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2016 Proxy Statement
Chairman and Director since
May 2006
Age at Annual Meeting: 59
Skills & Qualifications:
Global Perspective Digital & Innovation Regulatory & Governmental Financial CEO Experience Public Company Board Experience
Board Committees:
Director since
April 2010
Age at Annual Meeting: 56
Skills & Qualifications:
Global Perspective Global Payments Digital & Innovation Regulatory & Governmental Consumer Information Security Financial CEO Experience Public Company Board Experience
Board Committees:
Director since
January 2008
Age at Annual Meeting: 68
Skills & Qualifications:
Global Perspective Global Payments Digital & Innovation Regulatory & Governmental Consumer Information Security Financial CEO Experience
Board Committees:
  • Audit Committee
  • Human Resources and Compensation Committee
Director since
May 2006
Age at Annual Meeting: 62
Skills & Qualifications:
Global Perspective Global Payments Digital & Innovation Regulatory & Governmental Information Security Financial CEO Experience Public Company Board Experience
Board Committees:
Director since
September 2006
Age at Annual Meeting: 59
Skills & Qualifications:
Global Perspective Global Payments Digital & Innovation Regulatory & Governmental Consumer Financial CEO Experience Public Company Board Experience
Board Committees:
  • Audit Committee (Chairman)
  • Human Resources and Compensation Committee
Director since
June 2014
Age at Annual Meeting: 53
Skills & Qualifications:
Global Perspective Digital & Innovation Regulatory & Governmental Consumer Information Security Financial Public Company Board Experience
Board Committees:
Director since
June 2014
Age at Annual Meeting: 58
Skills & Qualifications:
Global Perspective Digital & Innovation Regulatory & Governmental Financial Public Company Board Experience
Board Committees:
Director since
January 2007
Age at Annual Meeting: 68
Skills & Qualifications:
Global Perspective Global Payments Digital & Innovation Consumer Financial Public Company Board Experience
Board Committees:
Director Nominee
Age at Annual Meeting: 52
Skills & Qualifications:
Global Perspective Digital & Innovation Financial CEO Experience Public Company Board Experience
Board Committees:
Director since
April 2011
Age at Annual Meeting: 51
Skills & Qualifications:
Global Perspective Global Payments Digital & Innovation Information Security Financial Public Company Board Experience
Board Committees:
  • Audit Committee
Director since
January 2008
Age at Annual Meeting: 64
Skills & Qualifications:
Global Perspective Global Payments Regulatory & Governmental Consumer Public Company Board Experience
Board Committees:
Director since
September 2008
Age at Annual Meeting: 65
Skills & Qualifications:
Global Perspective Global Payments Digital & Innovation Regulatory & Governmental Consumer Financial CEO Experience Public Company Board Experience
Board Committees:
  • Audit Committee
  • Nominating and Corporate Governance Committee


Our Director Nominees' Experience, Independence and Diversity

Of our 12 Director nominees, 11 are independent (including our Chairman of the Board) and 3 are women
Our Director nominees have lived and worked around the world

Below is a summary of the primary experiences, qualifications and skills that our director nominees bring to the Board:

12 members with this skill (click to see who) 12
CEO CEO
7 members with this skill (click to see who) 7
8 members with this skill (click to see who) 8
5 members with this skill (click to see who) 5
11 members with this skill (click to see who) 11
9 members with this skill (click to see who) 9
11 members with this skill (click to see who) 11
7 members with this skill (click to see who) 7
11 members with this skill (click to see who) 11

Richard Haythornthwaite
Chairman and Director since
May 2006
Age at Annual Meeting: 59

Non-Executive Chairman, Centrica PLC, a multinational utility company (since January 2014)

Mr. Haythornthwaite has served as CEO, Chairman and senior executive at several non-U.S. multinational companies, bringing to the Board global perspective. As chairman of government bodies and companies in highly regulated industries, he contributes risk management experience and valuable insight on engaging and partnering with regulators. Mr. Haythornthwaite's past service on public company audit committees and experience with financial operational rescue challenges provide valuable financial understanding.

