Annual Report  |  Proxy Statement
  • Zoom In
  • Search
  • Search
Annual Report  |  Proxy Statement
2018 Proxy Statement
  • Print
  • Print
  • PrintPrint
  • Clickable Index
  • Clickable IndexClickable Index
  • Thumbnails
  • ThumbnailsThumbnails
  • Help
  • HelpHelp
Chairman and Director since: 2006
Age at Annual Meeting: 61
Global Perspective Public Company Board Experience Financial Digital & Innovation Regulatory & Governmental CEO Experience
Director since: 2010
Age at Annual Meeting: 58
Global Perspective Public Company Board Experience Financial Digital & Innovation Regulatory & Governmental Payments Consumer CEO Experience Information Security
Board Committees:
Director since: 2008
Age at Annual Meeting: 70
Global Perspective Financial Digital & Innovation Regulatory & Governmental Payments Consumer CEO Experience Information Security
Director since: 2006
Age at Annual Meeting: 64
Global Perspective Public Company Board Experience Financial Digital & Innovation Regulatory & Governmental Payments CEO Experience Information Security
Director since: Nominee
Age at Annual Meeting: 60
Public Company Board Experience Financial Regulatory & Governmental Payments Consumer CEO Experience
Board Committees:
Director since: 2006
Age at Annual Meeting: 61
Global Perspective Public Company Board Experience Financial Digital & Innovation Regulatory & Governmental Payments Consumer CEO Experience Information Security
Director since: 2014
Age at Annual Meeting: 55
Global Perspective Public Company Board Experience Financial Digital & Innovation Regulatory & Governmental Consumer CEO Experience Information Security
Director since: 2018
Age at Annual Meeting: 54
Global Perspective Public Company Board Experience Financial Payments Consumer CEO Experience Information Security
Director since: 2014
Age at Annual Meeting: 60
Global Perspective Public Company Board Experience Financial Digital & Innovation Regulatory & Governmental Information Security
Director since: 2007
Age at Annual Meeting: 70
Global Perspective Public Company Board Experience Financial Digital & Innovation Payments Consumer
Board Committees:
Director since: 2016
Age at Annual Meeting: 54
Global Perspective Public Company Board Experience Financial Digital & Innovation CEO Experience
Director since: 2011
Age at Annual Meeting: 53
Global Perspective Public Company Board Experience Financial Digital & Innovation Regulatory & Governmental Payments Consumer Information Security
Board Committees:
Director since: 2008
Age at Annual Meeting: 66
Global Perspective Public Company Board Experience Regulatory & Governmental Payments Consumer
Board Committees:
Director since: 2008
Age at Annual Meeting: 67
Global Perspective Public Company Board Experience Financial Digital & Innovation Regulatory & Governmental Payments Consumer CEO Experience Information Security
 
Richard Haythornthwaite

Chairman and Director since
May 2006

61
Age at
Annual
Meeting

Board Committees:

Global Perspective Public Company Board Experience Financial Digital & Innovation Regulatory & Governmental CEO Experience
Richard Haythornthwaite
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 a current and former 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.
Current Public Company Boards
  • Non-Executive Chairman, Centrica PLC (nominations committee chairman)
Additional Positions
  • Chairman of each of The Creative Industries Federation; QiO Technologies; Arc International Holdings and its parent company Glass Holdings SA
  • Senior Advisor, Moelis & Company
Previous 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
Past Public Company Boards
  • Non-Executive Chairman, Network Rail; 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

58
Age at
Annual
Meeting

Board Committees:

Global Perspective Public Company Board Experience Financial Digital & Innovation Regulatory & Governmental Payments Consumer CEO Experience Information Security
Ajay Banga
President and Chief Executive Officer (since July 2010)
Mr. Banga, our President and CEO, contributes to the Board extensive global payments experience (including with payments technology and retail banking), as well as a deep focus on innovation and information security. As our CEO and as a member of business advocacy organizations and government-sponsored committees, Mr. Banga provides valuable perspective on engaging and partnering with regulators. His brand marketing experience (including at several global food and beverage companies) adds strong consumer insight.
Additional Positions
  • Member, President’s Advisory Committee for Trade Policy and Negotiations (U.S.)
  • Former member, President’s Commission on Enhancing National Cybersecurity (U.S.)
  • Co-founder, Cyber Readiness Institute
  • Member and former chairman, U.S.-India Business Council
  • Director of the American Red Cross
  • Fellow, Foreign Policy Association
  • Vice Chairman, The Business Council
  • Member, materials advisory committee of the Board of Directors, DowDuPont, Inc.
  • Founding Trustee, U.S.-India Strategic Partnership Forum
  • Co-Chair, Partnership for New York City
Previous Experience
  • President and COO, Mastercard (2009-2010)
  • Executive positions at Citigroup (1996-2009), including CEO, Asia Pacific region; Chairman and CEO, International Global Consumer Group; Executive Vice President, Global Consumer Group; President, Retail Banking, North America; and business head for CitiFinancial and the U.S. Consumer Assets Division
Past Public Company Boards
  • The Dow Chemical Company
  • Kraft Foods Inc.
 
