UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.   )
Filed by the Registrant  x
Filed by a Party other than the Registrant  ¨
Check the appropriate box:
 
¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material under §240.14a-12
MASTERCARD INCORPORATED
mclogoa01.jpg
Mastercard Incorporated
(Name of Registrant as Specified In Itsin its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
x No fee required.
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 (1)Title of each class of securities to which transaction applies:
 (2)
Aggregate number of securities to which transaction applies:
 (3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
 (4)
Proposed maximum aggregate value of transaction:
 (5)
Total fee paid:
¨Fee paid previously with preliminary materials.
¨Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 (1)
Amount Previously Paid:
 
 (2)
Form, Schedule or Registration Statement No.:
 
 (3)
Filing Party:
 
 (4)
Date Filed:
 







April 29, 2016
Dear Fellow Stockholder:frontcover.jpg

We are pleased to invite you to the 2016 Annual Meeting of Stockholders of MasterCard Incorporated, which will be held on Tuesday, June 28, 2016, at 8:30 a.m. (Eastern time) at the MasterCard Incorporated headquarters, 2000 Purchase Street, Purchase, New York. A notice of the meeting and a proxy statement containing information about the matters to be acted upon are attached to this letter.

2016 is a momentous year for us.  We are celebrating not only our 50th anniversary as a company, but also our 10th year as a publicly-traded company. As we look back on the decade since our initial public offering, we are proud of the tremendous growth our company has experienced and the value we have been able to return to stockholders. And as we plan for the future, our strategy remains rooted in our history of innovation and execution, steadied by a disciplined view of capital allocation. Under the oversight of our board, we strive to carry out our strategic vision and continue to preserve our credit rating while investing in critical areas that will drive future growth and return capital to stockholders. 

Our engaged board takes seriously its role in shepherding our business and shaping our talent as we prepare for our next challenges and opportunities - by reviewing our long-term strategic plans, ensuring the resilience of our vision and keeping a watchful eye on our financial stability. With active guidance from our board, we are charting the course for what comes next - because more than at any other point in our 50-year history, the time to shape the future of payments is now.TABLE OF CONTENTS
We have modified our proxy statement this year with what we hope are concise and transparent explanations of our board’s governing principles and practices and commitment to MasterCard and its stockholders. The proxy statement includes, among other things, detailed information about our director candidates, highlights of our committees’ 2015 accomplishments and an enhanced report from our Audit Committee. 
Also, as part of our regular consideration of board composition, we reviewed the skills, tenure and experience of our current directors against MasterCard’s future strategy. After a deliberate and inclusive process, we are pleased to announce the nomination of a new director candidate, Oki Matsumoto. We also wish to express our gratitude to Mark Olivié and Edward Suning Tian, two of our longer serving directors, both of whom are not standing for re-election this year.
Your vote is important to us.  While we invite you to attend the meeting and exercise your right to vote your shares in person, we recognize that many of you may not be able to attend the Annual Meeting or may choose not to do so. Whether or not you plan to attend, we encourage you to promptly vote your shares by submitting your proxy on the Internet, by telephone, or by completing, signing, dating and returning your proxy card or voting instruction form.
 0102030405 
 
   
    
    
   
   
     
     
    
    
      
     
    
    
    
     
      
    
    
     
     
      
     
     
     
     
       
     
     
     
     
     
      
Thank you for being a stockholder and for the trust you have placed in MasterCard. We look forward to continuing our journey together in the decades to come.  
2Very truly yours,
Richard HaythornthwaiteAjay Banga
Chairman of the BoardPresident and Chief Executive Officer2019 MASTERCARD PROXY


MASTERCARD INCORPORATEDTABLE OF CONTENTS

2000 Purchase Street
Purchase, New York 10577
 060708091011
 
 
 
   
  
  
  
    
  
   
   
  
   
  
   
     
      
    
    
    
      
      
      
      
       
       
       
       
       
       
       

2019 MASTERCARD PROXY3


STOCKHOLDER LETTER

 
April 29, 2019
Dear Fellow Stockholder:
We are pleased to invite you to the 2019 Annual Meeting of Stockholders of Mastercard Incorporated, which will be held on Tuesday, June 25, 2019 at 8:30 a.m. (Eastern time) at the Mastercard Incorporated headquarters, 2000 Purchase Street, Purchase, NY. A notice of the meeting and a proxy statement containing information about the matters to be acted upon follow this letter.
Our slate of director nominees includes Gabrielle Sulzberger, Youngme Moon and Lance Uggla, each of whom is being considered by stockholders for the first time. In the following proxy statement, you will read about the skills and qualifications that make Mses. Sulzberger and Moon and Mr. Uggla strong additions to our Board.
We wish to express our gratitude to Silvio Barzi and Nancy Karch, two of our longer serving directors, both of whom are not standing for re-election this year.
Your vote is important to us. We invite you to attend the meeting and exercise your right to vote your shares in person, though we recognize that many of you may not be able to attend the meeting or may choose not to do so. You also have the opportunity to listen to the meeting as it occurs using a link we will post in the “Investor Relations” section of our website (www.mastercard.com/investor). Whether or not you plan to attend, please promptly vote your shares by submitting your proxy by telephone or Internet or by completing, signing, dating and returning your proxy card or voting instruction form.
We encourage you to visit the “Investor Relations” section of our website (www.mastercard.com/investor) where we have posted a letter to stockholders that provides an in-depth look at our strategy and our commitment to financial inclusion.
Thank you for being a stockholder and for the trust you have placed in Mastercard.
Very truly yours,
master3494241-npsx6x1.jpg
master3494241-npsx6x2.jpg
Richard Haythornthwaite
Chairman of the Board
Ajay Banga
President and Chief Executive Officer
NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS
To be held on June 28, 2016

42019 MASTERCARD PROXY

To the Stockholders

master3494241npsx7x101.jpg



NOTICE OF 2019 ANNUAL MEETING OF STOCKHOLDERS

Notice of MasterCard Incorporated:
The 2016 Annual Meeting2019 annual meeting of Stockholders (the “Annual Meeting”) of MasterCard Incorporated will be held on Tuesday, June 28, 2016, at 8:30 a.m. (Eastern time) at the MasterCard Incorporated headquarters, 2000 Purchase Street, Purchase, New York, to:stockholders
1.Electmaster3494241-npsx8x1.jpg
When
Tuesday, June 25, 2019
at 8:30 a.m. (Eastern time)
master3494241-npsx8x2.jpg
Where
Mastercard Incorporated
2000 Purchase Street
Purchase, New York
iconrecorddate.jpg
Record date
April 26, 2019
iconperson.jpg
Who can vote
Holders of Mastercard’s Class A common stock at the 12close of business on April 26, 2019
Items of business
1Election of the 15 nominees named in the accompanying proxy statement to serve on MasterCard’sMastercard’s Board of Directors
iconcheckbox.jpg
FOR each director nominee
iconarrowbox.jpg
See pg 20
How to vote in advance
Your vote is important. Please vote as directorssoon as possible by one of the methods shown below. Be sure to have your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials in hand and follow the below instructions:
2.  Approve on an advisory basis the MasterCard’s2
Advisory approval of Mastercard’s executive compensation
iconcheckbox.jpg
FOR
iconarrowbox.jpg
See pg 101
3.  Ratify3
Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for MasterCardMastercard for 20162019
iconcheckbox.jpg
FOR
iconarrowbox.jpg
See pg 103
4–5Consideration of two stockholder proposals, if properly presented by the relevant stockholder proponents
iconcrossmark.jpg
AGAINST
iconarrowbox.jpg
4.See pg   Act on any107
Any other business which may properly come before the Annual Meeting2019 annual meeting or any adjournment or postponement thereofpostponement.
icontelephoneongray.jpg
The close of business on April 29, 2016 has been fixed as the record date for determining those stockholders entitled to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting (the “Record Date”). A list of eligible stockholders of record as of the close of business on the Record Date will be available for inspection by any stockholder or their attorney or agent for any purpose germane to the meeting during normal business hours 10 days prior to the Annual Meeting at the offices of MasterCard’s Corporate Secretary at 2000 Purchase Street, Purchase, New York and at the Annual Meeting.
We mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about April 29, 2016.
By telephone
You can vote your shares by calling 800.690.6903 toll-free
Attending the annual meeting
You will be asked to provide photo identification and appropriate proof of ownership to attend the meeting. You can find more information under “About the Annual Meeting and voting” on pg 117 of the proxy statement that follows.
iconinternetongray.jpg
By internet
You can vote your shares online at www.proxyvote.com
Audio webcast
You can listen to a live audio webcast of our Annual Meeting of Stockholders by visiting the “Investor Relations” page of our website (www.mastercard.com/investor) beginning at 8:30 a.m. (Eastern time) on June 25, 2019
Date of mailing
We will begin mailing the Notice of Internet Availability of Proxy Materialson or about April 29, 2019
iconmailongray.jpg
By mail
Complete, sign, date and return your proxy card or voting instruction form in the postage-paid envelope provided
Unless you or your representative attend Mastercard’s 2019 Annual Meeting of Stockholders (the “Annual Meeting”) in person, Mastercard must receive your vote either by telephone, Internet, proxy card or voting instruction form by 11:59 p.m. (Eastern time) on June 24, 2019 for your vote to be counted. Telephone and Internet voting facilities will close at that time.
Voting by telephone or Internet or by returning your proxy card or voting instruction form in advance of the Annual Meeting does not deprive you of your right to attend or vote at the Annual Meeting.
By Order of the Board of Directors
Janet McGinness
Corporate Secretary
Purchase, New York
April 29, 2019
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS
MasterCardMastercard Incorporated’s Proxy Statement for the 2019 Annual Meeting of Stockholders (the “Proxy Statement”) and 20152018 Annual Report on Form 10-K (the “2018 Form 10-K”) are available at www.proxyvote.com.
Whether or not you plan to attend the Annual Meeting, please vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with your Notice. If you receive a paper copy of the proxy materials, you may also vote your shares by completing, signing, dating and returning your proxy card or voting instruction form. If you attend the meeting, you may vote in person, which will revoke any proxy you have already submitted. You also may revoke your proxy at any time before the meeting by notifying us in writing, executing and returning a subsequent proxy or by subsequently authorizing the individuals designated by MasterCard to vote your interests by calling the toll-free telephone number or by using the Internet as described in the instructions included on your Notice.
If you attend the Annual Meeting in person, you will be asked to present photo identification and appropriate proof of ownership. See “About the Annual Meeting and Voting - What do I need to do if I would like to attend the Annual Meeting?” in the attached proxy statement for further instructions.
Unless you or your representative attend the Annual Meeting in person, MasterCard must receive your vote, either by telephone, Internet or proxy card or voting instruction form by 11:59 p.m. Eastern time on June 27, 2016 for your vote to be counted. Internet and telephone voting facilities will close at 11:59 p.m. (Eastern time) on June 27, 2016.
By Order of the Board of Directors
Janet McGinness
Corporate Secretary
Purchase, New York
April 29, 2016

Your vote is very important. Please promptly vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included on your Notice or, if you receive a paper copy of the proxy materials, by completing, signing, dating and returning your proxy card or voting instruction form. Voting by telephone, by Internet or by returning your proxy card or voting instruction form in advance of the Annual Meeting does not deprive you of your right to attend the Annual Meeting.

MASTERCARD INCORPORATED PROXY STATEMENT



Proxy Summary62019 MASTERCARD PROXY


PROXY SUMMARY

Proxy summary
This summary highlights information contained elsewhere in this proxy statement and does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting.
Our Annual Meeting
Logistics
Date and Time
June 28, 2016, 8:30 a.m., Eastern time
Place
MasterCard Incorporated Headquarters, 2000 Purchase Street, Purchase, New York 10577
Record Date
April 29, 2016
Who Can Vote
Holders of our Class A common stock (our only voting class) are entitled to vote on all matters
Agenda
 
Item
 
Proposals
Board Vote
Recommendation
Page #
1Election of 12 directors
 FOR each director nominee
    8
2Advisory approval of MasterCard’s executive compensation
 FOR
   72
3Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for MasterCard for 2016
 FOR
   73
Our Board of Directors
Board Nominees
OUR BOARD RECOMMENDS YOU VOTE “FOR” EACH DIRECTOR NOMINEE
Name
Age at
Annual
Meeting
Director
Since
Primary OccupationIndependent
Committee
Memberships
Richard Haythornthwaite592006Non-Executive Chairman, Centrica PLCü
², NCG
Ajay Banga562010President and Chief Executive Officer, MasterCard Incorporated 
Silvio Barzi682008Former Senior Advisor and Executive Officer, UniCredit GroupüAudit, HRCC
David R. Carlucci622006
Former Chairman and Chief Executive Officer,
IMS Health Incorporated
üNCG
Steven J. Freiberg592006Senior Advisor, The Boston Consulting GroupüAudit (Chair), +, HRCC
Julius Genachowski532014Managing Director and Partner, The Carlyle GroupüHRCC
Merit E. Janow582014Dean, School of International and Public Affairs, Columbia UniversityüNCG
Nancy J. Karch682007Director Emeritus, McKinsey & CompanyüNCG (Chair)
Oki Matsumoto52NomineeManaging Director, Chairman and CEO, Monex Group, Inc.ü
Rima Qureshi512011Senior Vice President, Chief Strategy Officer and Head of M&A, EricssonüAudit
José Octavio Reyes Lagunes642008
Former Vice Chairman, The Coca-Cola Export Corporation,
The Coca-Cola Company
üHRCC (Chair)
Jackson Tai652008
Former Vice Chairman and Chief Executive Officer,
DBS Group and DBS Bank Ltd.
üAudit, +, NCG
üStrategyIndependent Director²Our Board nomineesChairman of the Board
AuditEnabled by brand, data, technology and peopleAudit CommitteeNCGOur Board recommends you vote “FOR” each director nomineeNominating and Corporate Governance Committee
HRCCHuman Resources and Compensation Committee+Audit Committee Financial Expert
iconcheckorange.jpg

Grow
Core
       Director
since
    Committee membership
 Name   Age  Primary occupation Audit HRCC NCG
•    Credit
•    Debit
•    Commercial
•    Prepaid
•    Digital-physical convergence
•    Acceptance
 
Richard Haythornthwaite
Chairman of the Board
 62 2006 Chairman and Co-Founder, QiO Technologies    
       
 Ajay Banga 59 2010 President and Chief Executive Officer,      
    Mastercard Incorporated   
 David R. Carlucci 65 2006 Former Chairman and Chief Executive Officer,    
    IMS Health Incorporated   
  Richard K. Davis 61 2018 Chief Executive Officer, Make-A-Wish America     
Diversify
Customers & geographies
 Steven J. Freiberg
master3494241-npsx9x4.jpg
 62 2006 Senior Advisor, The Boston Consulting Group    
 Julius Genachowski 56 2014 Managing Director and Partner, The Carlyle Group     
•    Financial inclusion
•    New markets
•    Businesses
•    Governments
•    Merchants
•    Digital players
•    Local schemes/switches
 Choon Phong Goh 55 2018 Chief Executive Officer, Singapore Airlines Limited     
 Merit E. Janow 61 2014 Dean, School of International and Public Affairs,    
    Columbia University   
 Oki Matsumoto 55 2016 Managing Director, Chairman and     
    Chief Executive Officer, Monex Group, Inc.   
 Youngme Moon 55 Nominee Senior Associate Dean for Strategy & Innovation & the      
    Donald K. David Professor of Business Administration,   
     Harvard Business School   
Build
New areas
 Rima Qureshi 54 2011 Executive Vice President and Chief Strategy Officer,     
    Verizon Communications Inc.   
•    Data analytics
•    Consulting, managed services
•    Safety & security
•    Loyalty & processing
•    New payment flows
 José Octavio Reyes Lagunes 67 2008 Former Vice Chairman, The Coca-Cola Export     
    Corporation, The Coca-Cola Company   
 Gabrielle Sulzberger 59 2018 General Partner, Fontis Partners, L.P.     
 Jackson Tai
master3494241-npsx9x3a01.jpg
  68 2008 Former Vice Chairman and Chief Executive Officer,    
    DBS Group and DBS Bank Ltd.   
  Lance Uggla 57 Nominee Chairman and Chief Executive Officer, IHS Markit Ltd.      
 
● Committee chairman  Committee member
 
master3494241-npsx9x4.jpg
Audit Committee financial expert      

2016 MasterCard Proxy  1

2019 MASTERCARD PROXY7


PROXY SUMMARY

Our director nominees’ experience, tenure, independence and diversity
icondirectors1malegray.jpg
icondirectors4femaleorange.jpg
icondirectors2female4male.jpg
iconglobpersbig.jpg
 
60 
Average age of our
director nominees is 60
93%27%40% 
 
6.0 
Average tenure of
director nominees is
6 years
14 of our 15 director
nominees are
independent, including
our Board Chairman
4 of our director
nominees are women
6 director nominees
have a tenure of
4 years or less
Our director nominees
have lived and worked
around the world
 
Proxy Summary
iconpubcobrdobig.jpg
iconglobpersbig.jpg
iconceoexpbig.jpg
iconreggovtbig.jpg
iconconsumerbig.jpg
iconpaymentsbig.jpg
iconfinancialbig.jpg
icondiginnobig.jpg
iconinfosecbig.jpg
Public company
board experience
Global perspectiveCEO experienceRegulatory
& governmental
ConsumerPaymentsFinancialDigital &
innovation
Information security
Corporate governance highlights
•    Independent Board Chairman
•    Annual election of all directors by majority voting
•    14 of 15 director nominees are independent
•    Frequent Board executive sessions
•    Annual Board and committee self-assessments
•    Limits on director service by age (72) and tenure (15 years)
•    Active Board oversight of risk and risk management
•    Robust stock ownership requirements for executive officers and guidelines for directors
•    Active Board engagement in managing talent and long-term succession planning for executives and directors
•    Political activity, privacy and data protection, sustainability, and gender equality and diversity disclosures on our website
Stockholder engagement
Management, and where appropriate, directors engaged with our stockholders throughout the year in a variety of forums and discussed:
•    Business strategy
•    Board refreshment
•    Compensation practices
•    Risk oversight
•    Sustainability
•    Corporate culture

82019 MASTERCARD PROXY


PROXY SUMMARY

Our performance
In 2018, Mastercard had strong financial and operational performance:
GAAP
Net revenue Net income Diluted EPS
$15.0B $5.9B $5.60
  
20%YOY 50%YOY 53%YOY
        
NON-GAAP1
Net revenue Adjusted net income Adjusted diluted EPS
$15.0B $6.8B $6.49
  
20%
YOY
(currency-neutral)
 38%
YOY
(currency-neutral)
 41%
YOY
(currency-neutral)
iconcurrency.jpg
Gross dollar volume
YOY (local

currency basis)
iconswitchedtransactions1.jpg
Switched transactions
YOY
master3494241-npsx59x3.jpg
Cross-border
volume growth
YOY (local

currency basis)
$5.9T73.8B
18%2
master3494241-npsx59x4a01.jpg
14%
master3494241-npsx59x4a01.jpg
17%2,3
master3494241-npsx59x4a01.jpg
1
Non-GAAP results (as well as the related currency-neutral growth rates) exclude Special Items (as defined in Appendix A). Refer to Appendix A for reconciliations of these non-GAAP financial measures to the most direct comparable GAAP financial measures and our reasons for presenting them.
2
Adjusted to normalize for the effects of differing switching days between periods. Refer to Appendix B for reported growth rates.
3
Adjusted for the deconsolidation of our Venezuelan subsidiaries in 2017. Refer to Appendix B for reported growth rates.
Our strong performance over the years has resulted in substantial stock price appreciation.
Comparison of cumulative five-year total return*
comparisoncumulativefiveyear.jpg
*Assumes a $100 investment in our Class A common stock and both of the indices and the reinvestment of dividends. Mastercard’s Class B common stock is not publicly traded or listed on any exchange or dealer quotation system.
Capital returned to shareholders in 2018Cash flow from operations
Total*Repurchased sharesDividends2018
$6.0B$4.9B$1.0B$6.2B
*    Does not sum due to rounding