Skills & Qualifications:

Global Perspective Global Perspective
Digital & Innovation Digital & Innovation
Regulatory & Governmental Regulatory & Governmental
Financial Financial
CEO Experience CEO Experience
Public Company Board Experience Public Company Board Experience

Board Committees

Previous Business Experience

  • Partner, Star Capital Partners Limited (2006-2008)
  • CEO, Invensys plc (2001-2005)
  • Chief Executive-Europe and Asia and Group Chief Executive, Blue Circle Industries plc (1997-2001)
  • Prior positions include Director of Premier Oil plc; President of BP Venezuela; and General Manager of Magnus Oilfield, BP Exploration

Current Public Company Boards

  • Non-Executive Chairman, Centrica PLC (compensation committee)

Additional Positions

  • Chairman of each of QIO Technologies; Arc International Holdings and its parent company, Glass Holdings SA
  • Advisor, PSI UK Ltd.; prior positions include chairman of the operating businesses (2014-2015) and President (2010-2013)

Past Public Company Boards

  • Non-Executive Chairman, Network Rail (2009-2012); Blue Circle Industries plc; Cookson Group plc; Imperial Chemical Industries plc; Invensys plc; Premier Oil plc; and Land Securities Group plc
Ajay Banga
Director since
April 2010
Age at Annual Meeting: 56

President and Chief Executive Officer (since July 2010)

Mr. Banga, our President and CEO, contributes to the Board extensive global payments experience (including with payments technology and retail banking), as well as a deep focus on innovation and information security. As our CEO and as a member of business advocacy organizations and government-sponsored committees, Mr. Banga provides valuable perspective on engaging and partnering with regulators. His brand marketing experience (including at several global food and beverage companies) adds strong consumer insight.

Skills & Qualifications:

Global Perspective Global Perspective
Global Payments Global Payments
Digital & Innovation Digital & Innovation
Regulatory & Governmental Regulatory & Governmental
Consumer Consumer
Information Security Information Security
Financial Financial
CEO Experience CEO Experience
Public Company Board Experience Public Company Board Experience

Board Committees

Previous Business Experience

  • President and COO, MasterCard (2009-2010)
  • CEO, Asia Pacific region, Citigroup (2008-2009)
  • Prior positions at Citigroup (1996-2008), including Chairman and CEO, International Global Consumer Group; Executive Vice President, Global Consumer Group; President, Retail Banking, North America; business head for CitiFinancial and the U.S. Consumer Assets Division; and division executive for the consumer bank in Central/Eastern Europe, Middle East, Africa, and India
  • Nestlé India (13 years) and PepsiCo, Inc. (2 years)

Current Public Company Boards

  • The Dow Chemical Company (compensation and leadership development committee)

Additional Positions

  • Member, President's Advisory Committee for Trade Policy and Negotiations (U.S.)
  • Member, President's Commission on Enhancing National Cybersecurity (U.S.)
  • 2016 recipient of the Padma Shri Award from the Indian government in recognition of distinguished service and exceptional achievements
  • Member and former chairman, U.S.-India Business Council; member, U.S.-India CEO Forum; Co-chair, American India Foundation
  • Member of each of the Business Roundtable (Executive Committee); International Business Council of World Economic Forum; Council on Foreign Relations; The Economic Club of New York; Peterson Institute for International Economics; and the Business Council (as a vice chairman)
  • Director of each of American Red Cross; The Financial Services Roundtable (chairman); New York City Ballet; and The Partnership for New York City
  • Member of each of the Board of Overseers of Weill Cornell Medical College and International Advisory Board of Moscow School of Management (SKOLKOVO)
  • Fellow, Foreign Policy Association (awarded the Foreign Policy Association Medal in 2012)

Past Public Company Boards

  • Kraft Foods Inc.
Silvio Barzi
Director since
January 2008
Age at Annual Meeting: 68

Former Senior Advisor and Executive Officer, UniCredit Group (June 2007 - November 2010)

Mr. Barzi has extensive global payments and regulatory experience as a senior executive in retail banking and payments, including at a bank specializing in credit cards, consumer credit and mortgages. His background as a senior insurance company executive and as an information technology and financial institution consultant provides valuable financial knowledge, information security expertise and insight into technology and innovation. His career spanning over four continents provides valuable understanding of developing markets.

