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2016 Proxy Statement
Letter to Stockholders
Notice of 2016 Annual Meeting of Stockholders
Table of Contents
Proxy Summary
Corporate Governance
Proposal 1: Election of Directors
Board and Committees
Director Independence and Related Party Transactions
Director Compensation
Sustainability
Management & Stock Ownership
Executive Officers
Management Committee
Stock Ownership Information
Executive Compensation
Compensation Discussion and Analysis
Compensation Committee Report
Compensation Committee Interlocks and Insider Participation
Summary Compensation Table
All Other Compensation in 2015
Grants of Plan-Based Awards in 2015
Outstanding Equity Awards at 2015 Fiscal Year-End
Option Exercises and Stock Vested in 2015
Pension Benefits in 2015
Potential Payments Upon Termination or Change-In-Control
Equity Compensation Plan Information
Proposal 2: Advisory Approval of MasterCard's Executive Compensation
Audit
Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm for 2016
Auditor's Services and Fees
Audit Committee Report
Additional Information
About the Annual Meeting and Voting
Important Dates Related to the 2017 Annual Meeting
Other Matters
Appendix A: Non-GAAP Financial Measures and GAAP Reconciliations
Appendix B: Glossary of Terms Used in this Proxy Statement
Meet the Board Nominees
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2016 Proxy Statement
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Page 28 of 91
2016 Proxy Statement
Letter to Stockholders
Notice of 2016 Annual Meeting of Stockholders
Table of Contents
Proxy Summary
Corporate Governance
Proposal 1: Election of Directors
Board and Committees
Director Independence and Related Party Transactions
Director Compensation
Sustainability
Management & Stock Ownership
Executive Officers
Management Committee
Stock Ownership Information
Executive Compensation
Compensation Discussion and Analysis
Compensation Committee Report
Compensation Committee Interlocks and Insider Participation
Summary Compensation Table
All Other Compensation in 2015
Grants of Plan-Based Awards in 2015
Outstanding Equity Awards at 2015 Fiscal Year-End
Option Exercises and Stock Vested in 2015
Pension Benefits in 2015
Potential Payments Upon Termination or Change-In-Control
Equity Compensation Plan Information
Proposal 2: Advisory Approval of MasterCard's Executive Compensation
Audit
Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm for 2016
Auditor's Services and Fees
Audit Committee Report
Additional Information
About the Annual Meeting and Voting
Important Dates Related to the 2017 Annual Meeting
Other Matters
Appendix A: Non-GAAP Financial Measures and GAAP Reconciliations
Appendix B: Glossary of Terms Used in this Proxy Statement
Meet the Board Nominees
2016 Proxy Statement
2016 Proxy Statement
Letter to Stockholders
Notice of 2016 Annual Meeting of Stockholders
Table of Contents
Proxy Summary
Corporate Governance
Corporate Governance
Proposal 1: Election of Directors
Board and Committees
Director Independence and Related Party Transactions
Director Compensation
Sustainability
Management & Stock Ownership
Management & Stock Ownership
Executive Officers
Management Committee
Stock Ownership Information
Executive Compensation
Executive Compensation
Compensation Discussion and Analysis
Compensation Committee Report
Compensation Committee Interlocks and Insider Participation
Summary Compensation Table
All Other Compensation in 2015
Grants of Plan-Based Awards in 2015
Outstanding Equity Awards at 2015 Fiscal Year-End
Option Exercises and Stock Vested in 2015
Pension Benefits in 2015
Potential Payments Upon Termination or Change-In-Control
Equity Compensation Plan Information
Proposal 2: Advisory Approval of MasterCard's Executive Compensation
Audit
Audit
Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm for 2016
Auditor's Services and Fees
Audit Committee Report
Additional Information
Additional Information
About the Annual Meeting and Voting
Important Dates Related to the 2017 Annual Meeting
Other Matters
Appendix A: Non-GAAP Financial Measures and GAAP Reconciliations
Appendix B: Glossary of Terms Used in this Proxy Statement
Meet the Board Nominees
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