the CEO and the Management Committee and presents progress updates to the Board, allowing our Board to have direct involvement and bring its diverse perspectives on current topics, internally and externally, as we continue to grow as an organization. Our Human Resources and Compensation Committee also regularly reviews our people strategy and culture, as well as related risks, and our Board of Directors reviews this annually.

Every quarter, the company’s Management Committee sets aside time to discuss inclusion, culture and how we are moving the needle on leadership programs, talent initiatives, regional plans, improvements in workforce diversity and efforts driven by our nine Business Resource Groups (BRG), which are our employee affinity groups. Approximately one-third of our workforce is affiliated with one or more BRGs.

The Management Committee engages throughout the year, talking about diversity, equity and inclusion during department town halls, acting as BRG executive sponsors or mentors and helping ensure that all of Mastercard’s diverse talent have the opportunity to be fulfilled by their career.

Building on plans laid in 2020, we put into action our Regional Inclusion Action Plans across all five Mastercard regions, as well as Functional Inclusion Plans in

six of our business areas in 2021. The approach is global in nature, and includes a collaboration among the regional presidents, local People and Capabilities leads and other key stakeholders along with global DEI to adapt and tailor efforts that pull from best practices and themes at the global level to meet focus areas and priorities that are relevant locally.

We understand there is still much work to be done around the world. Progress will come at a different pace in different places. While issues may vary by business or geography, we know what matters is to keep making progress.



We are moving toward pay equity across all measures. Based on our most recent annual pay equity analysis as of September 2021: •Globally, female employees earn $1.00 for every $1.00 male employees earn •In the U.S., employees of color earn $1.00 for every $1.00 white employees earn •Globally, the median pay for women is 93.0% of the median for men •In the U.S., the median pay for employees of color is 92.6% of the median for white employees



For more information, see our DEI report at https://www.mastercard.com/inclusion



In Solidarity, a company-wide initiative, was created in 2020 to stand against racism and advance equal opportunities for all. For more information, see https://www.mastercard.com/news/perspectives/featured-topics/solidarity-in-action/


Name						Title
Mark Barnett						President, Europe
Ajay Bhalla						President, Cyber & Intelligence Solutions
Ann Cairns						Vice Chairman
Gilberto Caldart						Vice Chairman of Senior Client Partnerships and Relationships
Dimitrios Dosis						President, Eastern Europe, Middle East and Africa
Carlo Enrico						President, Latin America and Caribbean
Jennifer Erickson						Executive Vice President, Communications
Michael Fiore						Executive Vice President, Strategy, Innovation and Product Development
Michael Fraccaro						Chief People Officer
Michael Froman						Vice Chairman and President, Strategic Growth
Ron Green						Chief Security Officer
Sherri Haymond						Executive Vice President, Global Digital Partnerships
Francis Hondal						Advisor, Loyalty
Linda Kirkpatrick						President, North America
Jorn Lambert						Chief Digital Officer
Hai Ling						Co-President, International Markets
Raghu Malhotra						Co-President, International Markets
Edward McLaughlin						President, Operations and Technology


Name						Title
Sachin Mehra						Chief Financial Officer
Carlos Menendez						President, Enterprise Partnerships
Michael Miebach						President and CEO
Ken Moore						Chief Innovation Officer
Tim Murphy						Chief Administrative Officer
Jennifer Rademaker						Executive Vice President, Global Customer Delivery
Raja Rajamannar						Chief Marketing & Communications Officer and President, Healthcare
Ari Sarker						President, Asia Pacific
Kush Saxena						Executive Vice President, U.S. Merchants and Acceptance
Andrea Scerch						President, Consumer Products and Processing
Raj Seshadri						President, Data & Services
Satvinder Singh						Executive Vice President, Advisors Business Development
Shamina Singh						President, Mastercard Center for Inclusive Growth and Executive Vice President, Sustainability
Jess Turner						Executive Vice President, Open Banking and Mastercard Developers
Greg Ulrich						Executive Vice President, Strategy, Corporate Development and M&A
Rich Verma						General Counsel and Head of Global Public Policy
Craig Vosburg						Chief Product Officer
Chad Wallace						Executive Vice President, B2B Solutions

The HRCC routinely reviews the compensation and benefit programs for our NEOs to ensure that they achieve the desired goals of closely aligning our executive compensation with performance and with our stockholders’ interests. These reviews have resulted in a number of changes over the last several years.