Skills & Qualifications:

Global Perspective Global Perspective
Global Payments Global Payments
Digital & Innovation Digital & Innovation
Regulatory & Governmental Regulatory & Governmental
Consumer Consumer
Information Security Information Security
Financial Financial
CEO Experience CEO Experience

Board Committees

  • Audit Committee
  • Human Resources and Compensation Committee

Previous Business Experience

  • Senior executive positions at UniCredit Group and its wholly-owned subsidiaries and affiliates (2000-2010), including Chairman and founder of UniCredit Family Financing (2007-2010); Executive Vice President of UniCredit Group; CEO of UniCredit Consumer Financing; and Senior Advisor to UniCredit Group (post-retirement)
  • COO, Winterthur/Credit Suisse Italy (insurance)
  • Partner, McKinsey & Company (management consulting)

Additional MasterCard Experience

  • Board member prior to IPO (2003-2006) and non-voting observer (2007-2008)
  • Board contact with the MasterCard Foundation
  • Member of European Regional Advisory Board since IPO (Chairman since 2007) and predecessor Europe Region Board (2001-2006)

Additional Positions

  • Former director of SiNSYS (European card processor) and Perago Financial System Enablers (Pty) Ltd. (Chairman, South Africa-based central banking applications software), subsidiaries of SIA Group
  • Former director, Querica Software
David R. Carlucci
Director since
May 2006
Age at Annual Meeting: 62

Former Chairman and Chief Executive Officer, IMS Health Incorporated (2006-2010)

Mr. Carlucci brings to the Board global business perspective, financial insight and regulatory experience as the former Chairman and CEO of a U.S.-based multinational corporation in the pharmaceutical and healthcare industries. As a former Chief Information Officer and through several senior executive level operations and management positions, Mr. Carlucci adds valuable information security expertise and insights into technology and innovation.

Skills & Qualifications:

Global Perspective Global Perspective
Global Payments Global Payments
Digital & Innovation Digital & Innovation
Regulatory & Governmental Regulatory & Governmental
Information Security Information Security
Financial Financial
CEO Experience CEO Experience
Public Company Board Experience Public Company Board Experience

Board Committees

Previous Business Experience

  • Chairman and CEO, IMS Health Incorporated (2005-2010) (became Chairman in 2006); prior experience since joining in 2002 including President and COO
  • General Manager, IBM Americas, overseeing all sales and distribution operations in the U.S., Canada and Latin America (2000-2002)
  • Prior positions at IBM (1990-2000), including general manager, S/390 Division; Chief Information Officer; general manager, IBM Printing Systems Company; vice president, systems, industries and services, Asia Pacific; and vice president of marketing and channel management, IBM Personal Computer Company-North America

Current Public Company Boards

  • Mallinckrodt public limited company (human resources and compensation committee chairman)

Past Public Company Boards

  • IMS Health Incorporated (Chairman)
Steven J. Freiberg
Director since
September 2006
Age at Annual Meeting: 59

Senior Advisor, The Boston Consulting Group, a global management consulting firm (since December 2012)

Mr. Freiberg shares with the Board extensive senior level global payments experience, including leading retail banking and payments businesses. This experience provides global perspective and regulatory insights. His leadership of consumer and global cards businesses also contributes strong consumer and innovation insight. His service as our Audit Committee chairman and as a director of consumer finance and foreign exchange companies provides valuable financial understanding.

Skills & Qualifications:

Global Perspective Global Perspective
Global Payments Global Payments
Digital & Innovation Digital & Innovation
Regulatory & Governmental Regulatory & Governmental
Consumer Consumer
Financial Financial
CEO Experience CEO Experience
Public Company Board Experience Public Company Board Experience

Board Committees

  • Audit Committee (Chairman)
  • Human Resources and Compensation Committee

Previous Business Experience

  • CEO, E*TRADE Financial Corporation, (financial services) (2010-2012)
  • Several executive positions at Citigroup (2005-2010), including executive vice president, Citibank N.A.; chairman and CEO of Citi Holdings-global consumer; CEO, global cards; chairman and CEO, global consumer group, N.A.; co-chairman, global consumer group; chairman and CEO, Citi Cards
  • Additional positions with Citigroup's predecessor companies and affiliates (1980-2005)
  • Director, several Citigroup affiliates (including Citibank N.A.)