Silvio Barzi

Director since
January 2008

70
Age at
Annual
Meeting

Board Committees:

Global Perspective Financial Digital & Innovation Regulatory & Governmental Payments Consumer CEO Experience Information Security
Silvio Barzi
Former Senior Advisor and Executive Officer, UniCredit Group (June 2007-November 2010)
Mr. Barzi has extensive 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 contributes understanding of developing markets.
Additional Positions
  • Former director of SIA Group subsidiaries - SiNSYS (card processor) and Perago Financial System Enablers (Pty) Ltd. (central banking applications software) (Chairman)
  • Former director, Quercia Software
Additional Mastercard Experience
  • Member of pre-IPO board (2003-2006) and non-voting observer (2007-2008)
  • Board liaison for Mastercard Foundation (since April 2013)
  • Member of European Regional Advisory Board since IPO (Chairman since 2007) and predecessor Europe Region Board (2001-2006)
Previous 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 (postretirement)
  • COO, Winterthur/Credit Suisse Italy (insurance)
  • Partner, McKinsey & Company (management consulting)
 
David R. Carlucci

Director since
May 2006

64
Age at
Annual
Meeting

Board Committees:

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

Director since
Nominee

60
Age at
Annual
Meeting

Board Committees:

Public Company Board Experience Financial Regulatory & Governmental Payments Consumer CEO Experience
Richard K. Davis
Former Executive Chairman, U.S. Bancorp (April 2017-April 2018)
Mr. Davis brings to the Board extensive payments experience, global perspective and consumer insight as former CEO, executive chairman and longtime senior executive of a publicly traded financial holding company and former chairman of a banking association and payments company. As a leader and Board member of companies in highly regulated industries, as well as a former Federal Reserve representative, he provides valuable perspective on engaging and partnering with regulators. Mr. Davis’ extensive experience in financial services and his membership on public company audit and finance committees contribute strong financial understanding.
Current Public Company Boards
  • Xcel Energy, Inc. (chair, governance, compensation and nominating committee; finance committee)
Additional Positions
  • Member, materials advisory committee of the Board of Directors, DowDuPont, Inc.
  • Director of Mayo Clinic; Twin Cities YMCA; University of Minnesota Foundation; American Red Cross
  • Immediate Past Chair, Greater MSP (Minneapolis Saint Paul Regional Economic Development Partnership)
Previous Experience
  • Executive positions at U.S. Bancorp, including Chairman (2007-April 2017); Chief Executive Officer (December 2006-April 2017); President (October 2004-January 2016); and Chief Operating Officer (2004-2006)
Past Public Company Boards
  • U.S. Bancorp (2006-April 2018)
  • The Dow Chemical Company (2015-2017)
 
Steven J. Freiberg

Director since
September 2006

61
Age at
Annual
Meeting

Board Committees:

Global Perspective Public Company Board Experience Financial Digital & Innovation Regulatory & Governmental Payments Consumer CEO Experience Information Security
Steven J. Freiberg
Senior Advisor, The Boston Consulting Group, a global management consulting firm (since December 2012)
Mr. Freiberg contributes to the Board extensive senior-level payments experience, including leading retail banking and payments businesses. This experience provides global perspective and regulatory 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.
Current Public Company Boards
  • Regional Management Corp. (consumer finance) (audit committee and compensation committee chair)
Additional Positions
  • Chairman, Fair Square Financial LLC (credit card-focused venture)
  • Chairman, Rewards Network (marketing and loyalty services provider to restaurant industry)
  • Vice Chairman, Social Finance, Inc. (private personal finance company)
  • Director of OANDA Corporation (Internet-based FX market trading and currency information services) and Purchasing Power, LLC (consumer product purchasing provider)
  • Senior Advisor of Verisk Analytics, Inc. (data analysis and risk assessment) and 24/7 (technology consulting)
  • Trustee, Hofstra University
Additional Mastercard Experience
  • Director of U.S. region board prior to IPO (2001-2006) (Chairman from 2004-2006)
Previous Experience
  • CEO, E*TRADE Financial Corporation, (financial services) (2010-2012)
  • Several executive positions at Citigroup (2005-2010), including EVP, Citibank N.A.; Chairman and CEO of Citi Holdings–global consumer; CEO, global cards; Chairman and CEO, global consumer group, N.A.; Co-Chairman, global consumer group; Chairman and CEO, Citi Cards
Past Public Company Boards
  • E*TRADE Financial Corporation
 