We are asking stockholders to indicate their support for our NEO compensation as described in this proxy statement. This proposal, commonly known as a say-on-pay proposal, gives stockholders the opportunity to endorse or not endorse our executive compensation program. This vote is not intended to address any specific item of compensation but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement. Accordingly, we are asking stockholders to vote FOR the following resolution at the Annual Meeting:

“RESOLVED, that the compensation paid to Mastercard’s named executive officers, as disclosed in this proxy statement pursuant to the SEC rules, including the compensation discussion and analysis, compensation tables and any related narrative discussion, is hereby approved.”

Because this vote is advisory, it will not be binding on Mastercard, the Board or the HRCC. However, the Board and the HRCC value the opinions of our stockholders and will review and consider the voting results when considering our executive compensation program.

Our Board has determined to hold annual say-on-pay advisory votes. Unless the Board determines otherwise, the next say-on-pay advisory vote will be held at our 2023 annual meeting of stockholders.


For an understanding of our executive compensation program and, in particular, the changes we made this year, we strongly encourage you to read: • “Compensation discussion and analysis” (pgs 67-91) • Summary Compensation Table and additional compensation tables (pgs 92-107)

Each year, Mastercard provides stockholders with a say-on-pay advisory vote on its executive compensation program. In 2021, we also engaged with stockholders to explain the Human Resources and Compensation Committees’ (HRCC) decisions with respect to 2020 compensation in response to the COVID-19 pandemic and to understand stockholders’ perspectives on our executive compensation program and policies, as well as their general views on our pay structure and organization.


We actively engaged with stockholders owning approximately 45% of our stock.			Last year, our outreach efforts, which in many cases included our HRCC Chair and Lead Independent Director occurred in the spring leading up to our annual meeting and again in the fall after our annual meeting. We actively engaged with stockholders owning approximately 45% of our stock.


Investors acknowledge the importance of attracting, retaining and engaging the leadership talent required to execute the company’s business strategy.			While investors were usually not prescriptive about compensation practices, they felt such modifications should be considered only in extraordinary circumstances and within relatively narrow limits. Investors acknowledge the importance of attracting, retaining and engaging the leadership talent required to execute the company’s business strategy.


What we heard from investors						How we responded
Executive retention was a key focus						We successfully retained our top executives during 2021
Alignment with stockholder experience valued						We utilize a relative Total Shareholder Return (TSR) modifier in our PSU program to enhance the link and alignment between stockholders and employees
The need to provide flexibility under the PSU program to accommodate unexpected volatility was acknowledged						•Replaced the three-year compound annual growth rate targets for the financial components of the program with three individually set annual targets established at the onset of the three-year performance period expressed as a growth rate over the previous year’s actual result •Eliminated the design feature that automatically adjusts targets based on the variance between forecasted and actual Personal Consumption Expenditure (PCE) over the three-year performance period •Instituted a financial metric payout cap that limits the number of shares earned for financial performance to 100% of the target if performance against the three individually established growth targets yields an above target payout while the three-year compound annual growth rate goal for each metric is not achieved •Continue to use a three-year relative TSR modifier to ensure alignment with stockholder value
Fairness in application of discretion desired						We made a downward adjustment of -12 percentage points to the strategic performance aspect of the corporate score with respect to 2021 compensation
Adjustments should be considered only in extraordinary circumstances						Performance targets under the 2019 PSUs were not modified
ESG modifier well-received						ESG modifier expanded to all employees and further refined with respect to environmental aspect


The performance targets under the 2019 PSUs were not modified.			Based on actual performance over the three-year performance period, the 2019 PSUs were forfeited. The performance targets under the 2019 PSUs were not modified, though they were similarly impacted by COVID-19 as the 2018 PSUs (see pg 82 for more information).

Additionally, beginning in 2022, we revised our PSU program to improve its durability in increasingly volatile markets and reduced the role of potential

modifications that might otherwise be considered to align pay with reasonably controllable operating performance in the future, including:

•Eliminated the design feature that automatically adjusts targets based on the variance between expected and actual PCE over the three-year performance period

(For more information on 2022 PSU program changes, see pgs 81 and 83.)

Leadership transition

•facilitating a smooth transition from a CEO and Executive Chairman management structure to a CEO and Non-Executive Chairman structure;

•maintaining key relationships with external stakeholders, such as clients and regulators;

•managing and presiding over Board meetings;

•overseeing the adequacy of information available to directors, including by ensuring the Board oversees key developments and issues critical to the company;

•facilitating effective communication between the Board and our stockholders, including by, among other things, presiding over the annual meeting, and any special meetings, of stockholders;

•working with the Lead Director, CEO and Corporate Secretary to set Board meeting agendas; and

•providing advice and counsel to the CEO.