2019 MASTERCARD PROXY9


PROXY SUMMARY

Compensation
Our Board recommends you vote “FOR” our
“say-on-pay” proposal
iconcheckteal.jpg

Our core executive compensation principles
Our executive compensation program is based on three core principles:
Align the short- and long-term interest of our stockholders with that of our executivesPay that is significantly performance basedCompensation that is competitive and attracts and retains executives
Program design
To address these three core principles, we designed a compensation program that supports our strategic objectives to grow, diversify and build our business and attracts, motivates and retains executives critical to Mastercard’s long-term success:
The majority of our executives’ compensation is variable and at-risk and tied to pre-established goals linked to financial and strategic objectives designed to create long-term stockholder value.
Total direct compensation for our executives is weighted more toward long-term equity awards rather than cash compensation.
Base salaryAnnual incentivePSUsStock options
Primary purpose
master3494241-npsx61x1.jpg
Attraction and retention
master3494241-npsx61x2.jpg
Reward short-term
performance
master3494241-npsx12x22.jpg
Reward long-term performance
master3494241-npsx12x23.jpg
master3494241-npsx12x20.jpg
Align interests with stockholders
master3494241-npsx12x24.jpg
Recipients
master3494241-npsx61x3.jpg
All NEOs
master3494241-npsx61x4.jpg
Reviewed
master3494241-npsx61x5.jpg
Annually
master3494241-npsx61x6.jpg
Payment/grant dateOngoingIn February for prior year
mastercardcdaimage20.jpg
March 1
mastercardcdaimage21.jpg
Cash/equity
master3494241-npsx12x25.jpg
Cash
master3494241-npsx12x26.jpg
master3494241-npsx12x27.jpg
Equity
master3494241-npsx12x26.jpg
Performance periodOngoing1-year3-year
Until exercised
(up to 10-year life)
Competitive levelEstablished within a range around the median of market-competitive levels of target compensation for similar positions
Other considerationsPeer group analysis, individual performance, unique program characteristics, job responsibilities, experience and succession

102019 MASTERCARD PROXY


PROXY SUMMARY

Executive compensation program highlights
(for an expanded list, see “Compensation discussion
and analysis” on pg
64)
What we do
master3494241-npsx58x1.jpg
Pay for performance
master3494241-npsx58x1.jpg
Align executive compensation with stockholder returns through long-term incentives
master3494241-npsx58x1.jpg
Maintain significant stock ownership requirements and guidelines
master3494241-npsx58x1.jpg
Use appropriate peer groups when establishing competitive compensation
master3494241-npsx58x1.jpg
Review management succession and leadership development programs
What we don’t do
master3494241-npsx58x2.jpg
No hedging or pledging of Mastercard stock
master3494241-npsx58x2.jpg
No excise tax gross-ups for executive officers
master3494241-npsx58x2.jpg
No repricing stock options without stockholder approval
master3494241-npsx58x2.jpg
No new evergreen employment agreements
master3494241-npsx58x2.jpg
No dividend equivalents on unvested equity awards
Based on performance outcomes for 2018, the corporate score for purposes of paying annual incentives under the SEAICP was 160% of target
Based on performance outcomes over the three-year performance period, the payout rate for 2016 Board RefreshmentPSU awards was the maximum level of 200% of target
Oki Matsumoto has been nominatedAt our 2018 annual meeting of stockholders, 95% of the votes cast for the say-on-pay proposal were in favor of our executive compensation program and policies. We believe this strong support, in part, reflects support for the refinements made to joinour compensation programs and enhancement of our disclosure as a result of stockholder engagement and feedback in 2017.

2019 MASTERCARD PROXY11


PROXY SUMMARY

Audit
Our Board recommends you vote “FOR” the ratification of
PricewaterhouseCoopers LLP
iconcheckorange5.jpg
What our Audit Committee considered when engaging PricewaterhouseCoopers LLP (“PwC”) for 2019:
•    PwC’s independence and integrity
•    PwC’s competence and compliance with technical standards
•    The business acumen, value-added benefit, continuity and consistency, and technical and core competency provided by the engagement team
•    The effectiveness of PwC’s processes, including its quality control, timeliness and responsiveness, and communication and interaction with management
•    PwC’s efforts toward efficiency, including with respect to process improvements and fees
Aggregate audit and non-audit fees billed to Mastercard by PricewaterhouseCoopers LLP PwC for 2018 and 2017 (in thousands):
Type of fees Description 2018 2017
Audit fees For the annual integrated audit and the quarterly reviews of the consolidated financial statements. Also includes the statutory audits required for certain businesses as well as countries or jurisdictions in which we operate $7,702 $7,734
Audit-related fees For assurance and audit-related services (but not included in the audit fees set forth above), including the internal controls review of selected information systems 871 783
Tax fees For tax compliance, tax advice and tax planning services 659 868
All other fees For accounting research tools and pre-implementation assessments 285 34
Total   $9,517 $9,419

122019 MASTERCARD PROXY


PROXY SUMMARY

Culture and sustainability
Our success is driven by the Board.skills, experience, integrity and mindset of the talent we hire. We attract and retain top talent from diverse backgrounds and industries by building a world-class culture based on decency, respect and inclusion in which people have opportunities to do purpose-driven work that
Marc Olivié
impacts customers, communities and Edward Suning Tian will leaveco-workers on a global scale. The diversity and skill sets of our people underpin everything we do. This is how we define and drive the Board when their current terms expire atculture of decency that makes Mastercard a place where the Annual Meeting -best people want to work.
awardbloomberg.jpg
logodeicolor.jpg
logodiversityinccolor.jpg
wme2019color.jpg
Bloomberg Gender Equality IndexDisability Equality IndexDiversityInc’s Top 50 ListWorld’s Most Ethical Companies
2019, 2018 and 20172018 Best Place to Work for Disability Inclusion#4 in 2018 and #7 in both 2017 & 2016
2019, 2018, 2017 and 2016
World’s Most Ethical Companies
In 2018, we wishreleased our first annual Sustainability Report. While we are proud of this achievement, we continue to expressstrive to deepen our sincere appreciationsustainability efforts in four key areas:
icon_inclusivegrowth.jpg
icon_workforce.jpg
icon_ethical.jpg
icon_environmental.jpg
INCLUSIVE
GROWTH
INSPIRED
WORKFORCE
ETHICAL &
RESPONSIBLE STANDARDS
ENVIRONMENTAL
STEWARDSHIP
Creating a more inclusive world
through our products, programs
and partnerships
Our industry expertise and
corporate culture are enhanced
by diverse insights from our global
workforce, which is at the core of
our diversity and inclusion strategy
Acting responsibly and with integrity
guided by the highest standards of
ethical behavior
Responsibly managing our
environmental footprint and
creating environmentally
conscious solutions

2019 MASTERCARD PROXY13


PROXY SUMMARY

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

142019 MASTERCARD PROXY


STRATEGY

Strategy
01
Mastercard is a technology company in the global payments industry that connects consumers, financial institutions, merchants, governments, digital partners, businesses and other organizations worldwide, enabling them to use electronic forms of payment instead of cash and check. We grow, diversify and build our business through a combination of organic growth and strategic investments. Our success is driven by the skills, experience, integrity and mindset of the talent we have, and how we drive the culture of decency that makes us a place where the best people want to work.


2019 MASTERCARD PROXY15


STRATEGY

Strategy
Mastercard is a technology company in the global payments industry that connects consumers, financial institutions, merchants, governments, digital partners, businesses and other organizations worldwide, enabling them to use electronic forms of payment instead of cash and checks. We make payments easier and more efficient by creating a wide range of payment solutions and services using our family of well-known brands, including Mastercard®, Maestro® and Cirrus®. We are a multi-rail network. Through our core global payments processing network, we facilitate the switching (authorization, clearing and settlement) of payment transactions and deliver related products and services. With additional payment capabilities that include real-time account-based payments (including automated clearing house (“ACH”) transactions), we offer customers one partner to turn to for their exemplary servicepayment needs for both domestic and contributionscross-border transactions across multiple payment flows. We also provide value-added offerings such as safety and security products, information and analytics services, consulting, loyalty and reward programs, and issuer and acquirer processing. Our payment solutions are designed to MasterCard sinceensure safety and security for the global payments system.
We grow, diversify and build our initial public offeringbusiness through a combination of organic growth and strategic investments. Our ability to grow our business is influenced by personal consumption expenditure (“PCE”) growth, driving cash and check transactions toward electronic forms of payment, increasing our share in May 2006.electronic payments, and providing value-added products and services. In addition, growing our business includes supplementing our core network with enhanced payment capabilities to capture new payment flows, such as business to business (“B2B”), person to person (“P2P”), business to consumer (“B2C”) and government payments, through a combination of product offerings and expanded solutions for our customers.
Corporate Governance
GrowDiversifyBuild
CoreCustomers & geographiesNew areas
•    Credit
•    Debit
•    Commercial
•    Prepaid
•    Digital-physical convergence
•    Acceptance
•    Financial inclusion
•    New markets
•    Businesses
•    Governments
•    Merchants
•    Digital players
•    Local schemes/switches
•    Data analytics
•    Consulting, managed services
•    Safety & security
•    Loyalty & processing
•    New payment flows
Enabled by brand, data, technology and people
Grow. We focus on growing our core business globally, including growing our consumer credit, debit, prepaid and commercial products and solutions, as well as increasing the number of payment transactions we switch. We also look to take advantage of the opportunities presented by the evolving ways people interact and transact in the growing digital economy. This includes expanding merchant access to electronic payments through new technologies in an effort to deliver a better consumer experience while creating greater efficiencies and security.
Diversify. We diversify our business by:
working with new customers, including governments, merchants, financial technology companies, digital players, mobile providers and other corporate businesses
scaling our capabilities and business into new geographies, including growing acceptance in markets with limited electronic payments acceptance today
broadening financial inclusion for the unbanked and underbanked

162019 MASTERCARD PROXY


STRATEGY

Build.We build our business by:
creating and acquiring differentiated products to provide unique, innovative solutions that we bring to market to support new payment flows, such as real-time account-based payment, Mastercard B2B Hub™ and Mastercard Send™ platforms
providing services across data analytics, consulting, managed services, safety and security, loyalty and processing
Strategic partners.We work with a variety of stakeholders. We provide financial institutions with solutions to help them increase revenue by driving preference for Mastercard-branded products. We help merchants, financial institutions and other organizations by delivering data-driven insights and other services that help them grow and create simple and secure customer experiences. We partner with technology companies such as digital players
and mobile providers to deliver digital payment solutions powered by our technology, expertise and security protocols. We help national and local governments drive increased financial inclusion and efficiency, reduce costs, increase transparency to reduce crime and corruption, and advance social programs. For consumers, we provide faster, safer and more convenient ways to pay and transfer funds.
Talent and culture.Our Governance Highlightssuccess is driven by the skills, experience, integrity and mindset of the talent we hire. We attract and retain top talent from diverse backgrounds and industries by building a world-class culture based on decency, respect and inclusion in which people have opportunities to do purpose-driven work that impacts customers, communities and co-workers on a global scale. The diversity and skill sets of our people underpin everything we do.

2019 MASTERCARD PROXY17


CORPORATE GOVERNANCE

Corporate governance
02We are committed to enhancing our corporate governance practices, which we believe help us sustain our success and build long-term value for our stockholders. Our Board of Directors (the “Board”) oversees Mastercard’s strategic direction and the performance of our business and management. Our governance structure enables independent, experienced and accomplished directors to provide advice, insight, guidance and oversight to advance the interests of the company and our stockholders. We have long maintained strong governance standards and a commitment to transparent financial reporting and strong internal controls.

182019 MASTERCARD PROXY


CORPORATE GOVERNANCE

Below are some highlights of our corporate governance practices:
Board structure and practicesRisk management and compensationSocial responsibilities and other
stockholder concerns
•    Our Board has an independent chairman
•    Each of our Board members is elected annually
•    We have majority voting for our director elections
•    14 of 15 Board nominees are independent
•    We have adopted proxy access
•    Our independent directors meet frequently in executive session
•    Our Board and committees engage in annual self-assessments
•    Our Board continuously assesses refreshment
•    Each director’s service is limited by age and tenure
•    Our Board actively oversees our risk and risk management practices, fostering a risk-aware culture while encouraging thoughtful risk taking
•    Our Board receives information about cyber readiness, adversary assessment and our risk profile status and is apprised of incident simulations and response plans, including for cyber and data breaches, on a regular basis
•    Our Code of Conduct and Insider Trading Policy prohibit inappropriate trading activities, including hedging and pledging arrangements
•    We have stock ownership requirements for executive officers and certain other senior executives and guidelines for directors
•    Our Board is actively engaged in managing talent and long-term succession planning
•    We engage with our stockholders on key issues
•    In 2018, we published our first annual Sustainability Report, which you can find on our website at www.mastercard.us/en-us/about-mastercard/corp-responsibility.html
•    We have articulated on our website our commitment to gender equality and diversity
•    We post a Privacy and Data Protection Report on our website to explain our information practices and commitment to privacy
•    We post enhanced political activity disclosure on our website
Engaging with our Stockholdersstockholders
During
Management and directors engage with our stockholders throughout the fallyear in a variety of forums. We have met with our stockholders by telephone, in person at external venues and winter of 2015, we reached out to ten of our largestat governance conferences at which stockholders who collectively hold almost 40% of our outstanding shares, and discussed with themalso were present. Our interactions cover a broad range of governance and strategic topics. Thesebusiness topics, including business strategy and execution, board refreshment, compensation practices, risk oversight, sustainability and culture/human capital. Our engagement effortsactivities and the meaningful conversationsexchanges to which we had providedhave been exposed provide us with a valuable understanding of theirour stockholders’ perspectives and an opportunity to exchange views. We were encouraged by the positive feedback we received and look forward to continuing our dialogueshare views with our stockholders in the coming year.them.

We encourage you to visit the “Corporate Governance” area of the “Investor Relations” section of our website (www.mastercard.com/investor) where you will find detailed information about corporate governance at Mastercard, including our key governance documents listed below.
2016 MasterCard Proxy  2    Corporate Governance Guidelines
•    Code of Conduct
•    Whistleblower Policy
•    Board Committee Charters
•    Supplemental Code of Ethics
•    Privacy and Data Protection Report
•    Political Activity Statement

You may also view on our website (www.mastercard.com) both our Sustainability Report (http://sustainability.mastercard.com/mastercard-corporate-sustainability-report-2017/p/1) and our Gender Equity Report (https://www.mastercard.us/en-us/about-mastercard/who-we-are/diversity-inclusion.html), found under “Workforce Demographics.”
The reports and other information contained on websites referred to in this Proxy Statement (other than to the extent specifically referred to herein as required by the rules of the New York Stock Exchange (the “NYSE”) or the U.S. Securities and Exchange Commission (the “SEC”) is not part of this proxy solicitation and is not incorporated by reference into this Proxy Statement or any other proxy materials.

Proxy Summary

Our Performance

Financial and Operational Highlights
In 2015, MasterCard had strong operational and financial performance:
2019 MASTERCARD PROXY
*
Net income and diluted earnings per share (EPS) (as well as related growth rates) and operating margin exclude special items consisting of the settlement charges recorded in 2015 for the termination of our U.S. qualified defined benefit pension plan ($79 million pretax, or $50 million after-tax, $0.04 per diluted share) and related to a U.K. merchant litigation settlement ($61 million pretax, or $44 million after-tax, $0.04 per diluted share).  Growth rates for net revenue, net income and diluted EPS are also adjusted for foreign currency. On a GAAP basis, net revenue increased 2% to $9.7 billion, net income increased 5% to $3.8 billion and diluted EPS increased 8% to $3.35 (each compared on a year-over-year basis), and operating margin was 52.5%. See Appendix A for reconciliations of these non-GAAP measures and our reasons for presenting them.


Our strong performance in recent years has resulted in substantial stock price appreciation:
*Assumes $100 invested in shares of MasterCard’s Class A common stock.


2016 MasterCard Proxy  3

Proxy Summary

Compensation
OUR BOARD RECOMMENDS
YOU VOTE “FOR” OUR “SAY-ON-PAY” PROPOSAL
Our Core Executive Compensation Principles
MasterCard’s executive compensation program is designed to attract, motivate and retain our executives, including our named executive officers, who are critical to our long-term success. The program is designed to address three core principles:
Executive officer goals are linked with stockholder interests
Pay is significantly
performance-based

Compensation opportunities are competitive to attract and retain talented employees


Program Design
Our executive compensation program is designed to maximize retention and ensure that a substantial portion of our named executive officers’ compensation is directly aligned with stockholders’ interests:
Primary elements consist of base salary, annual cash incentive and long-term incentive compensation (total direct compensation)
A substantial portion of our executives’ compensation is performance-based and at-risk
Program is weighted toward long-term equity awards rather than cash compensation


2016 MasterCard Proxy  4
19

Proxy Summary

Executive Compensation Program Highlights (For a complete list, see CD&A pg 40)CORPORATE GOVERNANCE
We DoWe Do Not
üPay for performance (see pg 39)xPermit hedging of MasterCard stock
üAlign executive compensation with stockholder returns through long-term incentives (see pg 46)xProvide new tax “gross-ups” for executive officers
üInclude clawback provisions in our incentive plans and performance stock unit grant agreements (see pg 55)x  Provide tax “gross-ups” for perquisites
üSet significant stock ownership guidelines for executives and non-employee directors (see pgs 54 and 28)xReprice options

üMore than 96% of the votes cast on our 2015 say-on-pay proposal were in favor
of our executive compensation program and policies

2015 Key Executive Compensation Decisions
Established corporate score at 115% of target for purposes of paying annual incentives to executive officers under our Senior Executive Annual Incentive Compensation Plan
Established payment for 2013 performance stock units at 155.6%

Audit
OUR BOARD RECOMMENDS
YOU VOTE “FOR” THE RATIFICATION OF PRICEWATERHOUSE COOPERS LLP

Aggregate audit and non-audit fees billed to MasterCard by PwC for 2015 and 2014 (in thousands):
Type of FeesDescription20152014
Audit FeesFor the annual integrated audit and the quarterly reviews of the consolidated financial statements. Also includes the statutory audits required in certain countries or jurisdictions in which we operate$6,786$6,937
Audit-Related
Fees
For assurance and audit-related services (but not included in the audit fees set forth above) including the internal controls review of selected information systems (Statement on Standards for Attestation Engagement No. 16 audits)$760$1,155
Tax FeesFor tax compliance, tax advice and tax planning services$940$920
All Other Fees For assessments of certain processes and accounting information research tools$201$83
Total $8,687$9,095



2016 MasterCard Proxy  5

Proxy Summary

What our Audit Committee considered when engaging PwC for 2016:
PwC’s independence and integrity
PwC’s competence and its compliance with regulations
The business acumen, value-added benefit, continuity and consistency and technical and core competency provided by the engagement team
The effectiveness of PwC’s processes, including its quality control, timeliness and responsiveness and communication and interaction with management, and
PwC’s efforts toward efficiency, including with respect to process improvements and fees.