Current Public Company Boards

  • Regional Management Corp. (consumer finance) (audit committee and compensation committee chair)

Additional MasterCard Experience

  • Director of U.S. region board prior to IPO (2001-2006) (Chairman from 2004-2006)

Additional Positions

  • Director, OANDA Corporation (Internet-based forex trading and currency information services)
  • Senior Advisor of Verisk Analytics, Inc. (data analysis and risk assessment); and 24/7 (technology consulting)
  • Trustee, Hofstra University

Past Public Company Boards

  • E*TRADE Financial Corporation
Julius Genachowski
Director since
June 2014
Age at Annual Meeting: 53

Managing Director and Partner, The Carlyle Group, a global alternative asset management firm (since January 2014)

Mr. Genachowski brings to the Board extensive digital and media expertise, regulatory experience, information security insight and both global and consumer perspective through a career as a senior government official and senior business executive, investor and director at or with internet, media, telecommunications and other companies. Mr. Genachowski also adds valuable financial knowledge as a global asset management firm partner and through experience in private equity at a large operating business and on public audit committees.

Skills & Qualifications:

Global Perspective Global Perspective
Digital & Innovation Digital & Innovation
Regulatory & Governmental Regulatory & Governmental
Consumer Consumer
Information Security Information Security
Financial Financial
Public Company Board Experience Public Company Board Experience

Board Committees

Previous Business Experience

  • Chairman, U.S. Federal Communications Commission (2009-2013)
  • Senior executive roles with IAC/InterActiveCorp (internet and media), including chief of business operations and general counsel
  • Senior Advisor, General Atlantic (private equity firm)
  • 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)

Current Public Company Boards

  • Sprint Corporation (audit committee)

Additional Positions

  • Member, President's Intelligence Advisory Board (U.S.)
  • Director of AsiaSat (Asian satellite operator) (compliance committee); Sonos (consumer electronics and software); and Syniverse Technologies (technology and business services provider) (compensation committee)

Past Public Company Boards

  • Ticketmaster Entertainment, Inc.; Expedia, Inc.; Hotels.com; Web.com Group, Inc.
Merit E. Janow
Director since
June 2014
Age at Annual Meeting: 58

Dean, School of International and Public Affairs (SIPA), Columbia University (since July 2013)

Professor Janow contributes to the Board extensive global and financial perspective through a career as dean and professor of international economic law and international affairs. Her extensive regulatory experience serving on world trade bodies and representing the U.S. in trade and international competition policy matters provides valuable insight on engaging and partnering with regulators. She brings innovation insights as a director of a high-growth technology company.

Skills & Qualifications:

Global Perspective Global Perspective
Digital & Innovation Digital & Innovation
Regulatory & Governmental Regulatory & Governmental
Financial Financial
Public Company Board Experience Public Company Board Experience

Board Committees

Previous Business Experience

  • Professor of international economic law and international affairs at SIPA (since 1994)
  • Leadership positions at Columbia University, including director, international finance and economic policy program; director, masters' program in international affairs; and chairman, Columbia University's 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

Current Public Company Boards

  • Trimble Navigation Limited (corporate governance committee)

Additional Positions

  • Director, The NASDAQ Stock Market LLC (a subsidiary board of The NASDAQ OMX Group, Inc.)
  • Director and proxy committee member, American Funds (a mutual fund family of the Capital Group) (more than 20 funds)
  • Charter member, International Advisory Council of China Investment Corporation
  • Member, Council on Foreign Relations
  • Director, Japan Society
Nancy J. Karch
Director since
January 2007
Age at Annual Meeting: 68

Director Emeritus, McKinsey & Company (since 2000)

Ms. Karch brings to the Board extensive merchant, retail and consumer marketing experience through her career as a consultant to global retail clients and as a director at several retail and retail-centric companies, contributing global perspective and strong consumer, digital and global payments experience. Ms. Karch's extensive experience as a director of U.S. public companies, including her chairman experience and past and present service on public company audit committees, adds valuable corporate governance and financial insight.