As a management director, Mr. Banga was not compensated for his Board service.


x		Preliminary Proxy Statement
¨		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨		Definitive Proxy Statement
¨		Definitive Additional Materials
¨		Soliciting Material under §240.14a-12


Mastercard Incorporated
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check all boxes that apply):
x	No fee required
¨	Fee paid previously with preliminary materials.
¨	Fee computed on table in exhibit required by Item 25(b) per Exchange Rules 14a-6(i) and 0-11Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11



	Executive compensation
06	This section describes our executive compensation program for 2021 and certain elements of the 2022 compensation program for our named executive officers.





	CD&A Table of Contents

	Executive summary	67	202 2 compensation decisions	88

	Our executive compensation program	73	Additional compensation program features and policies	89

	Other elements of compensation	84	Compensation Committee report	91

	Annual compensation decision-making participants and process	85	202 1 c ompensation tables	92


	Peer group	87



C-suite experience	Financial and risk	Sustainability	Global perspective	Public company board experience	Technology, digital and innovation	Consumer	Regulatory and governmental	Information security	Payments
12	12	12	11	11	11	10	9	8	8


Align the long-term interest of our executives with stockholders			Pay for performance			Pay competitively


In 2022, we expanded the ESG modifier under the annual incentive program to apply to all employees.			Based on stockholder input, in 2022, we expanded the ESG modifier under the annual incentive program to apply to all employees which was used only for senior executives in 2021 (see pg 88 for more information on our 2022 ESG modifier).


Our strategy	Our key priorities	Powering our success



Grow our core		People	Brand


Diversify into new customers and geographies		Data	Technology


Build new areas for the future		Franchise	Doing well by doing good


Proposal 1: Election of directors						The Board unanimously recommends that stockholders vote FOR each nominee to serve as director




67% 8 of our 12 independent director nominees identify as racially or ethnically diverse •6 identify as Asian •1 identifies as Black •1 identifies as Latino	33% 4 of our 12 independent director nominees identify as female	67% 8 of our 12 independent director nominees are non-U.S. citizens and/or have international experience



Board of Directors Our Board oversees major risks, including strategic, operational (including cybersecurity), legal and regulatory, financial and CEO succession planning risks.



Management


The key risk responsibilities of our management team include: •Risk Management Committee’s day-to-day risk management efforts •Business units’ responsibilities to identify and manage business risk •Central functions’ responsibility to design a risk framework, including setting boundaries and managing risk appetite •Internal audit’s responsibility to provide independent assurance on design and effectiveness of internal controls and governance processes



Board of Directors Because sustainability is part of our strategic thinking, the full Board oversees certain sustainability matters, including financial inclusion, privacy and cybersecurity, directly as part of both regular market reviews of geographic areas and strategic reviews of the business. In 2021, our five-year Environmental, Social and Governance (ESG) strategy was presented to the Board of Directors. The Board also reviews talent matters annually.



Senior management Our senior management works together to advance our global sustainability efforts across the organization. In 2021, we established an ESG Executive Steering Committee composed of leaders from our major business units and support functions to provide greater leadership, coordination and coherence on ESG issues. Our Executive Vice President of Sustainability and the Chief Sustainability Officer are tasked with developing sustainability milestones and working with business units to leverage them as enterprise-wide drivers of growth. The Executive Vice President of Sustainability reports to the President of Strategic Growth, who reports directly to the CEO. The Sustainability function, including the President of Strategic Growth, reports regularly to the Board and the relevant committees on sustainability matters.



•Employees •Stockholders •Financial institutions, merchants and consumers •Suppliers			•Governments and regulators •International organizations •Community and non-governmental organizations


Executive officers Information about our executive officers may be found in our 2021 Form 10-K.


Proposal 2: Advisory approval of Mastercard’s executive compensation						The Board unanimously recommends that stockholders vote FOR the advisory approval of our executive compensation as disclosed in this proxy statement


This Compensation Discussion and Analysis (CD&A) describes Mastercard’s executive compensation program for 2021, as well as certain elements of the 2022 program for our NEOs, who are listed below and appear in the Summary Compensation Table on pg 92.


Named executive officers						Role
Michael Miebach						President and Chief Executive Officer
Sachin Mehra						Chief Financial Officer
Ajay Banga*						Executive Chairman
Craig Vosburg						Chief Product Officer
Michael Froman						Vice Chairman and President, Strategic Growth