Sustainability Efforts
Ÿ We work to advance equitable and sustainable growth and financial inclusion around the world
Ÿ We aim to have an enduring impact on the communities in which we live and work through other corporate philanthropy and employee volunteerism
Ÿ We have undertaken a variety of environmental sustainability and protection initiatives


Important Dates for 2017 Annual Meeting
Stockholder Proposal DeadlineDecember 30, 2016
Earliest Date Stockholders Can Submit Nominations of Directors
or Other Business
February 28, 2017
Last Date Stockholders Can Submit Nominations of Directors
or Other Business
March 30, 2017


SEE APPENDIX B FOR A GLOSSARY OF ACRONYMS ANDProposal 1: Election of directors
 TERMS FREQUENTLY USED THROUGHOUT THIS PROXY STATEMENT
The Board unanimously recommends that stockholders vote “FOR” each nominee to serve as director
iconcheckorange.jpg

2016 MasterCard Proxy  6

Election process
Corporate Governance

CORPORATE GOVERNANCE
We are committed to continually enhancing our strong corporate governance practices, which we believe helps us sustain our success and build long-term value for our stockholders. Our Board oversees MasterCard’s strategic direction and the performanceEach member of our business and management. Our governance structure enables independent, experienced and accomplished directors to provide advice, insight, guidance and oversight to advance the interests of the company and our stockholders. We have long maintained strong governance standards and a commitment to transparent financial reporting and strong internal controls.
Below are some highlights of our corporate governance practices:

2016 MasterCard Proxy  7

Corporate Governance

We encourage you to visit the Governance section of our website (http://www.mastercard.com) in the “Investor Relations” section under “Corporate Governance”. There you will find detailed information about corporate governance at MasterCard, including our key governance documents:
   Corporate Governance Guidelines
Board Committee Charters
   Code of Conduct
   Supplemental Code of Ethics
   Whistleblower Procedures
   Privacy and Data Protection Report
   Political Activity Statement


PROPOSAL 1: ELECTION OF DIRECTORS
 THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
“FOR” EACH NOMINEE TO SERVE AS DIRECTOR 
Election Process
Each Board member is elected annually by our Class A stockholders for a one-year term that expires at our next Annual Meeting.annual meeting. When our directorsBoard members are elected, to the Board, they also are automatically appointed as directors of our operating subsidiary, MasterCard International.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, as described belowpolicy. You can find more about this in “AboutAbout the Annual Meeting and Voting”voting” on pg 117.
Director NominationsRefreshing the Board and nominating directors
Our Nominating & Corporate Governance Committee (“NCG”) reviews and selects candidates for nomination to our Board in accordance with its charter.
The NCG looks at the Board’s composition at least annually to determine whether directors’ backgrounds and experiences align with our long-term strategy and maintain our Board’s global diversity. The NCG also takes into consideration the results of the Board self-evaluation. Based on its review, coupled with our age and tenure limits, the NCG determines whether Board refreshment is needed in the near future. Then the NCG searches for potential candidates, utilizing a variety of sources to help identify nominees who would be valuable assets to our Board and to Mastercard. To meet the needs of our Board, the NCG seeks to identify candidates possessing the desired qualities, skills and background. Once the NCG has identified candidates, the Board selects nominees to be voted upon by the stockholders. When, as at present, our Board is in a refreshment mode, its size may fluctuate to accommodate transitions.
Board refreshment process
Our Nominating and Corporate Governance Committee (NCG) reviews and selects candidates for nominations in accordance with its charter. It identifies potential new candidates by recommendations from its members, other Board members, management and individual stockholders. The NCG may also, if necessary or appropriate, utilize the services of a professional search firm. During 2015, the NCG used a variety of sources as part of its Board refreshment efforts, including considering director referrals and using a professional search firm for search services.
Stockholders may submit recommendations by writing to the Office of the Corporate Secretary, 2000 Purchase Street, Purchase, New York 10577, Attention: Janet McGinness. These recommendations must be submitted not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting. The Corporate Secretary will forward all bona fide recommendations received by such date to the NCG for its consideration. The NCG may request such information from the recommended nominee or the stockholder as it deems appropriate. The NCG evaluates recommendations by stockholders using the same process it follows for evaluating other nominees.
For additional information on the nomination process, see the NCG’s charter and our Corporate Governance Guidelines, both of which may be found on our website (http://www.mastercard.com) in the “Investor Relations” section under “Corporate Governance”.



icondirectorsallorange.jpg
master3494241-npsx18x2.jpg
master3494241-npsx18x3.jpg
master3494241-npsx18x4.jpg
icondirectorsallorange.jpg
master3494241-npsx18x6.jpg
icon_6directorsa01.jpg
Board composition, including director skill sets, is analyzed at least annually to ensure alignment with strategy and to maintain global diversityCandidate list is developed, including by reviewing recommendations of stockholders, search firms, Board members and managementPersonal qualities, skills and background of potential candidates are consideredThe NCG meets with qualified candidates and makes recommendationsBoard recommends nomineesStockholders vote on nominees
2016 MasterCard ProxySix new directors  8have been nominated to our Board in the past four years


Corporate Governance • Proposal 1202019 MASTERCARD PROXY


CORPORATE GOVERNANCE

Director Criteria, Qualificationscriteria, qualifications and Experience
experience
The NCG believes that all directors should:
meet the highest standards of professionalism, integrity and ethics
be committed to representing the long-term interests of our stockholders
possess strength of character and maturity in judgment and
reflect our corporate values.values
             Our director nominees reflect our corporate values
TrustInitiativeAgilityPartnership
Key factors the Board considers when selecting directors and refreshing the Board (in addition to the current needs of the Board and the company) include::
Diversity -
While the Board does not have a specific diversity policy, our Corporate Governance Guidelines provide that the NCG should seek to foster diversity on the Board when nominating directors for election by taking into account geographic diversity to reflect the geographic regions in which we operate in a manner approximately proportional to our business activity, as well as diversity of viewpoints, age, gender, sexual orientation, race, ethnicity, nationality and cultural background.
Our director nominees are diverse
icondirectors4femaleorange.jpg
iconglobpersbig.jpg
icondirectorsallorange.jpg
27%
4 of our 15 director nominees are women
40%
6 of our 15 director nominees are non-U.S. citizens
Our director nominees have lived and worked around the world
Age and tenure
Our Corporate Governance Guidelines generally require that our non-employee directors not stand for re-election following the earlier of their 15th anniversary on the Board or their 72nd birthday. The Board considers these requirements as part of a broader discussion of our directors’ experience and qualifications, as well as when and how to refresh its membership.
Our age and tenure policies  
15Term limit (years)72Retirement age
Age and tenure of our director nominees
icondirectorsallorange.jpg
icondirectors2female4male.jpg
icondirectorsallorange.jpg
6
Average director nominee tenure is 6 years
6
6 director nominees have a tenure of 4 years or less
60
Average age of director nominees

2019 MASTERCARD PROXY21


CORPORATE GOVERNANCE

Experience -
The NCG strives for a Board that spans a range of leadership and skills and represents other experiencesexperience relevant to MasterCard’sMastercard’s strategic vision and global activities.
Age and Tenure - Our Corporate Governance Guidelines generally require Experience and skills that our non-employee directors not stand for re-election following the earlier of their 15th anniversary on the Board or their 72nd birthday. The Board considers these requirements as part of a broader discussion of our directors’ qualifications and experience and when and how to refresh its membership.

2016 MasterCard Proxy  9

Corporate Governance • Proposal 1

The NCG regularly reviews the director skills and experience qualifications that it believes are desirable to be represented on the Board and has recently updated these skills and qualifications to better reflect MasterCard’s strategic vision and business activities:include:
iconpubcobrdobig.jpg
iconglobpersbig.jpg
iconceoexpbig.jpg
iconreggovtbig.jpg
iconconsumerbig.jpg
Public company
board experience
both U.S. and non-U.S.
Global Payments
perspective
including withinsignificant
experience in the
geographic regions in which
we operate
CEO experience
including service as a
chief executive officer
at a publicly traded or
private company
Regulatory &
governmental

including deep engagement
with regulators as part of
a business and/or through
positions with governments
and regulatory bodies
Consumer
including brand, marketing
and retail banking, telecommunications, technologyexperience and data
other merchant background
Global Perspective
including significant experience in the geographic regions in which we operate
Information Security
including cyber-security and data privacy

 
iconpaymentsbig.jpg
 
iconfinancialbig.jpg
icondiginnobig.jpg
iconinfosecbig.jpg
 
Payments
including within
retail banking,
telecommunications,
technology and data
Financial
including risk management
orientation
Digital & Innovation
innovation
including application of
technology in payments,
mobile and digital, as well
as Internet, retail and social
media experience
Consumer
including brand, marketing and retail experience and other merchant background
 
Information security
including cybersecurity and
data privacy
 
Regulatory & Governmental
including deep engagement with regulators as part of a business and/or through positions with governments and regulatory bodies
Financial
including risk management orientation
CEO Experience
including service as a chief executive officer at publicly-traded and private companies
Public Company Board Experience
both U.S. and non-U.S.


Identifying director candidates
Nominees for Election as Directors
The NCG identifies potential new candidates by recommendations from:
Stockholders
Professional search firms
Board members
Management
You can find out more about our nomination process in the NCG’s charter and our Corporate Governance Guidelines at https://investor.mastercard.com/investor-relations/corporate-governance/default.aspx.
Recommending candidates
master3494241-npsx19x1.jpg
Submit recommendations to:
Office of the Corporate Secretary 2000 Purchase Street
Purchase, NY 10577
Attention: Janet McGinness
Candidate information is to be submitted not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting
The NCG may request such information from the nominee or stockholders as it deems appropriate
The NCG evaluates stockholder recommendations using the same process it follows for other candidates

222019 MASTERCARD PROXY

In 2015,

CORPORATE GOVERNANCE

Nominees for election as directors
As part of our periodic Boardits overall board refreshment efforts,process, the NCG sought to recruit newadditional Board members who align with our long-term strategy, strengthen our skill mix and maintain our Board’s global diversity.growth strategy. After consideration ofconsidering a number of candidates submitted through our nomination process, including a comprehensive review of the candidates’ experiencesabilities and qualifications, the NCG recommended that Oki MatsumotoMs. Sulzberger be electedappointed to the Board.Board in December 2018 and that Ms. Moon and Mr. MatsumotoUggla be nominated to stand for election by the stockholders at the Annual Meeting. Ms. Sulzberger originally was recommended asby a resultmember of professional networking amongmanagement, Ms. Moon was recommended by our Board members. CEO and Mr. Uggla was recommended by a non-management director.
The strong qualifications that will make our director nominees, including Ms. Moon and Mr. Matsumoto aUggla, highly valuable assetassets to our Board are further described below.
As part of our refreshment process, Silvio Barzi and Nancy Karch are not standing for re-election. At the Annual Meeting, 1215 directors are to be elected, each to each hold office until the next annual meeting of stockholders or until his or her successor is elected and qualified. The Board has approved the nomination of the following directors:
Richard Haythornthwaite (Chairman)Steven J. FreibergOki Matsumoto
Ajay Banga (President and CEO)Julius GenachowskiOki Matsumoto
David R. CarlucciYoungme Moon
Richard K. DavisRima Qureshi
Silvio BarziSteven J. FreibergMerit E. JanowJosé Octavio Reyes Lagunes
David R. CarlucciJulius GenachowskiNancy J. KarchGabrielle Sulzberger
Choon Phong GohJackson Tai
Merit E. JanowLance Uggla
Each nominee was approved by the NCG and recommended to the Board for approval following an evaluation of theirhis or her qualifications and in the case of our current directors, their(except for Mses. Sulzberger and Moon and Mr. Uggla) prior Boardboard service. Each nominee has agreed to be named in this proxy statement and to serve if elected. FollowingShould any nominee be unable to serve, the Annual Meeting, if all of our nominees are elected, we will have 12 directors and will decreasepersons designated as proxies reserve full discretion to vote for another person or the size of our Board to 12 members.may reduce its size.

2016 MasterCard Proxy  10

Corporate Governance • Proposal 1

Below is aA summary of the primary experiences,experience, qualifications and skills that our director nominees bring to the Board:Board may be found in the next column.

nomineeskillsa01.jpg
In light of the individual qualificationsexperiences and experiencesqualifications of each of our director nominees, and the contributions that our nominees currently serving as directors have made to our Board, our Board has concluded that Oki Matsumoto should be elected to our Board and that each of our continuing director nominees should be re-elected. elected at the Annual Meeting.
Biographies of the nomineeseach nominee follow.





2016 MasterCard Proxy  11

Corporate Governance • Proposal 12019 MASTERCARD PROXY23


CORPORATE GOVERNANCE

Richard Haythornthwaite
Chairman and Co-Founder, QiO Technologies,
an industrial artificial intelligence company (since March 2015)
 
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. He brings digital and innovation insights as chairman and co-founder of an artificial intelligence company and board member of a digital services company. As a former chairman of government bodies and companies in highly regulated industries, heMr. Haythornthwaite contributes risk management experience and valuable insight on engaging and partnering with regulators. Mr. Haythornthwaite’sHis past service on public company audit committees and experience with financial operational rescue challenges provide valuable financial understanding.
PREVIOUS BUSINESS EXPERIENCEChairman and director since
May 2006
Ÿ Age at Annual Meeting
62
Board committees
•    Audit
•    Nominating & Corporate Governance
Current public company boards
•    Globant S.A. (digital services)
Additional positions
•    Chairman of each of The Creative Industries Federation; Cloudgrove; and Arc International Holdings (strategy committee) and its parent company Glass Holdings SA
•    Advisory Partner, Moelis & Company
Previous experience
•    Non-Executive Chairman, Centrica plc (2014-2019)
•    Non-Executive Chairman, Network Rail (2009-2012)
•    Partner, Star Capital Partners Limited (2006-2008)
Ÿ •    CEO, Invensys plc (2001-2005)
Ÿ •    Chief Executive-EuropeExecutive–Europe and Asia and Group Chief Executive, Blue Circle Industries plc (1997-2001)
Ÿ •    Prior positions include Director of Premier Oil plc; President of BP Venezuela; and General Manager of Magnus Oilfield, BP Exploration
CURRENT PUBLIC COMPANY BOARDSPast public company boards
Ÿ Non-Executive Chairman,    Centrica PLC (compensation committee)

ADDITIONAL POSITIONS
Ÿ Chairman of each of QIO Technologies; Arc International Holdings and its parent company, Glass Holdings SA
Ÿ Advisor, PSI UK Ltd.; prior positions include chairman of the operating businesses (2014-2015) and President (2010-2013)
PAST PUBLIC COMPANY BOARDS
Ÿ Non-Executive Chairman,plc; Network Rail (2009-2012);Rail; Blue Circle Industries plc; Cookson Group plc; Imperial Chemical Industries plc; Invensys plc; Premier Oil plc; and Land Securities Group plc; and Premier Oil plc
biorhaythornthwaite.jpg

iconpubcobrdorng01.jpg
iconglobpersorng01.jpg
iconfinancialorng01.jpg
iconceoexporng01.jpg
icondiginnoorng01.jpg
iconreggovtorng01.jpg
iconconsumergrey01.jpg
iconinfosecgrey01.jpg
iconpaymentsgrey01.jpg
iconauditfinexpgrey01.jpg
Public company
board experience
Global
perspective
FinancialCEO experienceDigital &
innovation
Regulatory &
governmental
Consumer
2016 MasterCard ProxyInformation
 12security
PaymentsAudit committee financial expert


Corporate Governance • Proposal 1242019 MASTERCARD PROXY


CORPORATE GOVERNANCE

Ajay Banga

President and Chief Executive Officer
(since July 2010)
Mr. Banga, our President and CEO, contributes to the Board extensive global payments experience (including with payments technology and retail banking), as well as a deep focus on innovation and information security. As our CEO and as a member of business advocacy organizations and government-sponsored committees, Mr. Banga provides valuable perspective on engaging and partnering with regulators. His brand marketing experience (including at several global food and beverage companies) adds strong consumer insight.
PREVIOUS BUSINESS EXPERIENCEDirector since
April 2010
Ÿ Age at Annual Meeting
59
Current public company boards
•    Dow Inc. (compensation & leadership development and corporate governance committees)
Additional positions
•    Co-founder and co-chair, Cyber Readiness Institute
•    First vice chairman, International Chamber of Commerce
•    Trustee, U.S. Council for International Business
•    Member, board of governors, American Red Cross
•    Member, Council on Foreign Relations
•    Member, The Business Council
•    Founding Trustee, U.S.-India Strategic Partnership Forum
•    Co-chair, Partnership for New York City
•    Former member, President’s Advisory Committee for Trade Policy and Negotiations (U.S.) and President’s Commission on Enhancing National Cybersecurity (U.S.)
Additional Mastercard experience
President and COO, MasterCardMastercard
    (2009-2010)
Ÿ Previous experience
•    Executive positions at Citigroup (1996-2009), including CEO, Asia Pacific region, Citigroup (2008-2009)
Ÿ Prior positions at Citigroup (1996-2008), includingregion; 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; and division executive for the consumer bank in Central/Eastern Europe, Middle East, Africa, and IndiaDivision
Ÿ •    Previous experience at Nestlé India (13 years) and PepsiCo totaling 15 years, in roles of increasing responsibility
Past public company boards
•    DowDuPont Inc. (2 years)
CURRENT PUBLIC COMPANY BOARDS
Ÿ Theand the Dow Chemical Company (compensation and leadership development committee)(Dow Inc. predecessor boards)
ADDITIONAL POSITIONS
Ÿ Member, President’s Advisory Committee for Trade Policy and Negotiations (U.S.)
Ÿ Member, President’s Commission on Enhancing National Cybersecurity (U.S.)