Skills & Qualifications:

Global Perspective Global Perspective
Global Payments Global Payments
Digital & Innovation Digital & Innovation
Consumer Consumer
Financial Financial
Public Company Board Experience Public Company Board Experience

Board Committees

Previous Business Experience

  • Senior Partner, McKinsey & Company (consulting firm) (1988-2000)
  • Served in several other capacities at McKinsey & Company (1974-1988)

Current Public Company Boards

  • Non-Executive Chairman, Kate Spade and Company (nominating and corporate governance and audit committees)
  • Kimberly-Clark Corporation (nominating and corporate governance committee chairman)

Additional Positions

  • Trustee and Chairman, Northern Westchester Hospital
  • Trustee, Northwell Health System

Past Public Company Boards

  • CEB
  • Genworth Financial, Inc.
  • The Gillette Company
  • Nabisco
  • Toys "R" Us, Inc.
Oki Matsumoto
Director Nominee
Age at Annual Meeting: 52

Managing Director, Chairman and CEO, Monex Group, Inc., an online securities brokerage firm (since 2011)

Mr. Matsumoto has been nominated to serve as a director of MasterCard, subject to his election at the Annual Meeting. As the founder and CEO of a Japan-based, publicly-traded financial services holding company and former director of a stock exchange, as well as through a career in investment banking, Mr. Matsumoto will provide global perspective and extensive financial expertise to the Board. His leadership of a global online securities brokerage firm will provide valuable digital and innovation experience.

Skills & Qualifications:

Global Perspective Global Perspective
Digital & Innovation Digital & Innovation
Financial Financial
CEO Experience CEO Experience
Public Company Board Experience Public Company Board Experience

Board Committees

Previous Business Experience

  • Founded Monex, Inc. (financial services) in 1999; held management roles including Representative Director and CEO (2004-2011) and Representative Director, President and CEO (1999-2004)
  • General Partner, Goldman Sachs Group, L.P. (1994-1998)
  • Vice President, Goldman Sachs Japan Co., Ltd. (1992-1994)
  • Analyst, Goldman Sachs Japan Co., Ltd. (1990-1992)
  • Analyst, Salomon Brothers Asia Limited (1987-1990)

Current Public Company Boards

  • Kakaku.com, Inc.
  • JIN CO., LTD
  • Monex Group, Inc.

Additional Positions

  • International Board Member, Human Rights Watch
  • Councilor, International House of Japan
  • Former member, Economic Counsel to the Prime Minister
  • Former Director, Tokyo Stock Exchange (2008-2013)
Rima Qureshi
Director since
April 2011
Age at Annual Meeting: 51

Senior Vice President, Chief Strategy Officer and Head of M&A, Ericsson, a global technology, software and services company (since May 2014)

Ms. Qureshi contributes to the Board global perspective, digital expertise and innovation insights through her extensive senior level experience at a global telecommunications equipment and services provider, including roles in strategy, regional management, research and development, sales, services and manufacturing. Having spent numerous years working in the telecommunications and information technology industries, Ms. Qureshi provides the Board with relevant global payments and information security expertise.

Skills & Qualifications:

Global Perspective Global Perspective
Global Payments Global Payments
Digital & Innovation Digital & Innovation
Information Security Information Security
Financial Financial
Public Company Board Experience Public Company Board Experience

Board Committees

  • Audit Committee

Previous Business Experience

  • Executive positions at Ericsson, including Senior Vice President-strategic projects (2012-2014) and Senior Vice President and head of business unit CDMA mobile systems (2010-2012)
  • Additional positions at Ericsson (1993-2010), including vice president, strategic program manager, Ericsson-U.S.; vice president and service sales, Ericsson-Canada; vice president and head of product area customer support, Ericsson-Stockholm
  • IT consultant, DMR Group Inc.