Julius Genachowski

Director since
June 2014

55
Age at
Annual
Meeting


Global Perspective Public Company Board Experience Financial Digital & Innovation Regulatory & Governmental Consumer CEO Experience Information Security
Julius Genachowski
Managing Director and Partner, The Carlyle Group, a global alternative asset manager (since January 2014)
Mr. Genachowski brings to the Board extensive digital, technology, media and telecommunications expertise, regulatory experience, information security insight, and both global and consumer perspectives through a career as a senior government official and senior business executive, investor and director at or with Internet, technology and other related companies. He also adds valuable financial knowledge as a partner at a global private equity firm and through experience at a large operating business and on public audit committees.
Current Public Company Boards
  • Sprint Corporation (audit committee)
  • AsiaSat (Asian satellite operator) (compliance committee)
Additional Positions
  • Director, Sonos (consumer electronics and software) (chairman, nominations and governance committee); Syniverse Technologies (technology and business services provider) (compensation committee); and ProKarma (IT services) (compensation committee); ZeroChaos (workforce management solutions)
  • Former member, President’s Intelligence Advisory Board (U.S.)
Previous Experience
  • Chairman, U.S. Federal Communications Commission (2009-2013)
  • Senior executive roles with IAC/InterActiveCorp (Internet and media), including chief of business operations and general counsel
  • Several other U.S. government roles, including chief counsel to FCC Chairman; law clerk to U.S. Supreme Court Justice David Souter; and congressional staff member (including for then-Representative Charles Schumer, and for the joint select committee investigating the Iran-Contra affair)
 
Choon Phong Goh

Director since
April 2018

54
Age at
Annual
Meeting


Global Perspective Public Company Board Experience Financial Payments Consumer CEO Experience Information Security
Choon Phong Goh
Chief Executive Officer, Singapore Airlines Limited (since January 2011)
Mr. Goh brings to the Board strong consumer insight, global perspective and payments experience as the CEO and longtime senior executive of a publicly traded multinational airline. His prior positions in finance and information technology contribute valuable information security experience and financial understanding.
Current Public Company Boards
  • Singapore Airlines Limited
Additional Positions
  • Director, SIA Engineering Company
  • Chairman, Budget Aviation Holdings Pte Ltd
  • Member, National University of Singapore Board of Trustees
  • Chairman, Board of Governors of the International Air Transport Association
  • Member, Massachusetts Institute of Technology Presidential CEO Advisory Board
Previous Experience
  • Executive Vice President Marketing and the Regions, Singapore Airlines Limited (June 2010-December 2010)
  • President, Singapore Airlines Limited, Cargo (June 2006-February 2010)
  • Previous leadership positions at Singapore Airlines Limited, including Senior Vice President Finance, Senior Vice President Information Technology and Senior Vice President Commercial Technology
 
Merit E. Janow

Director since
June 2014

60
Age at
Annual
Meeting


Global Perspective Public Company Board Experience Financial Digital & Innovation Regulatory & Governmental Information Security
Merit E. Janow
Dean, School of International and Public Affairs, Columbia University (since July 2013)
Professor Janow contributes to the Board extensive global and financial perspective through a career as dean and, since 1994, 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.
Current Public Company Boards
  • Trimble Navigation Limited (corporate governance committee)
Additional Positions
  • 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 of each of Japan Society; National Committee on U.S.-China Relations; and Rockefeller Financial (through mid-2018)
  • Co-Lead for the Columbia University Tech & Policy Initiative, including serving as Co-Chair, New York Cyber Task Force
Previous Experience
  • Leadership positions at Columbia University, including director, international finance and economic policy program; director, master’s program in international affairs; and Chairman, Advisory Committee on Socially Responsible Investing
  • Member, Appellate Body of the World Trade Organization
  • Executive director, the International Competition Policy Advisory Committee of the U.S. Department of Justice
  • Deputy Assistant U.S. Trade Representative, Japan and China
 
Nancy Karch

Director since
January 2007

70
Age at
Annual
Meeting

Board Committees:

Global Perspective Public Company Board Experience Financial Digital & Innovation Payments Consumer
Nancy Karch
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 payments experience. Ms. Karch’s extensive experience as a director of U.S. public companies, including her chairman experience and past service on public company audit committees, adds valuable corporate governance and financial insight.
Current Public Company Boards
  • Kimberly-Clark Corporation (nominating and corporate governance committee Chairman)
Additional Positions
  • Member, Board of Overseers, Northwell Health System
  • Director, The SPCA of Westchester, Inc.
  • Director, St. Mary’s Healthcare System for Children (Queens, New York)
Previous Experience
  • Senior Partner, McKinsey & Company (consulting firm) (1988-2000)
  • Served in several other capacities at McKinsey & Company (1974-1988)
Past Public Company Boards
  • CEB (former Lead Director)
  • Genworth Financial, Inc.
  • The Gillette Company
  • Kate Spade and Company (former Non-Executive Chairman)
  • Nabisco
  • Toys “R” Us, Inc.
 
Oki Matsumoto

Director since
June 2016

54
Age at
Annual
Meeting


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

Director since
April 2011

53
Age at
Annual
Meeting

Board Committees:

Global Perspective Public Company Board Experience Financial Digital & Innovation Regulatory & Governmental Payments Consumer Information Security
Rima Qureshi
Executive Vice President and Chief Strategy Officer, Verizon Communications Inc. (since November 2017)
Ms. Qureshi contributes to the Board global perspective, digital expertise and innovation insights through her extensive senior-level experience at global telecommunications equipment and services providers, 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 and having completed the NACD/Carnegie Mellon CERT certification in cybersecurity oversight, Ms. Qureshi provides the Board with relevant payments and information security expertise.
Additional Positions
  • Director, GSMA Board (telecom industry association) (audit committee)
  • Director, Verizon Foundation
Previous Experience
  • Executive positions at Ericsson, including President, North America (2017); Senior Vice President, chief strategy officer and head of M&A (2014-2016); and Senior Vice President–strategic projects (2012-2014)
  • Additional positions at Ericsson (1993-2012), including Senior Vice President and head of business unit CDMA mobile systems (2010-2012)
  • IT consultant, DMR Group Inc.
Past Public Company Boards
  • Wolters Kluwer
  • Great-West Lifeco Inc.
 
José Octavio Reyes Lagunes

Director since
January 2008

66
Age at
Annual
Meeting

Board Committees:

Global Perspective Public Company Board Experience Regulatory & Governmental Payments Consumer
José Octavio Reyes Lagunes
Former Vice Chairman, The Coca-Cola Export Corporation, The Coca-Cola Company, a global beverage company (January 2013-March 2014)
Mr. Reyes contributes global perspective and regulatory experience to the Board as a retired senior executive and Latin America group president of a leading multinational public company. His experience as a beverage industry brand manager in North America and Latin America and as a director of public companies in the beverage industry provides the Board with strong consumer insight and payments experience.
Current Public Company Boards
  • Coca-Cola HBC AG (social responsibility committee)
  • Coca-Cola FEMSA S.A.B. de C.V. (KOF)
Additional Positions
  • Director, Papalote Children’s Museum, Mexico City
Previous Experience
  • Vice Chairman, The Coca-Cola Export Corporation, The Coca-Cola Company (2013-2014)
  • Executive positions at The Coca-Cola Company, including President, Latin America Group (2002-2012) and President, Coca-Cola de México (1996-2002)
  • Additional management positions at The Coca-Cola Company (1980-1996), including manager of strategic planning, Coca-Cola de México; manager, Sprite and Diet Coke brands (corporate headquarters, Atlanta); marketing director for Brazil; and vice president of marketing and operations, Coca-Cola de México
  • Grupo IRSA, a Monsanto Company joint venture (five years’ experience)
 
Jackson Tai

Director since
September 2008

67
Age at
Annual
Meeting

Board Committees:

Global Perspective Public Company Board Experience Financial Digital & Innovation Regulatory & Governmental Payments Consumer CEO Experience Information Security
Jackson Tai
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 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.
Current Public Company Boards
  • Royal Philips N.V. (audit committee chairman)
  • Eli Lilly and Company (audit and finance committees)
  • HSBC Holdings plc (group risk committee chair and financial system vulnerabilities committee)
Additional Positions
  • Director, Canada Pension Plan Investment Board
  • Trustee, Rensselaer Polytechnic Institute
  • Director, Metropolitan Opera
  • Former Director, privately held Russell Reynolds Associates, Inc.
  • Former director, Cassis International Pte. Ltd. (payments technology company)
  • Former director, Brookstone Inc. (non-executive chairman and served as interim CEO from January 2012-May 2012)*
Previous Experience
  • Vice Chairman and CEO, DBS Group and DBS Bank Ltd. (2002-2007)
  • Prior executive positions at DBS Group (1999-2002), including President and COO and CFO
  • Senior management positions at Investment Banking Division, J.P. Morgan & Co. Incorporated (New York, Tokyo and San Francisco) (1974-1999)
Past Public Company Boards
  • Bank of China, Limited
  • Singapore Airlines Limited
  • ING Groep N.V.
  • DBS Group and DBS Bank Ltd.
* In April 2014, after Mr. Tai’s Nov. 2013 resignation from its board, Brookstone commenced a voluntary, prearranged reorganization case under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware.
Audit Committee
9
Number of Meetings in 2017