Ÿ 2016 recipient of the Padma Shri Award from the Indian government in recognition of distinguished service and exceptional achievements
Ÿ Member and former chairman, U.S.-India Business Council; member, U.S.-India CEO Forum; Co-chair, American India Foundation
Ÿ 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)
Ÿ Director of each of American Red Cross; The Financial Services Roundtable (chairman); New York City Ballet; and The Partnership for New York City
Ÿ Member of each of the Board of Overseers of Weill Cornell Medical College and International Advisory Board of Moscow School of Management (SKOLKOVO)
Ÿ Fellow, Foreign Policy Association (awarded the Foreign Policy Association Medal in 2012)
PAST PUBLIC COMPANY BOARDS
Ÿ •    Kraft Foods Inc.

bangaa17.jpg





2016 MasterCard Proxy  13iconpubcobrdorng01.jpg
iconglobpersorng01.jpg
iconfinancialorng01.jpg
iconceoexporng01.jpg
icondiginnoorng01.jpg
iconreggovtorng01.jpg
iconconsumerorng01.jpg
iconinfosecorng01.jpg
iconpaymentsorng01.jpg
iconauditfinexpgrey01.jpg
Public company
board experience
Global
perspective
FinancialCEO experienceDigital &
innovation
Regulatory &
governmental
ConsumerInformation
security
PaymentsAudit committee financial expert


Corporate Governance • Proposal 12019 MASTERCARD PROXY25


CORPORATE GOVERNANCE

Silvio Barzi
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.
PREVIOUS BUSINESS EXPERIENCE
Ÿ 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)
Ÿ COO, Winterthur/Credit Suisse Italy (insurance)
Ÿ Partner, McKinsey & Company (management consulting)

ADDITIONAL MASTERCARD EXPERIENCE
Ÿ Board member prior to IPO (2003-2006) and non-voting observer (2007-2008)
Ÿ Board contact with the MasterCard Foundation
Ÿ Member of European Regional Advisory Board since IPO (Chairman since 2007) and predecessor Europe Region Board (2001-2006)
ADDITIONAL POSITIONS
Ÿ 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
Ÿ Former director, Querica Software
David R. Carlucci

Former Chairman and Chief Executive Officer,
IMS Health Incorporated,a global provider of healthcare industry market intelligence (January 2006-December 2010)
(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 levelexecutive-level operations and management positions, Mr. Carlucci adds valuable information security expertise and insightsinsight into technology and innovation.
PREVIOUS BUSINESS EXPERIENCEDirector since
May 2006
Ÿ Age at Annual Meeting
65
Board committees
•    Audit
•    Nominating & Corporate Governance
Current public company boards
•    Mallinckrodt public limited company (human resources and compensation committee chairman)
Previous experience
•    Chairman and CEO, IMS Health Incorporated (2005-2010) (became Chairman in 2006); prior experience since joining in 2002, including President and COO
Ÿ •    General Manager, IBM Americas, overseeing all sales and distribution operations in the U.S., Canada and Latin America (2000-2002)
Ÿ •    Prior positions at IBM (1990-2000), including general manager,General Manager, S/390 Division; Chief Information Officer; general manager,General Manager, IBM Printing Systems Company; vice president,Vice President, systems, industries and services, Asia Pacific; and vice presidentVice President of marketing and channel management, IBM Personal Computer Company-NorthCompany–North America

CURRENT PUBLIC COMPANY BOARDSPast public company boards
Ÿ Mallinckrodt public limited company (human resources and compensation committee chairman)
PAST PUBLIC COMPANY BOARDS
Ÿ •    IMS Health Incorporated (Chairman)

carluccia25.jpg

2016 MasterCard Proxy  14iconpubcobrdorng01.jpg
iconglobpersorng01.jpg
iconfinancialorng01.jpg
iconceoexporng01.jpg
icondiginnoorng01.jpg
iconreggovtorng01.jpg
iconconsumergrey01.jpg
iconinfosecorng01.jpg
iconpaymentsorng01.jpg
iconauditfinexpgrey01.jpg
Public company
board experience
Global
perspective
FinancialCEO experienceDigital &
innovation
Regulatory &
governmental
ConsumerInformation
security
PaymentsAudit committee financial expert


Corporate Governance • Proposal 1262019 MASTERCARD PROXY


CORPORATE GOVERNANCE

Richard K. Davis
Chief Executive Officer, Make-A-Wish America,
a non-profit corporation dedicated to granting the wishes of critically ill children (since January 2019)
 
Steven J. Freiberg
Senior Advisor, The Boston Consulting Group, a global management consulting firm(since December 2012)
Mr. Freiberg shares withDavis brings to the Board extensive payments experience and consumer insight as former CEO, executive chairman and longtime senior level globalexecutive of a publicly traded financial holding company and former chairman of a banking association and payments company. As a leader and Board member of companies in highly regulated industries, as well as a former Federal Reserve representative, he provides valuable perspective on engaging and partnering with regulators. Mr. Davis’ extensive experience in financial services and his membership on public company audit and finance committees contribute strong financial understanding.
Director since
June 2018
Age at Annual Meeting
61
Board committees
•    Human Resources & Compensation
Current public company boards
•    Dow Inc. (audit and corporate governance committees)
•    Xcel Energy, Inc. (chair, governance, compensation and nominating committee; finance committee)
Additional positions
•    Director, Mayo Clinic
Previous experience
•    Executive positions at U.S. Bancorp, including Executive Chairman (April 2017-April 2018); Chairman (2007-April 2017); Chief Executive Officer (December 2006-April 2017); President (October 2004-January 2016); and Chief Operating Officer (2004-2006)
Past public company boards
•    U.S. Bancorp
•    DowDuPont Inc. and The Dow Chemical Company (Dow Inc. predecessor boards)
davis.jpg
iconpubcobrdorng01.jpg
iconglobpersgrey01.jpg
iconfinancialorng01.jpg
iconceoexporng01.jpg
icondiginnogrey01.jpg
iconreggovtorng01.jpg
iconconsumerorng01.jpg
iconinfosecgrey01.jpg
iconpaymentsorng01.jpg
iconauditfinexpgrey01.jpg
Public company
board experience
Global
perspective
FinancialCEO experienceDigital &
innovation
Regulatory &
governmental
Consumer
Information
security
PaymentsAudit committee financial expert

2019 MASTERCARD PROXY27


CORPORATE GOVERNANCE

Steven J. Freiberg
Former CEO, E*Trade Financial Corporation
a financial services firm (April 2010-August 2012)
Mr. Freiberg contributes to the Board extensive senior-level payments experience, including leading retail banking and payments businesses. This experience provides global perspective and regulatory insights.insight. His leadership of consumer and global cards businesses also contributes strong consumer and innovation insight. His service as our Audit Committee chairman and as a director of consumer finance and foreign exchange companies provides valuable financial understanding.
PREVIOUS BUSINESS EXPERIENCE
Ÿ Director sinceCEO, E*TRADE Financial Corporation, (financial services) (2010-2012)
September 2006
Ÿ Age at Annual MeetingSeveral 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
62
Ÿ Additional positions with Citigroup’s predecessor companies and affiliates (1980-2005)Board committees
•    Audit (Chairman)
•    Human Resources & Compensation
Ÿ Current public company boardsDirector, several Citigroup affiliates (including Citibank N.A.)
CURRENT PUBLIC COMPANY BOARDS
Ÿ •    Regional Management Corp. (consumer finance) (audit committee and compensation committee chair)
ADDITIONAL MASTERCARD EXPERIENCEAdditional positions
Ÿ •    Chairman, Fair Square Financial LLC (credit card-focused venture)
•    Chairman, Rewards Network (marketing and loyalty services provider to restaurant industry)
•    Vice Chairman, Social Finance, Inc. (private personal finance company)
•    Member, TowerBrook Capital Partners L.P. senior advisory board
•    Senior Advisor, The Boston Consulting Group (global management consulting) and Verisk Analytics, Inc. (data analysis and risk assessment)
•    Director, Purchasing Power, LLC (consumer product purchasing provider)
Additional Mastercard experience
•    Director of U.S. region board prior to IPO (2001-2006) (Chairman from 2004-2006)
ADDITIONAL POSITIONS
Ÿ Previous experienceDirector, OANDA Corporation (Internet-based forex trading
•    Several executive positions at Citigroup (2005-2010), including EVP, Citibank N.A.; Chairman and currency information services)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
Ÿ Past public company boardsSenior Advisor of Verisk Analytics, Inc. (data analysis and risk assessment); and 24/7 (technology consulting)
Ÿ Trustee, Hofstra University
PAST PUBLIC COMPANY BOARDS
Ÿ E*TRADE Financial Corporation
freiberga27.jpg
iconpubcobrdorng01.jpg
iconglobpersorng01.jpg
iconfinancialorng01.jpg
iconceoexporng01.jpg
icondiginnoorng01.jpg
iconreggovtorng01.jpg
iconconsumerorng01.jpg
iconinfosecorng01.jpg
iconpaymentsorng01.jpg
iconauditfinexporng01.jpg
Public company
board experience
Global
perspective
FinancialCEO experienceDigital &
innovation
Regulatory &
governmental
ConsumerInformation
security
PaymentsAudit committee financial expert

282019 MASTERCARD PROXY


CORPORATE GOVERNANCE

Julius Genachowski

Managing Director and Partner, The Carlyle Group,
a global alternative asset managementinvestment firm(since (since January 2014)
Mr. Genachowski brings to the Board extensive digital, technology and media expertise, regulatory experience, information security insight, a global perspective, and engagement with both globalconsumer and consumer perspectiveenterprise companies through a career as a senior government official, and senior business executive, investor, and director at or with internet,technology, media telecommunications and othercommunications companies. Mr. Genachowski also adds valuable financial knowledge as a global asset management firm partner and through experience in private equity, at a large public operating businesscompany and on public audit committees.
PREVIOUS BUSINESS EXPERIENCEDirector since
June 2014
Ÿ Age at Annual Meeting
56
Board committees
•    Human Resources & Compensation
Current public company boards
•    Sonos Inc. (audit committee and nominating and corporate governance committee chair)
•    Sprint Corporation (audit committee)
Additional position
•    Former member, President’s Intelligence Advisory Board (U.S.)
Previous experience
•    Chairman, U.S. Federal Communications Commission (2009-2013)
Ÿ •    Senior executive roles with IAC/InterActiveCorp (internet(Internet and media), including chief of business operations and general counsel
Ÿ Senior Advisor, General Atlantic (private equity firm)
Ÿ •    Several other U.S. government roles, including Chief Counselchief counsel to FCC Chairman; law clerk to U.S. Supreme Court Justice David Souter; and Congressionalcongressional staff member (including for then-Representative Charles Schumer, and for the joint select committee investigating the Iran-Contra Affair)affair)
CURRENT PUBLIC COMPANY BOARDSPast public company boards
Ÿ Sprint Corporation (audit committee)
ADDITIONAL POSITIONS
Ÿ Member, President’s Intelligence Advisory Board (U.S.)
Ÿ 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
Ÿ Ticketmaster Entertainment, Inc.; Expedia, Inc.; Hotels.com; Web.com Group, Inc.
genachowskia21.jpg

2016 MasterCard Proxy  15iconpubcobrdorng01.jpg
iconglobpersorng01.jpg
iconfinancialorng01.jpg
iconceoexporng01.jpg
icondiginnoorng01.jpg
iconreggovtorng01.jpg
iconconsumerorng01.jpg
iconinfosecorng01.jpg
iconpaymentsgrey01.jpg
iconauditfinexpgrey01.jpg
Public company
board experience
Global
perspective
FinancialCEO experienceDigital &
innovation
Regulatory &
governmental
ConsumerInformation
security
PaymentsAudit committee financial expert


Corporate Governance • Proposal 12019 MASTERCARD PROXY29


CORPORATE GOVERNANCE

Choon Phong Goh
Chief Executive Officer, Singapore Airlines Limited,
a multinational airline (since January 2011)
 
Mr. Goh brings to the Board strong consumer insight, global perspective and payments experience as the CEO and longtime senior executive of a publicly traded multinational airline. His prior positions in finance and information technology contribute valuable information security experience and financial understanding.
Director since
April 2018
Age at Annual Meeting
55
Board committees
•    Nominating & Corporate Governance
Current public company boards
•    Singapore Airlines Limited
Additional positions
•    Member and former chairman, Board of Governors of the International Air Transport Association (Chair, audit, and strategy and policy committees)
•    Chairman, Budget Aviation Holdings Pte Ltd
•    Director, SIA Engineering Company (majority owned by Singapore Airlines Limited)
•    Member, Massachusetts Institute of Technology Presidential CEO Advisory Board
•    Member, National University of Singapore board of trustees
•    Member, Association of Asia Pacific Airlines (executive committee)
Previous experience
•    Executive Vice President, Marketing and the Regions, Singapore Airlines Limited (June 2010-December 2010)
•    President, Singapore Airlines Limited, Cargo (June 2006-February 2010)
•    Previous leadership positions at Singapore Airlines Limited, including Senior Vice President Finance, Senior Vice President Information Technology and Senior Vice President Commercial Technology
goh.jpg
iconpubcobrdorng01.jpg
iconglobpersorng01.jpg
iconfinancialorng01.jpg
iconceoexporng01.jpg
icondiginnogrey01.jpg
iconreggovtgrey01.jpg
iconconsumerorng01.jpg
iconinfosecorng01.jpg
iconpaymentsorng01.jpg
iconauditfinexpgrey01.jpg
Public company
board experience
Global
perspective
FinancialCEO experienceDigital &
innovation
Regulatory &
governmental
ConsumerInformation
security
PaymentsAudit committee financial expert

302019 MASTERCARD PROXY


CORPORATE GOVERNANCE

Merit E. Janow

Dean, School of International and Public Affairs, (SIPA),
Columbia University,
a private university
(since July 2013)
Professor Janow contributes to the Board extensive global and financial perspective throughas a career as dean and professor of international economic law and international affairs.affairs, especially with respect to the Asia Pacific region where she has a strong focus. Her extensiveuniversity career, public board service and other initiatives provide significant insights on technology, innovation and digital matters, including in cyber security. Professor Janow also brings deep experience in dealing with governments and regulatory experience serving on world trade bodies through both her past government service 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.
PREVIOUS BUSINESS EXPERIENCE
Ÿ Professor of international economic law and international affairsher career at SIPA, (since 1994)as well as through her service on not-for-profits and advisory bodies.
Director since
June 2014
Ÿ Age at Annual MeetingLeadership
61
Board committees
•    Human Resources & Compensation
•    Nominating & Corporate Governance
Current public company board
•    Trimble Inc. (compensation committee)
Additional positions at Columbia University, including director, international finance and economic policy program; director, masters’ program in international affairs; and chairman,
•    Lead, Columbia University’s Advisory Committee on Socially Responsible InvestingSIPA Tech & Policy Initiative, including serving as Co-Chair, New York Cyber Task Force
Ÿ Member, Appellate Body of the World Trade Organization
Ÿ Executive Director, the International Competition Policy Advisory Committee of the U.S. Department of Justice
Ÿ Deputy Assistant U.S. Trade Representative, Japan and China

CURRENT PUBLIC COMPANY BOARDS
Ÿ Trimble Navigation Limited (corporate governance committee)
ADDITIONAL POSITIONS
Ÿ Director, The NASDAQ Stock Market LLC (a subsidiary board of The NASDAQ OMX Group, Inc.)
Ÿ •    Director and proxy committee member, American Funds (a mutual fund family of the Capital Group) (more than 20 funds)
Ÿ •    Director of Japan Society and National Committee on U.S.-China Relations
•    Member, Council on Foreign Relations
•    Member, Mitsubishi UFJ Financial Group, Inc. global advisory Board
•    Charter member, International Advisory Council of China Investment Corporation
Ÿ 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, Council on Foreign RelationsAppellate Body of the World Trade Organization
Ÿ Director,•    Executive director, the International Competition Policy Advisory Committee of the U.S. Department of Justice
•    Deputy Assistant U.S. Trade Representative, Japan Societyand China
janow.jpg
Nancy J. 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 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.
PREVIOUS BUSINESS EXPERIENCE
Ÿ  Senior Partner, McKinsey & Company (consulting firm) (1988-2000)
Ÿ Served in several other capacities at McKinsey & Company (1974-1988)
CURRENT PUBLIC COMPANY BOARDS
Ÿ Non-Executive Chairman, Kate Spade and Company (nominating and corporate governance and audit committees)
Ÿ Kimberly-Clark Corporation (nominating and corporate governance committee chairman)

ADDITIONAL POSITIONS
Ÿ Trustee and Chairman, Northern Westchester Hospital
Ÿ Trustee, Northwell Health System
PAST PUBLIC COMPANY BOARDS
Ÿ CEB
Ÿ Genworth Financial, Inc.
Ÿ The Gillette Company
Ÿ Nabisco
Ÿ Toys “R” Us, Inc.

2016 MasterCard Proxy  16iconpubcobrdorng01.jpg
iconglobpersorng01.jpg
iconfinancialorng01.jpg
iconceoexpgrey01.jpg
icondiginnoorng01.jpg
iconreggovtorng01.jpg
iconconsumergrey01.jpg
iconinfosecorng01.jpg
iconpaymentsgrey01.jpg
iconauditfinexpgrey01.jpg
Public company
board experience
Global
perspective
FinancialCEO experienceDigital &
innovation
Regulatory &
governmental
ConsumerInformation
security
PaymentsAudit committee financial expert


Corporate Governance • Proposal 12019 MASTERCARD PROXY31


CORPORATE GOVERNANCE

Oki Matsumoto

Managing Director, Chairman and CEO, Monex Group, Inc.,
an online securities brokerage firm(since (since February 2011)
Mr. Matsumoto has been nominated to serve as a director of MasterCard, subject to his election at the Annual Meeting. Asis the founder and CEO of a Japan-based, publicly-tradedpublicly traded financial services holding company and former director of a stock exchange, as well as throughexchange. Through a career in investment banking, Mr. Matsumoto will provideprovides global perspective and extensive financial expertise to the Board. His leadership of a global online securities brokerage firm will provideprovides valuable digital and innovation experienceexperience.
Director since.
June 2016
Age at Annual Meeting
55
Board committees
•    Human Resources & Compensation
Current public company boards
•    Monex Group, Inc. (nominating and compensation committees)
•    UZABASE, Inc.
Additional positions
•    Chairman, Coincheck, Inc.; and Director, TradeStation Group, Inc. and Monex, Inc., each a subsidiary of Monex Group, Inc.
•    International Board member and Vice Chairman, Human Rights Watch
•    Councilor, International House of Japan
PREVIOUS BUSINESS EXPERIENCE•    Former member, Economic Counsel to the Prime Minister of Japan
Ÿ •    Former director, Tokyo Stock Exchange (2008-2013)
Previous experience
•    Founded Monex, Inc. (financial services) in 1999; held management roles, including Representative Directorrepresentative director and CEO (2004-2011) and Representative Director, President and CEO (1999-2004)(1999-2016)
Ÿ •    General Partner, Goldman Sachs Group, L.P. (1994-1998)
Ÿ •    Vice President, Goldman Sachs Japan Co.,
Ltd. (1992-1994)
Ÿ Analyst, Goldman Sachs Japan Co., Ltd.
and analyst (1990-1992)
Ÿ •    Analyst, Salomon Brothers Asia Limited
(1987-1990)

Past public company boards
CURRENT PUBLIC COMPANY BOARDS•    JIN Co., Ltd.
Ÿ Kakaku.com, Inc.
matsumoto.jpg
iconpubcobrdorng01.jpg
iconglobpersorng01.jpg
iconfinancialorng01.jpg
iconceoexporng01.jpg
icondiginnoorng01.jpg
iconreggovtgrey01.jpg
iconconsumergrey01.jpg
iconinfosecgrey01.jpg
iconpaymentsgrey01.jpg
iconauditfinexpgrey01.jpg
Public company
board experience
Global
perspective
FinancialCEO experienceDigital &
innovation
Regulatory &
governmental
Consumer
ŸInformation JIN CO., LTD
security
Ÿ Monex Group, Inc.
PaymentsAudit committee financial expert

ADDITIONAL POSITIONS
322019 MASTERCARD PROXY


CORPORATE GOVERNANCE
Ÿ International Board Member, Human Rights Watch
Ÿ Councilor, International House of Japan
Ÿ    Former member, Economic Counsel to the
      Prime Minister
Ÿ    Former Director, Tokyo Stock Exchange
      (2008-2013)

Youngme Moon
Senior Associate Dean for Strategy & Innovation and the Donald K. David Professor of Business Administration,
Harvard Business School, a private university
(since July 2014)
 