Current Public Company Boards

  • Great West Lifeco. (Nominee for election at the annual meeting in May 2016)

Additional Positions

  • Chairperson, Northern Europe, Russia and Central Asian Region of Ericsson

Past Public Company Boards

  • Wolters Kluwer (compensation committee)
José Octavio Reyes Lagunes
Director since
January 2008
Age at Annual Meeting: 64

Former Vice Chairman, The Coca-Cola Export Corporation, The Coca-Cola Company, a global beverage company (January 2013 - March 2014)

Mr. Reyes shares with the Board global perspective and regulatory experience as a retired senior executive and Latin America group president of a leading multinational public company. His experience as a beverage industry brand manager in North America and Latin America and as a director of public companies in the beverage industry provides the Board with strong consumer insight and global payments experience.

Skills & Qualifications:

Global Perspective Global Perspective
Global Payments Global Payments
Regulatory & Governmental Regulatory & Governmental
Consumer Consumer
Public Company Board Experience Public Company Board Experience

Board Committees

Previous Business Experience

  • Vice Chairman, The Coca-Cola Export Corporation, The Coca-Cola Company (2013-2014)
  • Executive positions at The Coca-Cola Company, including President, Latin America Group (2002-2012); and President, Coca-Cola de México (1996-2002)
  • Additional management positions at The Coca-Cola Company (1980-1996), including manager of strategic planning, Coca-Cola de México; manager, Sprite and Diet Coke brands (corporate headquarters, Atlanta); marketing director for Brazil; and vice president of marketing and operations, Coca-Cola de México
  • Grupo IRSA, a Monsanto Company joint venture (5 years' experience)

Current Public Company Boards

  • Coca-Cola HBC AG (social responsibility committee)
  • Coca-Cola FEMSA S.A.B de C.V. (KOF)

Additional Positions

  • Director, Fundación UNAM
  • Director, Papalote Children's Museum in Mexico City
Jackson Tai
Director since
September 2008
Age at Annual Meeting: 65

Former Vice Chairman and Chief Executive Officer, DBS Group and DBS Bank Ltd. (June 2002 - December 2007)

Mr. Tai brings to the Board extensive global executive experience in global 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, telecommunications and retail companies provides valuable consumer and digital and innovation insight.

Skills & Qualifications:

Global Perspective Global Perspective
Global Payments Global Payments
Digital & Innovation Digital & Innovation
Regulatory & Governmental Regulatory & Governmental
Consumer Consumer
Financial Financial
CEO Experience CEO Experience
Public Company Board Experience Public Company Board Experience

Board Committees

  • Audit Committee
  • Nominating and Corporate Governance Committee

Previous Business Experience

  • Vice Chairman and CEO, DBS Group and DBS Bank Ltd. (2002-2007)
  • Prior executive positions at DBS Group (1999-2002), including President and COO and CFO
  • Senior management positions at Investment Banking Division, J.P. Morgan & Co. Incorporated (New York, Tokyo and San Francisco) (1974-1999)

Current Public Company Boards

  • Royal Philips N.V. (audit committee chairman)
  • Bank of China Limited (audit, risk and strategic development committee)
  • Eli Lilly and Company (audit and finance committees)

Additional Positions

  • Director of privately-held Vaporstream, Inc. (secure messaging technology co.) and Russell Reynolds Associates, Inc.
  • Director, Metropolitan Opera
  • Former director, Brookstone Inc. (non-executive chairman and audit committee) (served as interim President and CEO from Jan 2012-May 2012)*
  • Former director, Cassis International Pte. Ltd.
  • Member, Bloomberg Asia Pacific Advisory Board and Harvard Business School Asia Pacific Advisory Board
  • Trustee, Rensselaer Polytechnic Institute

Past Public Company Boards

  • ING Groep N.V. (audit committee chairman)
  • NYSE Euronext (audit and technology committees)
  • Singapore Airlines (audit committee)
  • DBS Group

* In April 2014 (after Mr. Tai's Nov. 2013 resignation from its board), Brookstone Inc. commenced a voluntary, prearranged reorganization case under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy  Court for the District of Delaware.

Audit Committee
Marc Olivié
Marc Olivié*
* through the date of the Annual Meeting

Number of meetings in 2015: 11

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, and
  • the quality of MasterCard's internal controls.

2015 Highlights

See the Audit Committee Report (pg 74) for a list of the committee's activities in 2015.