Primary Responsibilities
The Audit Committee assists our Board in its oversight of:
  • The quality and integrity of Mastercard’s financial statements
  • Mastercard's compliance with legal and regulatory requirements
  • The qualifications, performance and independence of Mastercard’s independent registered public accounting firm
  • Risk assessment and risk management
  • The performance of Mastercard’s internal audit function
  • The quality of Mastercard’s internal controls
Independence
Each committee member has been determined by the Board to qualify as independent under the independence criteria established by the SEC and the NYSE. The Board also has determined that each committee member is “financially literate” within the meaning of the NYSE listing standards. No committee member simultaneously serves on the audit committee of more than three public companies as defined in the NYSE Listed Company Manual.
Audit Committee Financial Experts
The Board has identified each of Mr. Freiberg and Mr. Tai as an “audit committee financial expert” under the applicable SEC rules based on their experience and qualifications.
Committee Charter
Each committee operates under a written charter. Download the Audit Committee Charter.
Human Resources and Compensation Committee
5
Number of Meetings in 2017

Primary Responsibilities
The HRCC is primarily responsible for:
  • Ensuring that Mastercard's compensation and benefit programs are fair and appropriate, as well as designed to attract, retain and motivate employees
  • Ensuring that pay practices are consistent with our stated compensation strategy, are reasonable in view of our economics, take into consideration the relevant practices of similar companies and are consistent with the requirements of appropriate regulatory bodies
  • Determining annual and long-term goals for Mastercard and ensuring that compensation paid to executive officers is commensurate with levels of performance
  • Ensuring that we have a thorough succession planning process
  • Providing direction and perspective to management on strategies with significant human resources implications
Independence
Each committee member has been determined by the Board to qualify as independent under the independence criteria established by the SEC and the NYSE, is a non-employee director for purposes of Rule 16b-3 under the Exchange Act and is an outside director for purposes of Section 162(m) of the Internal Revenue Code.

To learn more about how Mastercard considers and determines executive and non-employee director compensation, including the role of executive officers and the compensation consultant, see the “Compensation Discussion and Analysis” section beginning on pg 40.
Committee Charter
Each committee operates under a written charter. Download the Human Resources and Compensation Committee Charter.
Nominating and Corporate Governance Committee
5
Number of Meetings in 2017

Nancy Karch
Nancy Karch
Chairman
Primary Responsibilities
The NCG’s responsibilities include:
  • Identifying individuals qualified to become directors
  • Recommending that the Board select the candidates for directorships to be filled by the Board or by the stockholders
  • Developing and recommending to the Board a set of corporate governance principles
  • Overseeing the annual process for Board and committee self-evaluations
  • Overseeing legal, regulatory and public policy matters significant to Mastercard
  • Taking a leadership role in shaping corporate governance with a focus on the long-term interests of Mastercard and its stockholders
  • Considering issues significant to Mastercard concerning corporate social responsibility and diversity initiatives and any issues raised by stockholders
Independence
Each committee member has been determined by the Board to qualify as independent under the independence criteria established by the NYSE.
Committee Charter
Each committee operates under a written charter. Download the Nominating and Corporate Governance Committee Charter.
Global Perspective
Digital & Innovation

Including application of technology in payments, mobile and digital, as well as Internet, retail and social media experience

Nominees with this skill/qualification:

Regulatory & Governmental

Including deep engagement with regulators as part of a business and/or through positions with governments and regulatory bodies

Nominees with this skill/qualification:

Payments

Including within retail banking, telecommunications, technology and data

Nominees with this skill/qualification:

Consumer

Including brand, marketing and retail experience and other merchant background

Nominees with this skill/qualification:

CEO Experience

Including service as a chief executive officer at a publicly traded or a private company

Nominees with this skill/qualification:

Information Security

Including cybersecurity and data privacy

Nominees with this skill/qualification:

 
   ...Previous
Continue...   
WARNING: JavaScript is disabled. CLICK HERE for help.
  • Go to previous page
  • Go to previous page
Page 101 of 101
  • Go to next page
  • Go to next page