Professor Moon provides to the Board a deep understanding of strategy and innovation as a long-tenured professor and current associate dean at Harvard Business School. She brings strong global perspective and consumer experience based on her service as a director at several retail and retail-centric consumer products companies.
Director nominee
Age at Annual Meeting
55
Current public company board
•    Unilever (Vice Chair and Senior Independent Director) (corporate responsibility committee)
Additional positions
•    Director of Warby Parker and Sweetgreen, Inc. (compensation committee)
Previous Harvard Business School experience
•    Associate Dean and Chair of MBA Program (2010)
•    Donald K. David Professor of Business Administration (2007- present)
•    Associate Professor (2003-2007)
•    Assistant Professor (1998-2003)
Past public company boards
•    Avid Technology, Inc.
•    Rakuten, Inc.
•    Zulily, Inc.
bioymoon.jpg
iconpubcobrdorng01.jpg
iconglobpersorng01.jpg
iconfinancialgrey01.jpg
iconceoexpgrey01.jpg
icondiginnoorng01.jpg
iconreggovtgrey01.jpg
iconconsumerorng01.jpg
iconinfosecgrey01.jpg
iconpaymentsgrey01.jpg
iconauditfinexpgrey01.jpg
Public company
board experience
Global
perspective
FinancialCEO experienceDigital &
innovation
Regulatory &
governmental
Consumer
Information
security
PaymentsAudit committee financial expert

2019 MASTERCARD PROXY33


CORPORATE GOVERNANCE

Rima Qureshi

SeniorExecutive Vice President and Chief Strategy Officer and Head of M&A, Ericsson,
Verizon Communications Inc., a global technology, software and services companymultinational telecommunications conglomerate (since May 2014)November 2017)
Ms. Qureshi contributes to the Board global perspective, digital expertise and innovation insightsinsight through her extensive senior levelsenior-level experience at a global telecommunications equipment and services provider,providers, including roles in strategy, regional management, research and development, sales services and manufacturing.services. Having spent numerousmany 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 global payments and information security expertise.
PREVIOUS BUSINESS EXPERIENCEDirector since
April 2011
Ÿ Age at Annual Meeting
54
Board committees
•    Audit
Additional positions
•    Director, GSMA Board (telecom industry association board) (audit committee)
•    Director, Verizon Foundation
•    Member, McGill University International Advisory Board
Previous experience
•    Executive positions at Ericsson, including President, North America (2017); Senior Vice President-strategic projects (2012-2014)President, chief strategy officer and head of M&A (2014-2016)
•    Additional positions at Ericsson (1993-2014), including Senior Vice President and head of business unit CDMA mobile systems (2010-2012)
Ÿ 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
Ÿ •    IT consultant, DMR Group Inc.
Past public company boards
•    Great-West Lifeco Inc.
    Wolters Kluwer

biorqureshi.jpg
CURRENT PUBLIC COMPANY BOARDS
Ÿ Great West Lifeco. (Nominee for election at the annual meeting in May 2016)
ADDITIONAL POSITIONS
Ÿ Chairperson, Northern Europe, Russia and Central Asian Region of Ericsson
PAST PUBLIC COMPANY BOARDS
Ÿ Wolters Kluwer (compensation committee)





2016 MasterCard Proxy  17iconpubcobrdorng01.jpg
iconglobpersorng01.jpg
iconfinancialorng01.jpg
iconceoexpgrey01.jpg
icondiginnoorng01.jpg
iconreggovtorng01.jpg
iconconsumerorng01.jpg
iconinfosecorng01.jpg
iconpaymentsorng01.jpg
iconauditfinexpgrey01.jpg
Public company
board experience
Global
perspective
FinancialCEO experienceDigital &
innovation
Regulatory &
governmental
ConsumerInformation
security
PaymentsAudit committee financial expert


Corporate Governance • Proposal 1342019 MASTERCARD PROXY


CORPORATE GOVERNANCE

José Octavio Reyes Lagunes

Former Vice Chairman, The Coca-Cola Export Corporation,

The Coca-Cola Company, a global beverage company
(January 2013 - March2013-March 2014)
Mr. Reyes shares with the Boardcontributes 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 global payments experience.
PREVIOUS BUSINESS EXPERIENCEDirector since
January 2008
Ÿ Age at Annual Meeting
67
Board committees
•    Human Resources & Compensation (Chairman)
Current public company boards
•    Coca-Cola HBC AG (social responsibility committee)
•    Coca-Cola FEMSA S.A.B. de C.V. (KOF)
Additional positions
•    Director, Papalote Children’s Museum, Mexico City
Previous experience
•    Vice Chairman, The Coca-Cola Export Corporation, The Coca-Cola Company (2013-2014)
Ÿ •    Executive positions at The Coca-Cola Company, including President, Latin America Group (2002-2012); and President, Coca-Cola de México (1996-2002)
Ÿ •    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
Ÿ •    Grupo IRSA, a Monsanto Company joint venture (5(five years’ experience)
CURRENT PUBLIC COMPANY BOARDSPast public company boards
Ÿ Coca-Cola HBC AG (social responsibility committee)    Keurig Green Mountain, Inc.
Ÿ Coca-Cola FEMSA S.A.B de C.V. (KOF)
ADDITIONAL POSITIONS
Ÿ Director, Fundación UNAM
Ÿ Director, Papalote Children’s Museum in Mexico City

lagunes.jpg
iconpubcobrdorng01.jpg
iconglobpersorng01.jpg
iconfinancialgrey01.jpg
iconceoexpgrey01.jpg
icondiginnogrey01.jpg
iconreggovtorng01.jpg
iconconsumerorng01.jpg
iconinfosecgrey01.jpg
iconpaymentsorng01.jpg
iconauditfinexpgrey01.jpg
Public company
board experience
Global
perspective
FinancialCEO experienceDigital &
innovation
Regulatory &
governmental
Consumer
Information
security
PaymentsAudit committee financial expert

2019 MASTERCARD PROXY35


CORPORATE GOVERNANCE

Gabrielle Sulzberger
General Partner, Fontis Partners, L.P.,
a private equity fund (since October 2005)
 
Ms. Sulzberger brings to the Board extensive financial experience and insight as the general partner of a private equity firm, Chief Financial Officer of several companies, and a U.S. public company audit committee financial expert and former board chairman. She contributes strong consumer insight, global perspective and payments experience as a former director at several U.S. public company merchants, including her longtime service as Chairman of a major merchant in the quality retail food business. Her experience as Chief Financial Officer of an open source software company also provides valuable digital and innovation experience.
Director since
December 2018
Age at Annual Meeting
59
Board committees
•    Nominating & Corporate Governance
Current public company boards
•    Brixmor Property Group Inc. (since 2015) (audit committee financial expert; nominating & corporate governance chairman)
Additional positions
•    Henry Crown Fellow, Aspen Institute
•    Trustee, Ford Foundation
•    Director of each of: Acorn Advisors LLC (audit committee); TIME’S UP Foundation; Trinity Church Wall Street; and WomenCorporateDirectors Foundation
Previous experience
•    Interim CEO, Johnson Products Company (hair care products) (October 2011-February 2013)
•    CFO, Gluecode Software Inc. (2002-2005) (open source software company)
•    CFO, Crown Services (2000-2002) (commercial contractors)
Past public company boards
•    Bright Horizons Family Solutions, Inc.
•    Teva Pharmaceutical Industries Limited
•    The Stage Stores, Inc.
    Whole Foods Market, Inc.
sulzberger.jpg
iconpubcobrdorng01.jpg
iconglobpersorng01.jpg
iconfinancialorng01.jpg
iconceoexporng01.jpg
icondiginnogrey01.jpg
iconreggovtorng01.jpg
iconconsumerorng01.jpg
iconinfosecgrey01.jpg
iconpaymentsgrey01.jpg
iconauditfinexpgrey01.jpg
Public company
board experience
Global
perspective
FinancialCEO experienceDigital &
innovation
Regulatory &
governmental
Consumer
Information
security
PaymentsAudit committee financial expert

362019 MASTERCARD PROXY


CORPORATE GOVERNANCE

Jackson Tai

Former Vice Chairman and Chief Executive Officer, DBS Group and DBS Bank Ltd., leading financial services entities
(June 2002 - December2002-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 telecommunicationsretail and retailtelecommunications companies provides valuable consumer and digital and innovation insight.
PREVIOUS BUSINESS EXPERIENCEDirector since
September 2008
Ÿ Age at Annual Meeting
68
Board committees
•    Audit
•    Nominating & Corporate Governance
Current public company boards
•    Eli Lilly and Company (audit; finance; and directors & corporate governance committees)
•    HSBC Holdings plc (group risk committee chair; group financial system vulnerabilities committee chair; group audit and nominations & corporate governance committees)
Additional positions
•    Director, Metropolitan Opera
•    Trustee, Rensselaer Polytechnic Institute
•    Former director, Canada Pension Plan Investment Company
•    Former director, Cassis International Pte. Ltd. (payments technology company)
•    Former director, privately held Russell Reynolds Associates, Inc.
•    Former director, Brookstone Inc. (non-executive chairman and interim CEO (January 2012-May 2012)
Previous experience
•    Vice Chairmanchairman and CEO, DBS Group and DBS Bank Ltd. (2002-2007)
Ÿ •    Prior executive positions at DBS Group (1999-2002), including President and COO and CFO
Ÿ •    Senior management positions at Investment Banking Division, J.P. Morgan & Co. Incorporated (New York, Tokyo and San Francisco) (1974-1999)
CURRENT PUBLIC COMPANY BOARDSPast public company boards
Ÿ •    Royal Philips N.V. (audit committee chairman)(term ending in May, 2019)
Ÿ •    Bank of China, Limited (audit, risk
•    DBS Group and strategic development committee)DBS Bank Ltd.
Ÿ Eli Lilly and Company (audit and finance committees)
ADDITIONAL POSITIONS
Ÿ Director of privately-held Vaporstream,

     Inc. (secure messaging technology co.) and Russell Reynolds Associates, Inc.
Ÿ Director, Metropolitan Opera
Ÿ Former director, Brookstone Inc. (non-executive chairman and audit committee) (served as interim President and CEO from Jan 2012-May 2012)*
Ÿ Former director, Cassis International Pte. Ltd.
Ÿ Member, Bloomberg Asia Pacific Advisory Board and Harvard Business School Asia Pacific Advisory Board
Ÿ Trustee, Rensselaer Polytechnic Institute
PAST PUBLIC COMPANY BOARDS
Ÿ •    ING Groep N.V. (audit committee chairman)
Ÿ NYSE Euronext (audit and technology committees)
Ÿ Singapore Airlines (audit committee)Limited
Ÿ 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.

2016 MasterCard Proxy  18tai.jpg

Corporate Governance • Board and Committees


BOARD AND COMMITTEES
Board Leadership Structure
iconpubcobrdorng01.jpg
iconglobpersorng01.jpg
iconfinancialorng01.jpg
iconceoexporng01.jpg
icondiginnoorng01.jpg
iconreggovtorng01.jpg
iconconsumerorng01.jpg
iconinfosecorng01.jpg
iconpaymentsorng01.jpg
iconauditfinexporng01.jpg
Public company
board experience
Global
perspective
FinancialCEO experienceDigital &
innovation
Regulatory &
governmental
ConsumerInformation
security
PaymentsAudit committee financial expert

2019 MASTERCARD PROXY37


CORPORATE GOVERNANCE

Lance Uggla
Chairman and Chief Executive Officer, IHS Markit Ltd.,
a global information provider (since January 2018)
Mr. Uggla brings to the Board global perspective and innovation insights as the CEO of a publicly traded company that provides information, analytics and solutions to customers in business, finance and government. He provides extensive financial experience as the founder and former Chairman and CEO of a company that offered daily credit default swap pricing services, as well as through several executive management positions at a global investment dealer.
Director nominee
Age at Annual Meeting
57
Current public company boards
•    IHS Markit Ltd.
Additional positions
•    Executive Trustee, Tate Foundation
Previous experience
•    President and Chief Operating Officer, IHS Markit Ltd. (July 2016 -December 2017)
•    Founder and former Chairman and CEO, Markit Ltd. (June 2014-July 2016) and its predecessor, Markit Group Holdings Ltd. (2003-June 2014)
•    Executive management positions at Toronto-Dominion Securities, including Vice Chairman and Head of Europe and Asia (1995-2003)
bioluggla.jpg
iconpubcobrdorng01.jpg
iconglobpersorng01.jpg
iconfinancialorng01.jpg
iconceoexporng01.jpg
icondiginnoorng01.jpg
iconreggovtgrey01.jpg
iconconsumergrey01.jpg
iconinfosecgrey01.jpg
iconpaymentsgrey01.jpg
iconauditfinexpgrey01.jpg
Public company
board experience
Global
perspective
FinancialCEO experienceDigital &
innovation
Regulatory &
governmental
Consumer
Information
security
PaymentsAudit committee financial expert

382019 MASTERCARD PROXY


CORPORATE GOVERNANCE

Board and committees
Board of Directors
 
Richard Haythornthwaite
Chairman of the Board of Directors
5
number of meetings in 2018
75%+
attendance
Board and committee meetings
100%
attendance
2018 annual meeting of stockholders
Board leadership structure
We have an independent Chairman of the Board, Richard Haythornthwaite. The role of the Chairman is to provide governance and leadership to the Board, including helping to organize the Board’s work and ensuring that its membersour directors have information to effectively carry out their responsibilities. Specifically,The responsibilities of Mr. Haythornthwaite’s responsibilitiesHaythornthwaite include, among other things:
presiding over Board meetings and executive sessions of non-management and independent directors
Ÿpresiding over Board meetings and executive sessions of non-management and independent directors
Ÿoverseeing the adequacy of information available to directors
Ÿoverseeing the adequacy of information available to directors
coordinating feedback regarding issues discussed in executive session, as well as performance, to the Chief Executive Officer (the “CEO”)
facilitating effective communication between the Board and our stockholders, including, among other things, presiding over the annual meeting, and any special meetings, of stockholders
working with the CEO and Corporate Secretary to set Board meeting agendas
providing advice and counsel to the CEO
Ÿ
facilitating effective communication between the Board and our stockholders, including, among other
things, by presiding over the annual meeting, and any special meetings, of stockholders
Ÿ

working with the CEO and Corporate Secretary to set Board meeting agendas, and
Ÿproviding advice and counsel to the CEO.

The Board does not have a specific policy regarding the separation of the Chairman and CEO roles, as it believes it is in the company’s best interestinterests to make that determination from time to time based on the position and direction of MasterCardMastercard and the membershipcomposition of the Board. We have had an independent Chairman since our IPO,initial public offering, and the Board believes having both separate CEOChairman and ChairmanCEO positions and an independent Chairman continues to be the appropriate leadership structure for MasterCardMastercard at this time. This structure enables the CEO to focus on the operation of our business, while the
Chairman focuses on ensuring the independencegovernance and leadership of the Board in fulfilling its obligations to MasterCardMastercard and our stockholders.
The Board holds regularly scheduled meetings of independent directors in executive session without management present and may meet more frequently upon request of any independent director. The Chairman ordinarily presides at suchthese sessions.
Director business and region visits
Our Board members meet periodically with senior managers throughout our global business. The Board holds meetings at our headquarters, as well as at our various business offices around the world. This provides directors with the opportunity to meet with local/regional employees and stakeholders, such as policymakers, government and business leaders, and customers that are strategically important to our business. Through these meetings, our directors gain firsthand understanding of the culture and the issues and challenges we face in each region and learn how they tie into our strategic goals.
Board Committeesand committee member attendance
The Board held five meetings during 2018. During 2018, each director attended 75% or more of the aggregate of: (a) the total number of Board meetings held during the year and (b) the total number of meetings held by all committees of the Board on which such director served during the year (during the period for which he or she was a director/committee member).
We encourage directors to attend our annual meeting. All Board members attended our 2018 annual stockholders’ meeting.


2019 MASTERCARD PROXY39


CORPORATE GOVERNANCE

Board committees
The Board has a standing Audit Committee, Human Resources and& Compensation Committee (HRCC) and Nominating and& Corporate Governance Committee, (NCG), each of which operates under a written charter that is posted on our website (at https://investor.mastercard.com/investor-relations/corporate-governance/board-committees/default.aspx.
Audit Committeehttp://www.mastercard.com) in the “Investor Relations” section under “Corporate Governance” and “Board Committees”. The following describes the responsibilities, current membership and total number of meetings held as well as the key accomplishments of each committee in 2015:
Steven J. Freiberg
Chairman


2016 MasterCard Proxy  19

Corporate Governance • Board and Committees

Audit CommitteeNumber of Meetingsmeetings in 2015: 11
2018
9
Other committee
members:
•    Silvio Barzi*
•    David R. Carlucci
•    Richard Haythornthwaite
•    Rima Qureshi
•    Jackson Tai
Primary Responsibilitiesresponsibilities
The Audit Committee assists our Board in its oversight of:
•    theThe quality and integrity of MasterCard’sMastercard’s financial statements
•    MasterCard'sMastercard’s compliance with legal and regulatory requirements
•    theThe qualifications, performance and independence of MasterCard’sMastercard’s independent registered public accounting firm
•    riskRisk assessment and risk management
•    theThe performance of MasterCard’sMastercard’s internal audit function and
•    theThe quality of MasterCard’sMastercard’s internal controls.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 committeescommittee of more than three public companies as defined in the NYSE Listed Company Manual.
Audit Committee Financial Experts
committee financial experts
The Board has identified botheach of Mr. Freiberg and Mr. Tai as “audit committeean “Audit Committee financial experts”expert” under the applicable SEC rules based on their experience and qualifications.

Chairman:
Freiberg

Other Committee Members: 
Barzi
Olivié*
Qureshi
Tai






*through the date of the Annual Meeting
Nominating and Corporate Governance CommitteeNumber 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.
Chairman:
Karch
Other Committee Members: 
Carlucci
Haythornthwaite
Janow
Tai
Tian*

*through the date of the Annual Meeting

Human Resources & Compensation Committee
José Octavio Reyes Lagunes
Chairman
2016 MasterCard Proxy Number of meetings in 2018
5
Other committee
members:
    20Silvio Barzi*

Corporate Governance •    Board and Committees



Richard K. Davis
Human Resources and Compensation CommitteeNumber of Meetings in 2015: 8


Chairman:
Reyes

Other Committee Members: 
Barzi
•    Steven J. Freiberg
•    Julius Genachowski
Olivié*•    Merit E. Janow

•    Oki Matsumoto







*through the date of the Annual Meeting
Primary Responsibilitiesresponsibilities
The HRCC is primarily responsible for:
•    ensuringEnsuring that MasterCard'sMastercard’s compensation and benefit programs are fair and appropriate,
   and as well as designed to attract, retain and motivate employees
•    ensuringEnsuring 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
•    determiningDetermining annual and long-term goals for MasterCardMastercard and ensuring that compensation paidvalue transferred to executive officers isthe CEO.
as well as key executives, through cash or stock-based awards are commensurate with levels of performance
•    ensuringEnsuring that we have a thorough succession planning process and
•    providingProviding direction and perspective to management on strategies with significant human resource implications.