Independence

Each committee member has been determined by the Board to qualify as independent under the independence criteria established by the SEC and the NYSE. The Board also has determined that each committee member is "financially literate" within the meaning of the NYSE listing standards. No committee member simultaneously serves on the audit committees of more than three public companies as defined in the NYSE Listed Company Manual.

Audit Committee Financial Experts

The Board has identified both Mr. Freiberg and Mr. Tai as "audit committee financial experts" under the applicable SEC rules based on their experience and qualifications.



Nominating and Corporate Governance Committee
Nancy J. Karch
Chairman
Edward Suning Tian
Edward Suning Tian*
* through the date of the Annual Meeting

Number of meetings in 2015: 5

Primary Responsibilities

The NCG:

  • identifies individuals qualified to become directors
  • recommends that the Board select the candidates for directorships to be filled by the Board or by the stockholders
  • develops and recommends to the Board a set of corporate governance principles
  • oversees the annual process for Board and committee self-evaluations
  • oversees legal, regulatory and public policy matters significant to MasterCard, and
  • takes a leadership role in shaping corporate governance with a focus on the long-term interests of MasterCard and its stockholders.

2015 Highlights

  • Established an Innovation Working Group to explore and provide guidance to management on innovation
  • Monitored governance trends (including considering proxy access) and examined developments in our intellectual property, franchise integrity and regulatory engagement programs
  • Refreshed Board and committee membership, including by nominating Oki Matsumoto for election as a director at the Annual Meeting, and
  • Updated director skills and experience qualifications to better reflect MasterCard's strategic vision and business activities.

Independence

Each committee member has been determined by the Board to qualify as independent under the independence criteria established by the NYSE.



Human Resources and Compensation Committee
Marc Olivié
Marc Olivié*
* through the date of the Annual Meeting

Number of meetings in 2015: 8

Primary Responsibilities

The HRCC is primarily responsible for:

  • ensuring that MasterCard's compensation and benefit programs are fair and appropriate, and designed to attract, retain and motivate employees.
  • ensuring that pay practices are consistent with our stated compensation strategy, reasonable in view of our economics, take into consideration the relevant practices of similar companies and are consistent with the requirements of appropriate regulatory bodies
  • determining annual and long-term goals for MasterCard and ensuring that compensation paid to executive officers is commensurate with levels of performance
  • ensuring that we have a thorough succession planning process, and
  • providing direction and perspective to management on strategies with significant human resource implications.

2015 Highlights

  • Evaluated MasterCard's long-term incentive plan and modified eligibility and award criteria to align with evolving market conditions and company strategy
  • Performed global benefits framework review to assess strategy, competitiveness, risks and regulatory compliance of programs, and
  • Performed a review of MasterCard's overall succession planning strategy.

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.



Global Perspective

Global Perspective including significant experience in the geographic regions in which we operate.

Directors with this skill/qualification:



Global Payments

Global Payments including within retail banking, telecommunications, technology and data.

Directors with this skill/qualification:



Digital & Innovation

Digital & Innovation including application of technology in payments, mobile and digital, as well as Internet, retail and social media experience.

Directors with this skill/qualification:



Regulatory & Governmental

Regulatory & Governmental including deep engagement with regulators as part of a business and/or through positions with governments and regulatory bodies.

Directors with this skill/qualification:



Consumer

Consumer including brand, marketing and retail experience and other merchant background.

Directors with this skill/qualification:



Information Security

Information Security including cyber-security and data privacy.

Directors with this skill/qualification:



Financial
CEO Experience

CEO Experience including service as a chief executive officer at publicly-traded and private companies.

Directors with this skill/qualification:



Public Company Board Experience

Below is a summary of the primary experiences, qualifications and skills that our director nominees bring to the Board:

12 members with this skill (click to see who) 12
CEO CEO
7 members with this skill (click to see who) 7
8 members with this skill (click to see who) 8
5 members with this skill (click to see who) 5
11 members with this skill (click to see who) 11
9 members with this skill (click to see who) 9
11 members with this skill (click to see who) 11
7 members with this skill (click to see who) 7
11 members with this skill (click to see who) 11

 
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