2015 Highlightsresources implications
IndependenceEvaluated 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.

To learn more about how Mastercard considers and determines executive and non-employee director compensation, including the role of executive officers and the compensation consultant, see “Compensation discussion and analysis” beginning on pg 64.
* through the date of the Annual Meeting

402019 MASTERCARD PROXY

For information on 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 (pg 39).

CORPORATE GOVERNANCE
Board Member Attendance
Nominating & Corporate Governance Committee
Nancy Karch*
Chairman
Number of meetings in 2018
5
Other committee
members:
•    David R. Carlucci
•    Choon Phong Goh
•    Richard Haythornthwaite
•    Merit E. Janow
•    Gabrielle Sulzberger
•    Jackson Tai
Primary responsibilities
The NCG’s responsibilities include:
•    Identifying individuals qualified to become directors
•    Recommending that the Board select the candidates for directorships to be filled by the Board or by the stockholders
•    Developing and recommending to the Board a set of corporate governance principles
•    Overseeing the annual process for Board and committee self-evaluations
•    Overseeing legal, regulatory and public policy matters significant to Mastercard
•    Taking a leadership role in shaping corporate governance with a focus on the long-term interests of Mastercard and its stockholders
•    Considering issues significant to Mastercard concerning corporate social responsibility and diversity initiatives and any issues raised by stockholders
Independence
Each committee member has been determined by the Board to qualify as independent under the independence criteria established by the NYSE.




* through the date of the Annual Meeting
The Board held 5 meetings during 2015. During 2015, each director attended 75% or more of the aggregate of: (a) the total number of Board meetings held during the year and (b) the total number of meetings held by all committees of the Board on which such director served during the year (during the period for which he or she has been a director/committee member). The number of committee meetings held during 2015 is set forth above under “Board Committees”.
We encourage directors to attend our annual meeting and endeavor to hold Board and/or committee meetings on the annual meeting date to help promote this attendance. All Board members attended the 2015 annual meeting.
Board and Committee Evaluation
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 Board and committee evaluation process.  The NCG considers theprocess, determining its format and framework, for the process, which includes deciding
including whether to use a third partythird-party facilitator. The NCG most recently used a third-party facilitator periodically. in 2016.
When we do not use a third partythird-party facilitator, we utilize a director questionnaire to facilitate the annual evaluation of topics such as Boardboard and committee effectiveness, director contributions and the like. Our independent Chairman of the Board and NCG Chairman review the results and share them with each committee chairman. Our Chairman meets individually with various Board members and organizes and summarizes the responses and recommendations for discussion with the Board. Each committee reviews its own assessment as well. For 2016, the NCG intends to use a third party facilitator to assist with the Board and committee evaluation process.

2016 MasterCard Proxy  21

Corporate Governance • Board and Committees

Director Business and Region Visits
Our Board members meet periodically with senior managers throughout our global business. The Board holds meetings at our headquarters as well as at various locations around the world. This provides directors with the opportunity to meet with stakeholders such as policymakers, government and business leaders and customers that are strategically important to our business. By meeting with stakeholders and managers globally, the directors gain a first-hand understanding of the issues and challenges we face in each region and how they tie into our strategic goals.
Board Risk Oversightrisk oversight
TheOur Board is responsible for establishing Mastercard’s risk appetite and overseeing MasterCard’s risk andits risk management practices.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 whileby encouraging thoughtful risk taking in pursuit of the company’s objectives.
The Board exercises its riskthis oversight responsibility both directly and indirectly through its three standing committees, each of which is delegated responsibility for specific risks and keeps the Board informed of its oversight efforts through regular reports by theeach committee chairmen.chairman. Management is accountable for day-to-day risk management efforts. 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, andas well as to facilitate transparent identification and reporting of key business issues to senior management, appropriate Board committees and the Board as a whole.
The following are the key risk oversight and management responsibilities of our Board, committees and management:

The following
2019 MASTERCARD PROXY41


CORPORATE GOVERNANCE

icon_boardofdir.jpg
BOARD OF DIRECTORS
Oversees major risks
•    Strategic and competitive
•    Financial
•    Brand and reputational
•    Legal and regulatory
•    Operational
•    Cybersecurity
•    CEO succession planning
icon_auditcomm.jpg
icon_hrcomm.jpg
icon_nominatingcomm.jpg
Audit CommitteeHuman Resources & Compensation CommitteeNominating & Corporate Governance Committee
Primary risk oversightPrimary risk oversightPrimary risk oversight
•    Financial statement integrity and reporting
•    Major financial and other business risk exposures
•    Information security, technology, and privacy and data protection
•    Risk management framework
•    Legal, regulatory and compliance
•    Internal controls
•    Employee compensation policies and practices
•    Non-executive director compensation policies and practices
•    Succession planning
•    Governance structure and processes
•    Legal and policy matters with potential significant reputational impact
•    Stockholder concerns (including sustainability and diversity)
MANAGEMENT
Key risk responsibilities
Business unitsCentral functionsInternal audit
Identify and manage business risks
Design risk framework, including setting boundaries and monitoring risk appetite
•    Provides independent assurance on design and effectiveness of internal controls and governance processes

422019 MASTERCARD PROXY


CORPORATE GOVERNANCE

Following are the key processes by which the Board and its committees oversee risk:
Board 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.Mastercard. The Board also considers management’s risk analyses as it evaluates MasterCard’sMastercard’s business strategy. Throughout the year, the Board and designated committees also dedicate a portion of their regularly scheduled meetings to review and

2016 MasterCard Proxy  22

Corporate Governance • Board and Committees


discuss specific risks in detail, including through the use of hypothetical risk scenarios.scenarios and incident simulations. Strategic and operational risks are also presented to and discussed with the Board and its committees by the executive officers, the General Counsel, Chief Financial Officer (“CFO”), Chief Compliance Officer and General Auditor and other officers.Auditor.
Audit CommitteeCommittee.The Audit Committee oversees risk management policies and processes by periodically meeting with management, the General Auditor and our independent registered public accounting firm for open and candid discussions regarding risk. As set forthThe Audit Committee reviews Mastercard’s risk management framework and programs used by management in its charter, thediscussions of our risk profile and risk exposures. The Audit Committee reviews major risks facing MasterCardMastercard and at least annuallyperiodically receives a report on the status of the top risks and the steps taken to manage them. The committeeAudit Committee also meets with management of individual business units on a periodic and rotating basis to discuss current and emerging risks. The committeeAudit 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 CommitteeCommittee. Throughout the year, when establishing compensation program elements, making awards and determining final payouts for incentive compensation, the HRCC considers the relationship of MasterCard’sMastercard’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-takingrisk taking that is reasonably likely to have a material adverse effect on the company. TheWe further discuss the HRCC’s assessment of risk is further discussed below under “Executive compensation–Compensation - Compensation Discussiondiscussion and Analysis - analysis–Risk Assessment”assessment” (pg 81).
Nominating and& Corporate Governance CommitteeCommittee. The NCG oversees risks by meeting periodically throughout the year to pro-activelyproactively consider and address key governance, matters, legal and policy matters that could have a significant reputational impact on MasterCardMastercard and its public affairs and matters of concern raised by stockholders, including sustainability.business strategy, board refreshment, compensation practices, risk oversight, sustainability and diversity.
Board oversight of information security, including cybersecurity and data privacy
Given the importance of information security and privacy to our stakeholders, our Board receives an annual report from our Chief Security Officer (“CSO”) to discuss our program for managing information security risks, including cyber and data security risks. The Audit Committee also receives annual briefings on both information security and data privacy from the CSO and Chief Privacy Officer. Both the Board and the Audit Committee receive regular reports on our cyber readiness, adversary assessment and risk profile status. In addition, the Board, Audit Committee and NCG receive information about these topics as part of regular business and regulatory updates, and our directors are apprised of incident simulations and response plans, including for cyber and data breaches.
Program highlights
üWe are committed to the responsible handling of personal information, and we balance our product development activities with a commitment to transparency, fairness and non-discrimination.
üOur 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.
üWe 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.
üOur programs are informed by third-party assessments and advice regarding best practices from consultants, peer companies and advisors.
üWe continually test our systems to discover and address any potential vulnerabilities.
üWe also maintain a business continuity program and cyber insurance coverage.

2019 MASTERCARD PROXY43


CORPORATE GOVERNANCE

Code of Conduct and Supplemental Code of Ethics
We have a written Code of Conduct that applies to all of our directors, executive officers employees and directorsemployees and provides a statement of MasterCard’sMastercard’s policies and procedures for conducting business legally and ethically. In addition, MasterCardMastercard has adopted a written Supplemental Code of Ethics that applies only to the CEO, President, Chief Financial Officer,CFO, Controller and certain other senior officers. Both the Code of Conduct and the Supplemental Code of Ethics are posted on our website (http://www.mastercard.com) in the “Investor Relations” section under “Corporate Governance” and “Policies & Reports” (you can also find the Supplemental Code of Ethics under “Corporate Compliance”). They are available free of charge to any person who requests them by writing to our Corporate Secretary, MasterCard Incorporated, 2000 Purchase Street, Purchase, NY 10577, Attention: Janet McGinness.
We will promptly disclose, if required by applicable laws, any amendment to, or waiver from, a provision of theour Code of Conduct or the Supplemental Code of Ethics granted to directors or executive officers by timely posting such information on our website.
Hedging/Pledging Prohibitions and Insider Trading Policy
Where to find our Code of Conduct and Supplemental Code of Ethics
   
master3494241-npsx42x1.jpg
Go to our website at https://investor.mastercard.com/investor-relations/corporate-governance/policies-and-reports/default.aspx.
master3494241-npsx42x2.jpg
Request copies (free of charge) by writing to:
Janet McGinness
Corporate Secretary
Mastercard Incorporated
2000 Purchase Street
Purchase, NY 10577

Hedging/pledging prohibitions and insider trading policy
Our Code of Conduct includes various prohibitions against inappropriate trading activities in relation to MasterCardMastercard securities. Employees (including executive officers) and non-employee directors are not permitted to hedge their economic exposure to the MasterCardMastercard stock they own, meaning they may not engagethat engaging in, trading in or writing options; buying puts, calls or other derivative securitiessecurities; or engaging in short selling or similar types of transactions in MasterCard securities.Mastercard securities are prohibited. In addition, employees (including executive officers) and non-employee directors are not permitted to buy MasterCardMastercard securities on margin unless arrangements are made to cover any margin calls in cash. Ascash, nor are they allowed to pledge (or hypothecate) Mastercard securities as collateral for a practical matter, our Code of Conduct and anti-hedging policies prohibit employees and non-employee directors from entering into most pledging arrangements.loan.
Under our insider trading policy, directors, executive officerssenior executives (including named executive officers) and other employeesindividuals with access to material non-public information about MasterCardMastercard are prohibited from engaging in transactions in MasterCardMastercard securities during blackout periods (other than in accordance with a pre-approved Rule 10b5-1 trading plan)., and directors and senior executives are required to pre-clear any transactions in Mastercard securities.
We have a policy governing 10b5-1 plans. Under this policy, we permit all directors and employees to enter into 10b5-1 plans and require all executive officers and certain of our other senior executives to do so. All plans must have a 45-calendar day moratorium (or “cooling-off” period) between entering into a plan and the start of trading under that plan, and no plan may be longer than 12 months.

2016 MasterCard Proxy  23

Corporate Governance • Board and Committees442019 MASTERCARD PROXY


CORPORATE GOVERNANCE

Communicating with the Board
Stockholders and other interested parties may contact any or all Board members (including without limitation, our independent Chairman or the non-management directors as a group), any of its committees or any committee chairman by mailemail or electronically.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. All such correspondence can be sent by e-mail to corporate.secretary@mastercard.com or by mail to MasterCard Incorporated, Board of Directors, c/o the Office of the Corporate Secretary at 2000 Purchase Street, Purchase, New York 10577, Attention: Janet McGinness.
The Corporate Secretary or another member of our Law Department opens all communications for the sole purpose of determiningto determine whether the contents represent a message to the directors. All correspondence that is not in the nature of advertising promotionsor 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, suchthe communication will be forwarded, depending on the subject matter, to the chairman of the Audit Committee Chairman, the HRCC Chairman or the NCG as appropriate.Chairman.
Correspondence can be sent:
By email:
master3494241-npsx42x1.jpg
corporate.secretary@mastercard.com
By mail:
master3494241-npsx42x2.jpg
Mastercard Incorporated
Board of Directors
Office of the Corporate Secretary
2000 Purchase Street
Purchase, NY 10577
Attention: Janet McGinness
The Corporate Secretary will forward to the Audit Committee Chairman any correspondence that reflects a complaint or concern involving:
accounting, internal accounting controls and auditing matters
possible violations of, or non-compliance with, applicable legal and regulatory requirements
possible violations of MasterCard’sMastercard’s Supplemental Code of Ethics for the CEO and senior officers or
retaliatory acts against anyone who makes such a complaint or assists in the investigation of such a complaint.complaint
Stockholders, employees and others also may also 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’sMastercard’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 Procedures.Policy. Our Chief Compliance Officer is responsible for keeping a docket of all reports received under the Whistleblower ProceduresPolicy 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 chairmanChairman (and, if the chairmanChairman so directs, to the committee) at or in advance of each regularly scheduled meeting. TheYou can find our Whistleblower Procedures can be found on our website (http://www.mastercard.com)Policy in the “Investor Relations” section under “Corporate Governance”, “Policies and Reports” and finally, “Corporate Compliance”.

of our website at https://s2.q4cdn.com/242125233/files/doc_downloads/corporate_compliance/2017/Whistleblower-Policy.pdf.
2016 MasterCard Proxy  24


Related Party Transactions2019 MASTERCARD PROXY45


CORPORATE GOVERNANCE

DIRECTOR INDEPENDENCE AND RELATED PARTY TRANSACTIONS
Director independence and related party transactions
Director Independence
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 (http:at https://www.mastercard.com) in the “Investor Relations” section under “Corporate Governance”.investor.mastercard.com/investor-relations/corporate-governance/governance-guidelines/default.aspx.
No director or director nominee will be considered “independent”independent unless the Board affirmatively determines that such individual has (or would have) no material relationship with MasterCardMastercard (either directly or as a partner, stockholder or officer of an organization that has a relationship with MasterCard)Mastercard) other than as a Board or committee member. Additional requirements apply to Audit Committee and HRCC members. When making “independence”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.Mastercard. When assessing the materiality of a director’s relationship with MasterCard,Mastercard, the Board considers the issue not merely from the standpoint of the director or director nominee but also from that of persons or organizations with which such individual has an affiliation. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships (among others). In addition, the Board applies the independence guidelines set forth in our Corporate Governance Guidelines, which generally track the independence standards set by the NYSE.
In the course of its determination regarding the independence of each current non-management director and director nominee, the Board considered any transactions, relationships and arrangements as required by the NYSE Listed Company Manual and under the independence requirements adopted by the Board.
In particular, the Board examined the following relationship during the past three years between MasterCard and a company with which it has or had a business relationship and where one of our director nominees is currently an executive officer:
Director NameCompanyRoleNature of Services and Payments
Oki MatsumotoMonex Group, Inc.Managing Director, Chairman and CEOPaid MasterCard for Advisors consulting services in each of 2013 and 2014 for an aggregate amount of approximately $130,000 - no subsequent services have been provided
In this case, sales to and/or purchases from this entity amounted to less than the greater of $1 million or 2% of either MasterCard’s or that company’s consolidated gross revenues.
Based on its review of all of the relevant facts, the Board affirmatively determined that noneeach of our current directors orand director nominees other than Mr. Banga, have a material relationship with us. Therefore:

The Board has determined that each of our directors and director nominees, other than Mr. Banga, qualifies as anis independent director under NYSE listing standards and our
Corporate Governance Guidelines

2016 MasterCard Proxy  25

Related Party Transactions

Additional Board Service Requirements
Our certificate of incorporation, by-laws and Corporate Governance Guidelines, provide additional requirementsexcept for service as a Board member, as well as limited membership for “Industry Directors” (as described below)Mr. Banga (our President and officers or employees of MasterCard or any of its subsidiaries (“management directors”)CEO).
ProvisionDescription

Requirements for Service
With the exception of a limited number of “Industry Directors”, a director cannot, 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 of their affiliates) 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 The 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 to not be Industry Directors (directors with the types of relationships described above).
The number of non-Industry Directors and non-management directors combined always needs to be at least two greater than the combined number of Industry Directors and management directors.
Up to one-third of the members of each of the Audit Committee, HRCC and NCG may be Industry Directors.
 No more than one Industry Director may serve on the NCG.
The Board has deemed Messrs. Tai and Genachowski to be Industry Directors.
QuorumA majority of the directors in office, provided that a majority of the directors present are neither Industry Directors nor management directors.
VacanciesTo be filled only by a majority of the directors then in office who are not Industry Directors.
NominationsIndustry Directors cannot participate in nominating or selecting directors.

2016 MasterCard Proxy  26

Related Party Transactions

Certain Relationshipsrelationships and Related Party Transactions
related party transactions
Board Approvalapproval of Related Party Transactionsrelated party transactions
The Code of Conduct requires that any transaction that exceeds $120,000 between MasterCardMastercard and a related party, or in which a related party would have a direct or indirect material interest, be promptly disclosed to the General Counsel. The General Counsel is required to disclose such transactions promptly to the Board of Directors.Board. Transactions with related parties must be approved or ratified by the Board or a committee of the Board consisting of at least three disinterested directors. Any director having an interest in the transaction is not permitted to vote on such transaction. Under the Code of Conduct, a “related party”related party is any of the following:
an executive officer of MasterCardMastercard
a director (or director nominee) of MasterCard
an immediate family member of any executive officer or director (or director nominee)Mastercard
a beneficial owner of 5% or more of any class of MasterCard’sMastercard’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.entity
Related Party Transactionsparty transactions
Jordan Agee, an employee of MasterCard, isThere are no related-party transactions required to be reported under the son-in law of Robert Reeg, an executive officer of MasterCard.  In 2015, Mr. Agee earned $136,358 in base salary and bonus. He also 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.  Mr. Agee was not hired by, nor does he report to, Mr. Reeg, and they are located in different geographic locations.applicable SEC rules.




2016 MasterCard Proxy  27

462019 MASTERCARD PROXY


CORPORATE GOVERNANCE

Additional board service requirements
Our certificate of incorporation, by-laws and Corporate Governance Guidelines provide additional requirements for service as a Board member, as well as limited membership for “Industry Directors” (as described below) and officers or employees of Mastercard or any of its subsidiaries (“management directors”).
ProvisionDescription
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 Compensationmay serve on the NCG.
•    The Board has deemed Messrs. Freiberg and Tai to be Industry Directors.
QuorumA majority of the directors in office, provided that a majority of the directors present are neither Industry Directors nor management directors, constitutes a quorum.
VacanciesVacancies are to be filled only by a vote of the majority of the directors then in office who are not Industry Directors.
NominationsIndustry Directors cannot participate in nominating or selecting directors.

DIRECTOR COMPENSATION
MasterCard
2019 MASTERCARD PROXY47


CORPORATE GOVERNANCE

Director compensation
Mastercard uses a combination of cash and stock-based compensation to attract and retain qualified individuals to serve on our Board. The company sets compensation for non-employee directors competitively and in light of the time commitment and prior experience levels expected of directors. Using information on public companyEach year, the HRCC’s independent consultant, FW Cook, performs a review of Mastercard’s director compensation provided by the independent compensation consultant, thelevels 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.
Cash and Equity Compensation
MasterCard compensates its non-employee directors as follows:
Non-Employee Directors’ Annual Retainer 1,2,3
RoleCash Compensation
Equity Compensation4
Chairman of the Board
$180,0005
$265,000
Other Non-Employee Directors$100,000$185,000
 
Committee Members’ Cash Annual Retainer2, 3
RoleAuditCompensationNominating
Committee Chairman$25,000$20,000$20,000
Other Committee Members$15,000$10,000$10,000
1 Customary expensesAs an employee director of the company, Mr. Banga receives no such compensation for attending Board and committee meetings are reimbursed. The annual retainer and any committee retainer fees are prorated for partial yearservice on our Board or committee service.any of its committees.
2 2018 director compensation
In June 2018, the Board approved certain changes to director compensation proposed by the HRCC that were developed in consultation with the HRCC’s independent consultant and became effective July 1, 2018. The following table describes the components of 2018 director compensation:
Annual compensation for Board service
Role Cash Equity
Non-employee directors $100,000 $195,000
Chairman of the Board $180,000 $275,000
     
Additional compensation for committee service
Committee Chair Member
Audit $30,000 $15,000
HRCC $25,000 $10,000
NCG $20,000 $10,000
Cash compensation is paid in advance in January for the first half of the year and in arrears in December for the second half of the year.
3 Non-employee Directors, including The annual retainer and any committee retainer fees are prorated for partial year Board or committee service. Under the Chairman of the Board,Mastercard Incorporated Deferral Plan, non-employee directors are eligible to defer all or part of their cash compensation into a non-qualified deferred compensation arrangement. Directors who elect to defer cash compensation receive earnings on their deferrals based on investment elections. None of the investment options provideprovides returns considered to be above-market or preferential.
4 Annual stock grants are immediately vested and in the form of restricted stock or deferred stock units (DSUs)(“DSU”) under MasterCard’sMastercard’s Amended and Restated 2006 Non-Employee Director Equity Compensation Plan. Each Directordirector selects the form of theirhis or her award during an annual election process.
5 Effective June 9, 2015,Non-employee directors are eligible to have Mastercard make matching gift contributions of up to $15,000 annually to eligible charities in the amountname of the Chairman’s annual cash retainer was increased from $150,000.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
482019 MASTERCARD PROXY


CORPORATE GOVERNANCE

2018 total director compensation
The following table summarizes the total compensation earned in 2018 by each of our current non-employee directors:
Name 
Fees earned or paid in cash 
($)
 
Stock
awards 
($) 1,2
 
All other
compensation  
($) 3
 
Total 
($)
(a) (b) (c) (d) (e)
Richard Haythornthwaite, Chairman of the Board 205,000 275,044 10,256 490,300
Silvio Barzi 125,000 195,085 7,864 327,949
David R. Carlucci 125,000 195,085 15,000 335,085
Richard K. Davis 64,166 195,085  259,251
Steven J. Freiberg 137,500 195,085 15,000 347,585
Julius Genachowski 110,000 195,085 9,700 314,785
Choon Phong Goh 82,500 241,386  323,886
Merit E. Janow 120,000 195,085 13,500 328,585
Nancy Karch 120,000 195,084 12,492 327,576
Oki Matsumoto 110,000 195,085  305,085
Rima Qureshi 115,000 195,085  310,085
José Octavio Reyes Lagunes 122,500 195,085  317,585
Gabrielle Sulzberger 9,166 113,954 15,000 138,120
Jackson Tai 125,000 195,085 15,000 335,085
1
Effective July 1, 2018, the annual equity retainer for Board service was increased by $10,000.
2
Amount represents the aggregate grant date fair value in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 excluding the effects of estimated forfeitures in connection with all stock awards granted to Board members in 2018. The share price used for converting the grant made on June 26, 2018, the date of the 2018 annual meeting of stockholders, was the closing price of our common stock on the NYSE on that date ($196.46 per share). Mr. Haythornthwaite’s award represents 1,400 shares of restricted stock, Mr. Reyes’ award represents 993 shares of restricted stock, and Mr. Goh’s award represents a partial year award of 265 DSUs granted upon appointment to the Board and an annual award of 993 DSUs. Ms. Sulzberger’s award includes a partial year award of 543 DSUs granted upon appointment to the Board. Awards to all the other Board members represent 993 DSUs per director. All stock awards, including restricted stock, are subject to a minimum four-year transfer restriction.
3
Amount represents company-paid charitable matching contributions.

2019 MASTERCARD PROXY49


CORPORATE GOVERNANCE

The following table further describes the fees paid in cash to each non-employee director for 2018, as shown in column (b) of the above table:
Name 
Annual retainer 
($)
 
Audit committee retainer 
($)
 
HRCC retainer 
($)
 
NCG committee
retainer 
($)
 
Fees earned or paid in cash 
($)
Richard Haythornthwaite, Chairman of the Board 180,000 15,000  10,000 205,000
Silvio Barzi 100,000 15,000 10,000  125,000
David R. Carlucci 100,000 15,000  10,000 125,000
Richard K. Davis 58,333  5,833  64,166
Steven J. Freiberg1
 100,000 27,500 10,000  137,500
Julius Genachowski 100,000  10,000  110,000
Choon Phong Goh 75,000   7,500 82,500
Merit E. Janow 100,000  10,000 10,000 120,000
Nancy Karch 100,000   20,000 120,000
Oki Matsumoto 100,000  10,000  110,000
Rima Qureshi 100,000 15,000   115,000
José Octavio Reyes Lagunes1
 100,000  22,500  122,500
Gabrielle Sulzberger 8,333   833 9,166
Jackson Tai 100,000 15,000  10,000 125,000
1
Effective July 1, 2018 the Audit Committee Chair retainer was increased from $25,000 to $30,000, and the HRCC Committee Chair retainer was increased from $20,000 to $25,000.
Director stock ownership guidelines
Each non-employee director is expected, within six years of joining the Board, to accumulate an ownership position in Class A commonour stock equal to five times the applicable annual cash retainer.
All current non-employee directors (except Mr. Genachowski and Professor Janow, who have not yet reached their guideline compliance date) have holdings that exceed the guidelines’ recommended ownership level.level except for Mr. Goh and Ms. Sulzberger, who have not yet reached their respective guideline compliance dates.


2016 MasterCard Proxy  28

Director Compensation502019 MASTERCARD PROXY


Total Director Compensation in 2015CULTURE AND SUSTAINABILITY

 
The following table summarizes the total compensation earned in 2015 by each of our non-employee directors.
Name
Fees Earned  
or Paid in
Cash ($)
Stock
Awards
($)1
All Other
Compensation  
($)2
Total
($)
(a)(b)(c)(d)(e)
Richard Haythornthwaite177,500265,0355,000447,535
Silvio Barzi125,000185,0091,084311,093
David R. Carlucci110,000185,0095,000300,009
Steven J. Freiberg135,000185,0095,000325,009
Julius Genachowski110,000185,0095,000300,009
Merit E. Janow110,000185,0095,000300,009
Nancy J. Karch127,500185,0095,000317,509
José Octavio Reyes Lagunes125,000185,009310,009
Marc Olivié125,000185,0095,000315,009
Rima Qureshi120,000185,009305,009
Jackson Tai125,000185,0095,000315,009
Edward Suning Tian110,000185,009295,009
1 Represents the aggregate grant date fair value in accordance with GAAP in connection with all stock awards granted to Board members in 2015. The share price used for converting the grant made on June 9, 2015, the date of the 2015 annual meeting of stockholders, was the closing price of our common stock on the NYSE on that date ($92.09 per share). Mr. Haythornthwaite’s award represents 2,878 shares of restricted stock, Mr. Olivié’s award represents 2,009 shares of restricted stock and the awards to all other Board members represent 2,009 DSUs per director.
2 Represents company-paid charitable matching contributions. Non-employee directors are eligible to have MasterCard make matching gift contributions of up to $5,000 annually in the name of the director to eligible charities.
The following table summarizes the fees paid in cash to each non-employee director for 2015, as shown in column (b) of the above table.
NameAnnual Retainer ($)Audit Committee Retainer ($)HRCC Retainer ($)
Nominating
Committee Retainer ($)
Fees Earned or Paid in Cash ($)
Richard Haythornthwaite1
167,50010,000177,500
Silvio Barzi100,00015,00010,000125,000
David R. Carlucci100,00010,000110,000
Steven J. Freiberg100,00025,00010,000135,000
Julius Genachowski100,00010,000110,000
Merit E. Janow100,00010,000110,000
Nancy J. Karch2
100,0007,50020,000127,500
José Octavio Reyes Lagunes2
100,00020,0005,000125,000
Marc Olivié100,00015,00010,000125,000
Rima Qureshi2
100,00015,0005,000120,000
Jackson Tai100,00015,00010,000125,000
Edward Suning Tian100,00010,000110,000
1 Mr. Haythornthwaite’s annual retainer amount paid in 2015 reflects an increase from $150,000 to $180,000 effective June 9, 2015.
2 Some committee retainers reflect a proration due to change in committee membership during 2015.

Culture and sustainability
03

2016 MasterCard Proxy “Decency is about bringing your heart and your mind to work – every single day. It’s about being someone people can believe and trust because they know your hand is always at their back, supporting them.” – Ajay Banga 29



Sustainability

SUSTAINABILITY

We are committed to supporting a sustainable future through our business practices.
Social Sustainability
2019 MASTERCARD PROXY

Most significantly, we work to advance equitable and sustainable economic growth and financial inclusion around the world.  As an integral part of our business objectives, we strive to work with others to connect the underbanked and unbanked to formal financial services.  We believe that enabling vulnerable and marginalized communities to access these services is both the “right thing to do” and vital to the future of a vibrant modern economy. Our work on these efforts across the organization include incubating innovative ideas, scaling proven solutions and leveraging our processes or network. Our achievements in this area includes the following highlights:

Through the MasterCard Center for Inclusive Growth, which is an independent subsidiary of MasterCard, we combine data, expertise, technology and philanthropic investments to empower those working on the front lines of inclusive growth. 

We help design inclusive financial services solutions and infrastructures that aid the underserved and provide support for financial ecosystems that will meet the needs of a diverse set of consumers, notably the unbanked. 

We created the MasterCard Labs for Financial Inclusion with the support of the Bill and Melinda Gates Foundation, which seeks to impact more than 100 million people by bringing together our innovation and global financial inclusion capabilities with local expertise and insight. 

We actively support the UN’s Sustainable Development Goals and we have over 500 programs in more than 50 countries that are designed to reach the financially excluded. 

In addition to these efforts, we aim to have an enduring impact on the communities in which we live and work through other corporate philanthropy and employee volunteerism. 
Environmental Sustainability
In addition to our important social contributions, we understand the importance of addressing environmental sustainability and have made meaningful efforts to responsibly manage our overall environmental footprint over the course of several years, focusing specifically on energy conservation, recycling and pollution control. While we continue to explore the use of alternative energy sources, we have already undertaken a variety of environmental sustainability and protection initiatives, including:

Attaining LEED certification on all of our owned buildings

Attaining a LEED Platinum designation and an ENERGYSTAR score of 96 for our main data center in St. Louis, placing it in the top fourth percentile of energy efficient buildings

Using exclusively hydroelectric power at our European headquarters

Relocating or reconfiguring our offices to next-generation buildings or practices, with the aim of reducing energy usage and greenhouse gas emissions in our office locations

Recycling or reducing 75% of waste generated in our owned facilities through various programs and initiatives

Achieving 720,000 kW-hrs of energy savings through the implementation of energy efficiency projects

Using LED lighting at our owned facilities, which reduces energy consumption, and


2016 MasterCard Proxy  30
51


Sustainability
CULTURE AND SUSTAINABILITY

EncouragingCulture of decency
Our success is driven by the useskills, experience, integrity and mindset of green transportationthe talent we hire. We attract and retain top talent from diverse backgrounds and industries by building a world-class culture based on decency, respect and inclusion in which people have opportunities to do purpose-driven work that impacts customers, communities and co-workers on a global scale. The diversity and skill sets of our people underpin everything we do. This is how we define and drive the culture of decency that makes Mastercard a place where the best people want to work:
Our decency quotient:Decencyserves as the foundation for the kinds of relationships and respect that drive innovation, urgency, and enterprise-wide thinking and behaviors. Our decency quotient also informs how we regard our employees, through bicycle allowances, car charging stationshow we are able to continuallyevolve and shuttle bus servicesinnovate our people practices and solutions, and how we develop and cultivate leaders at certain locations.all levels of the company. It also guides our strong support for volunteerism – both as part of the company and as individuals. It includes:

Care personally and challenge directly.We challenge perspectives, not people, respectfully and directly to help achieve the best outcomes.
Additionally,
Help others be great.Each of us has the power to make our colleagues shine and be better, which benefits all of us.
Embrace a “win as one team” mindset.Leadership and culture require a team effort, where people of diverse backgrounds and
experiences work together, complement each other, function as a team and win together.
Our inclusive mindset:Our mindset of inclusion is built on the belief that diversity is critical, but that is not enough. We must embrace and activate our diversity. Diversity sparks innovation, but inclusion drives it. As such, we partner with customersstrive to develop productsa deep understanding of the current and servicestraditional barriers to diverse representation of people at all levels of the company and continue to put into motion programs and support systems to overcome those barriers:
Build and support diverse teams:When you surround yourself with people who don’t look like you, don’t walk like you, don’t talk like you, don’t have the same experiences as you, that’s when new ideas are sparked and innovation happens. This includes the vendors we use and the partners with whom we work.
Foster inclusion as a leadership skill set:There are many facets of leadership that help businessesone must master – learning how to build, grow, and consumers reduce their impact onkeep a diverse and inclusive team is one of them.
Support diverse and inclusive dialogues:This includes hosting an annual Global Inclusion Summit, a gathering of more than 150 inclusion champions across the environment. For example:
We partner with merchants, governments and other organizations to save paper by replacing checks and other paper-based payment mediums with MasterCard products, and

We work with several banks to provide environmentally conscious payment products.
Strategy

We work cross-functionally across our organization, to set our current sustainability approach. While we feel we have a good foundation, we have recently engaged a consultant to assist us in creating a more comprehensive approach to help us articulate a sustainability strategy and related performance in a more unified, comprehensive manner.
We believe that our current approach of putting a broader sustainability strategy in place is a prudent course of action, and will provide us with the tools necessary to structure and adapt our sustainability goals and plans - including with respect to the environment - in response to ever-changing circumstances. We expect that having a comprehensive strategy will also facilitate more transparent reporting of our efforts.
Public Disclosure of Our Sustainability Initiatives

We currently disclose information regarding the initiatives comprising our program in the “Sustainability at MasterCard” section of our website in the “About MasterCard” section under “Being a Responsible Company”. The website outlines the actions discussed above as well as others that demonstrateworking with our commitment to sustainability. We expect to expand the type of information available on the websiteGlobal Diversity & Inclusion Council and to allow the website to become an even more transparent report of our goals and performance. We also respond annually to various sustainability questionnaires from the Carbon Disclosure Project and other organizations for the purpose of reporting our sustainability efforts.

2016 MasterCard Proxy  31Business Resource Groups.

Management

MANAGEMENT
EXECUTIVE OFFICERS

Below is biographical informationWe’ve received recognition for eachour culture of our current executive officers, other than Mr. Banga (included above under “Proposal 1: Election of Directors”). Each executive officer serves at the discretion of the CEO and the Board.

decency, including these awards:
awardbloomberg.jpg
 
logodeicolor.jpg
logodiversityinccolor.jpg
wme2019color.jpg
Bloomberg Gender Equality IndexDisability Equality IndexDiversityInc’s Top 50 ListWorld’s Most Ethical Companies
2019, 2018 and 20172018 Best Place to Work for Disability Inclusion#4 in 2018 and #7 in both 2017 & 2016
2019, 2018, 2017 and 2016


522019 MASTERCARD PROXY


CULTURE AND SUSTAINABILITY

Sustainability
In 2018, Mastercard published its first annual Sustainability Report. Mastercard is committed to being a force for good in the world. Sustainability is part and parcel of our business strategy. It is based on the fundamental conclusion that we do well by doing good. Being a force for good and being a
purpose-driven business are part of what helps us do well as a company. Ithelps us attract top talent, grow our base of customers, serve as a problem-solving partner to governments, and create brand affinity with consumers and businesses globally.

Our Sustainability Report describes our sustainability efforts in four key areas:
master3494241-npsx50x1.jpg
master3494241-npsx50x2.jpg
master3494241-npsx50x3.jpg
master3494241-npsx50x4.jpg
INCLUSIVE
GROWTH
INSPIRED
WORKFORCE
ETHICAL &
RESPONSIBLE STANDARDS
ENVIRONMENTAL
STEWARDSHIP
Creating a more inclusive world through our products, programs and partnerships.
We combine expertise, data, technology and philanthropic investments to empower those working on the front lines of inclusive growth. We bring together businesses, governments, academic institutions and non-governmental organizations to create new models of collaboration that ignite inclusive growth.
Building a world-class culture of high-performing employees who innovate using their hearts and minds.
At Mastercard, our industry expertise is enhanced by the diverse insights from our global workforce, which is at the core of our diversity and inclusion strategy. Our dedication to cultivating an environment for all employees that respects their individual strengths, views and experiences drives a global and collaborative culture of inclusion.
Acting responsibly and with integrity guided by the highest standards of ethical behavior.
Ethics and compliance are embedded in our core values, and we take a proactive approach to conducting business in a trusted and transparent way. Mastercard fosters sound governance through an independent board structure and robust risk and compliance programs.
Responsibly managing our environmental footprint and creating environmentally conscious solutions.
We understand the importance of addressing environmental sustainability and have undertaken a variety of environmental sustainability and protection initiatives regarding greenhouse gas emissions, real estate, energy, landfill diversion and transportation, as well as products and services.
We invite you to visit our website (www.mastercard.com) to read our Sustainability Report at http://sustainability.mastercard.com/mastercard-corporate-sustainability-report-2017/p/1 to learn more about our commitments to a World Beyond Cash® and to being a force for good. Mastercard’s commitment to conducting business in a sustainable way has been recognized around the world. A comprehensive list of key awards and acknowledgments we’ve received may be found in our Sustainability Report.


2019 MASTERCARD PROXY53


MANAGEMENT COMMITTEE

Management Committee
04Our Management Committee presents strategic plans to the Board for review and implements the company’s strategic direction. The Management Committee consists of our executive officers and additional members of management.

542019 MASTERCARD PROXY


MANAGEMENT COMMITTEE

Management Committee members
NameTitle
Ajay BangaPresident and Chief Executive Officer
James AndersonExecutive Vice President, Commercial Products
Ajay BhallaPresident, Cyber & Intelligence Solutions
Ann CairnsVice Chairman
Gilberto CaldartPresident, International
Dimitrios DosisPresident, Advisors Consulting & Information Services
Carlo EnricoPresident, Latin America and Caribbean
Michael FraccaroChief Human Resources Officer
Michael FromanVice Chairman and President, Strategic Growth
Francis HondalPresident, Loyalty, Managed Services and Labs as a Service, Data and Services
Linda KirkpatrickExecutive Vice President, Merchants and Acceptance, U.S.
Jorn LambertExecutive Vice President, Digital Solutions
Hai LingCo-President, Asia Pacific
Raghu MalhotraPresident, Middle East and Africa
Edward McLaughlinPresident, Operations and Technology
NameTitle
Sachin MehraChief Financial Officer
Carlos MenendezPresident, Enterprise Partnerships
Michael MiebachChief Product Officer
Tim MurphyGeneral Counsel
Javier PerezPresident, Europe
Jennifer RademakerExecutive Vice President, Customer Delivery
Raja RajamannarChief Marketing & Communications Officer and President, Healthcare
Blake RosenthalExecutive Vice President, Acceptance Solutions
Ari SarkerCo-President, Asia Pacific
Andrea ScerchPresident, Consumer Products and Processing
Raj SeshadriPresident, U.S. Issuers
Kevin StantonChief Services Officer
Paul StoddartPresident, New Payments Platforms
Craig VosburgPresident, North America

2019 MASTERCARD PROXY55


MANAGEMENT COMMITTEE

Executive officers (other than Mr. Banga, whose biographical information is included under Proposal 1: Election of Directors)
Ajay Bhalla
President, Cyber and Intelligence Solutions
(since November 2018)
Mr. Bhalla leads the team that develops product solutions that enhance safety, security and experience for consumers, merchants, partners and governments around the world. He oversees Mastercard’s business in the areas of artificial intelligence, biometrics, connected intelligence, cybersecurity and digital identity.
Age at Annual Meeting
53
Additional positions
•    CEME Senior Fellow, The Fletcher School, Tufts University
•    Connection Science Fellow, Massachusetts Institute of Technology
Previous Mastercard business experience
•    President, Enterprise Security Solutions (2014–October 2018)
•    President, Digital Gateway Services (2011–2013)
•    President South Asia and Southeast Asia (2008–2011)
•    President, South Asia and Southeast Asia (2008–2011)
•    President, Southeast Asia (2002-2007)
•    Country Manager, Singapore and Head of Marketing, Southeast Asia (1997–2002)
•    Vice President (1993–1997)
Previous business experience
•    Various leadership positions at HSBC and Xerox Corporation (1988–1993)
officerabhalla.jpg
Ann Cairns
Vice Chairman (since June 2018)
Ms. Cairns represents Mastercard around the world, focusing on inclusion, diversity and innovation.
Age at Annual Meeting
62
Current public company boards
•    Intercontinental Exchange, Inc. (ICE) (risk committee) (through May 2019)
Additional positions
•    Director, Board of Global Banking Alliance for Women
•    Chair, ICE Clear Europe
Previous Mastercard business experience
•    President, International Markets (since August 2011)(August 2011-May 2018)
Previous business experience
Ms. Cairns is responsible for the management of all of MasterCard’s markets and customer-related activities outside the United States and Canada.
PREVIOUS BUSINESS EXPERIENCE
Ÿ •    Managing director, and head of the financial industry services group, Europe, Alvarez & Marsal London, (led the European team managing the estate of Lehman Brothers Holdings International through the Chapter 11 process) (2008-2011)process in Europe) (2002-2008)
Ÿ •    CEO, transactionABN AMRO
•    Senior corporate and investment banking and executive committee member, ABN-AMRO, London (2002-2008)
Ÿ Prior positions include senior operational roles at Citigroup including chief operating officer, e-Business, U.S., European
•    Research scientist and Japanese operationsengineer for British Gas
CURRENT PUBLIC COMPANY BOARDSPast public company board
Ÿ •    AstraZeneca PLC a biopharmaceutical company (audit committee)
 
 
officeracairns.jpg
 
 
 


56
Gary J. Flood
President, Global Products and Solutions (since November 2007)
Mr. Flood is responsible for the development of innovative products and services that benefit consumers, issuers, merchants, business partners and governments around the world. He has responsibility for enterprise security solutions, processing, digital payments, MasterCard Labs, core products, MasterCard Advisors and worldwide marketing and communications.
PREVIOUS2019 MASTERCARD BUSINESS EXPERIENCE
Ÿ Executive Vice President of Global Account Management (1997-2007)
Ÿ Senior Vice President of Consumer Card Product Management and Development (1993-1996)
Ÿ Various increasingly senior positions in the customer management and product management and development areas (since 1986)

PREVIOUS BUSINESS EXPERIENCE
Ÿ National sales manager for Citicorp’s merchant business

PROXY


MANAGEMENT COMMITTEE

Gilberto Caldart
President, International (since June 2018)
Mr. Caldart is responsible for the management of all markets and customer-related activities outside of North America and Canada.
2016 MasterCard Proxy Age at Annual Meeting
 3260
Additional positions
•    Director, Junior Achievement Americas
Previous Mastercard business experience
•    President, Latin America and Caribbean region (August 2013-June 2018)
•    Division President South Latin America/Brazil (November 2008-July 2013)
Previous business experience
•    Various leadership positions at Citigroup, including Country Business Manager, Brazil (January 2002-September 2008)
caldart.jpg

Michael Fraccaro
Chief Human Resources Officer (since July 2016)
Mr. Fraccaro is responsible for all human resources functions globally.
Age at Annual Meeting
53
Previous Mastercard business experience
•    Executive Vice President, Human Resources, Global Products and Solutions (July 2014-July 2016)
•    Senior Vice President, Human Resources, Global Products and Solutions (November 2012-June 2014)
Previous business experience
•    Various executive-level human resources positions at HSBC Group, Hong Kong, a banking and financial services firm (2000-2012)
•    Prior senior human resources positions in banking and financial services in Australia and the Middle East
fraccaro.jpg

Management2019 MASTERCARD PROXY57


MANAGEMENT COMMITTEE

Michael Froman
Vice Chairman and President, Strategic Growth
(since April 2018)
Mr. Froman directs Mastercard’s approach to working with governments, foundations, humanitarian and non-governmental organizations, and other enterprises to create and scale solutions globally. He and his team drive financial inclusion and inclusive growth efforts and work to develop new businesses key to our strategic growth. Mr. Froman oversees the Mastercard Center for Inclusive Growth.
Age at Annual Meeting
56
Current public company boards
•    The Walt Disney Company (audit committee chair)
Additional positions
•    Distinguished Fellow, Council on Foreign Relations
Previous business experience
•    U.S. Trade Representative in the Executive Office of President Obama (June 2013-January 2017)
 
Ronald E. Garrow•    Assistant to the President and Deputy National Security Advisor for International Economic Policy (January 2009-May 2013)
Chief Human Resources Officer (since April 2013)
Mr. Garrow is responsible for all Human Resource functions globally.
PREVIOUS MASTERCARD BUSINESS EXPERIENCE
Ÿ Executive Vice President, Global Human Resources Plans and Programs (November 2011-March 2013)
Ÿ Group Head, Global Talent Acquisition, Management and Development (March 2010-October 2011)
PREVIOUS BUSINESS EXPERIENCE
Ÿ •    Various executive positions at BankCitigroup (December 1999-January 2009), including CEO, CitiInsurance and COO of America, including human resources executive for the chief financial officer group and chief learning officer
Ÿ Various positions of increasing responsibility at Wachovia Bank, including chief learning officer
ADDITIONAL POSITIONS
Ÿ Member, board of directors, Gray Stone Day School
Ÿ Vice Chairman of the Board, Network for Teaching Entrepreneurship (NFTE)Citigroup’s alternative investments business
 
 
froman.jpg
 
 
 

Martina Hund-Mejean
Former Chief Financial Officer (November 2007-March 2019)*



Age at Annual Meeting
59
Current public company boards
•    Prudential Financial, Inc. (audit committee)
Additional positions
•    Member, board of trustees, The University of Virginia Darden School Foundation (co-chair, compensation committee)
Previous Mastercard business experience
•    Chief Financial Officer (November 2007 – March 2019)
 
Martina Hund-MejeanPrevious business experience
Chief Financial Officer (since November 2007)
Ms. Hund-Mejean is responsible for MasterCard’s corporate controller, tax, internal audit, investor relations, strategy, mergers•    Senior Vice President and acquisitions, financial planning and analysis, treasury, risk management, global supply chain, business unit finance and regional finance functions.
PREVIOUS BUSINESS EXPERIENCE
Ÿ Senior vice president and treasurer,Treasurer, Tyco International LtdLtd. (December 2002-November 2007)
Ÿ •    Senior vice presidentVice President and treasurer,Treasurer, Lucent Technologies Inc. (2000-2002)(2000 – 2002)
Ÿ •    Various finance positions of increasing responsibility, General Motors Corporation, in the U.S. and U.K., including Assistant Treasurer (1998-2000)
Ÿ •    Credit analyst, Dow Chemical, Frankfurt, Germany
ADDITIONAL POSITIONS
Ÿ Member, board of trustees, The University of Virginia Darden School Foundation
CURRENT PUBLIC COMPANY BOARDS
Ÿ Prudential Financial, Inc. (audit committee)
 
 
officermhundmejean.jpg
*    Ceased to be an executive officer as of March 31, 2019

582019 MASTERCARD PROXY


MANAGEMENT COMMITTEE

Edward McLaughlin
President, Operations and Technology (since May 2017)
Mr. McLaughlin oversees all of Mastercard’s technology functions, including the global network, processing platforms, global technology hubs, information security and technology operations.
2016 MasterCard Proxy Age at Annual Meeting
 3353
Previous Mastercard business experience
•    Chief Information Officer (January 2016-May 2017)
•    Chief Emerging Payments Officer (August 2010-December 2015)
•    Chief Franchise Development Officer (June 2009-August 2010)
•    Senior Vice President, Bill Payment and Healthcare (October 2005-June 2009)
Previous business experience
•    Group Vice President, Product and Strategy, Metavante Corporation (financial services technology company) (2002-2005)
•    Co-Founder and CEO, Paytrust, Inc. (online payments company acquired by Metavante Corporation in 2002) (1998-2002)
officeremclaughlin.jpg

Sachin Mehra
Chief Financial Officer (since April 2019)
Mr. Mehra is responsible for Mastercard’s corporate controller, tax, investor relations, mergers and acquisitions, financial planning and analysis, treasury, risk management, global supply chain, business unit finance and regional finance functions.
Age at Annual Meeting
48
Previous Mastercard business experience
•    Chief Financial Operations Officer (April 2018-March 2019)
•    Executive Vice President, Commercial Products (October 2015-March 2018)
•    Executive Vice President and Business Financial Officer, North America (March 2013- September 2015)
•    Corporate Treasurer (June 2010- February 2013)
Previous business experience
•    Vice President and Treasurer, Hess Corporation (2008-2010)
•    Vice President and Deputy Treasurer, Hess Corporation (2007-2008)
•    Various treasury and finance positions of increasing responsibility, General Motors Corporation and GMAC (1996-2007)
officersmehra.jpg

Management2019 MASTERCARD PROXY59


MANAGEMENT COMMITTEE

Michael Miebach
Chief Product Officer (since January 2016)
Mr. Miebach leads the products and innovation organization, including consumer credit and debit, commercial, prepaid, acceptance, real-time payment, and processing solutions in both the digital and physical worlds, as well as Mastercard Labs and processing activities.
Age at Annual Meeting
51
Additional positions
•    Director, Accion
•    Director, Ronald McDonald House New York
Previous Mastercard business experience
•    President, Middle East and Africa (June 2010-December 2015)
Previous business experience
•    Managing Director, Middle East and North Africa, Barclays Bank PLC (May 2008-January 2010)
•    Managing Director, Sub-Saharan Africa, Barclays Bank PLC (July 2007-April 2008)
    Various executive positions at Citigroup in Germany, Austria, U.K. and Turkey (1994-2007)
miebach.jpg
Tim Murphy
General Counsel (since April 2014)
Mr. Murphy is responsible for overseeing legal affairs, public policy, corporate governance and compliance. He also has responsibility for Mastercard’s franchise, corporate security, privacy and global inclusion functions.
Age at Annual Meeting
52
Additional positions
•    Chair-elect, National Urban League
•    Director, U.S.-Russia Business Council and Network for Teaching Entrepreneurship
•    Member, International Monetary Fund’s External Advisory Group on Surveillance; Council on Foreign Relations; and 2018 Policyowners’ Examining Committee, Northwestern Mutual
•    Chairman, Board of Governors, Fairfield College Preparatory School, Fairfield, Connecticut
 
Timothy MurphyPrevious Mastercard business experience
General Counsel and Chief Franchise Officer (since April 2014)
Mr. Murphy is responsible for overseeing legal affairs, public policy, corporate secretary and compliance. He also has responsibility for MasterCard’s franchise development and franchise integrity functions and its global diversity, security and privacy/information governance functions.
PREVIOUS MASTERCARD BUSINESS EXPERIENCE
Ÿ •    Chief Product Officer (February 2009-March 2014)
Ÿ •    President, U.S. Region (November 2007-January 2009)
Ÿ Group    Executive Vice President, Customer Business Planning and Analysis (April 2006-November 2007)2006-November 2007)
Ÿ •    Senior Vice President and Associate General Counsel (November 2002-March 2006)
PREVIOUS BUSINESS EXPERIENCEPrevious business experience
Ÿ •    Associate, Cleary, Gottlieb, Steen and Hamilton, New York and London
ADDITIONAL POSITIONS
Ÿ Trustee, National Urban League
Ÿ Chairman, Board of Governors, Fairfield College Preparatory School, Fairfield, CT

 
 
murphy.jpg
 
 
 



60
Robert Reeg
President, Operations & Technology (since January 2008)
Mr. Reeg oversees MasterCard’s strategic processing platform, global network and quality of technology operations and is based at MasterCard’s Operations & Technology headquarters in St. Louis, Missouri.
PREVIOUS2019 MASTERCARD BUSINESS EXPERIENCE
Ÿ Chief Technology Officer (2005-May 2008)
Ÿ Various positions of increasing seniority in MasterCard's technology group (1995-2005)
PREVIOUS BUSINESS EXPERIENCE
Ÿ Prior positions include leadership positions with Sprint Corp., Cleveland Pneumatic, Totco Inc. and Conoco Inc.
ADDITIONAL POSITIONS
Ÿ Member, leadership council, University of Missouri-St. Louis
Ÿ Member, professional degree programs academic advisory board, Washington University in St. Louis
Ÿ Member, technology committee, United Way of Greater St. Louis
Ÿ Executive committee member, Junior Achievement of Greater St. Louis, Inc.
PROXY


MANAGEMENT COMMITTEE

Raja Rajamannar
Chief Marketing and Communications Officer and President, Healthcare (since January 2016)
Mr. Rajamannar is responsible for leading the company’s marketing transformation, including the integration of the marketing and communication functions, the development of its Priceless experiential platforms, and the creation and deployment of marketing-led business models into the core of the company.
2016 MasterCard Proxy Age at Annual Meeting
 3457
Current public company boards
•    PPL Corporation (audit committee; compensation, governance and nominating committee)
Additional positions
•    Director, Bon Secours Mercy Health, New York City Ballet, Cintrifuse and ANA
Previous Mastercard business experience
•    Chief Marketing Officer (September 2013–December 2015)
Previous business experience
•    Executive Vice President–Senior Business and Chief Transformation Officer, Anthem (formerly, WellPoint, Inc.) (March 2012–January 2013)
•    Senior Vice President and Chief Innovation and Marketing Officer, Humana Inc. (April 2009-March 2012)
•    Various management positions at Citigroup (1994-2009), including Executive Vice President and Chief Marketing Officer–Citi Global Cards (January 2008-April 2009)
officerrajamannar.jpg

Kevin Stanton
Chief Services Officer (since January 2018)
Mr. Stanton is responsible for the company’s overall global strategy for services which includes loyalty and managed services, data and analytics, Advisors’ consulting services, and the services’ vertical organizations, (financial institutions, retail and commerce, and government).
Age at Annual Meeting
58
Previous Mastercard business experience
•    President, Mastercard Advisors (January 2010-December 2017)
•    President, Canada (May 2004-January 2010)
•    Senior Vice President, Strategy and Market Development (December 2002-May 2004)
•    Vice President, Senior Counsel and North America Region Counsel (July 1995–December 2002)


officerkscanlon.jpg

Management2019 MASTERCARD PROXY61


MANAGEMENT COMMITTEE

Craig Vosburg
President, North America (since January 2016)
Mr. Vosburg oversees all of Mastercard’s customer-facing activities in the U.S. and Canada, including sales, business development, strategy and relationship management with issuers, merchants, digital partners, governments and acquirers.
Age at Annual Meeting
52
 
Craig VosburgAdditional positions
President, North America (since January 2016)•    Member, board of directors, New York Botanical Garden (audit committee)
Mr. Vosburg oversees all•    Member, board of MasterCard’s customer-facing activities in the United States and Canada, including sales,directors, Sultana Education Foundation
•    Former David Rockefeller Fellow, Partnership for New York City
Previous Mastercard business development, strategy and relationship management with issuers, merchants, governments and merchant acquirers.experience
PREVIOUS MASTERCARD BUSINESS EXPERIENCE
Ÿ •    Chief Product Officer (April 2014-December 2015)
Ÿ Group    Executive Vice President, U.S. Market Development (2010-2014)
Ÿ •    Head of MasterCardMastercard Advisors, U.S. and Canada (2008-2010)
Ÿ •    Head of MasterCardMastercard Advisors, Southeast Asia, Greater China and South Asia/Middle East/Africa (2006-2008)
PREVIOUS BUSINESS EXPERIENCEPrevious business experience
Ÿ Previous positions include serving as a senior member - financial•    Senior member-financial services practice, at both Bain & Company (2002-2006) and A.T. Kearney (1997-2002)
Ÿ •    Vice president, CoreStates Financial Corporation (1989-1995)
ADDITIONAL POSITIONS
Ÿ David Rockefeller fellow, Partnership for New York City
Ÿ Member, board of directors, New York Botanical Garden
Ÿ Member, board of directors, Sultana Education Foundation
 
 
vosburg.jpg
 
MANAGEMENT COMMITTEE
Our Management Committee manages MasterCard’s corporate performance and develops corporate strategy. The committee consists of our executive officers and the following additional members:
NameTitle
Walt Macnee
Vice Chairman and
President, Center for Inclusive Growth
Garry LyonsChief Innovation Officer
Ed McLaughlinChief Information Officer
Michael MiebachChief Product Officer
Raja RajamannarChief Marketing Officer
Ajay BhallaPresident of Enterprise Security Solutions
Cathy McCaulPresident of Processing
Raj SeshadriPresident, U.S. Issuers
Kevin StantonPresident, Advisors
Hai LingCo-President, Asia/Pacific
Ari SarkerCo-President, Asia/Pacific
Gilberto CaldartPresident, Latin America and Caribbean Region
Raghu MalhortaPresident, Middle East and Africa
Javier PerezPresident, Europe Region

2016 MasterCard Proxy  35

Stock Ownership Information622019 MASTERCARD PROXY

STOCK OWNERSHIP INFORMATION

Security Ownership of Certain Beneficial Owners

EXECUTIVE COMPENSATION

 Executive compensation
05This section describes our executive compensation program for 2018 and certain elements of the 2019 compensation program for our named executive officers.
Below is information regarding the beneficial ownership of our voting securities by each person known to us to beneficially own more than 5% of any class of our voting securities as of April 25, 2016.
Name and Address of
Beneficial Owner
Shares of Class A Common Stock    
Beneficially Owned
Percent of Total Outstanding
Class A Common Stock 
Beneficially Owned
The MasterCard Foundation1 
250 Yonge Street, Suite 2400
Toronto, Ontario M5B 2L7
115,176,97110.7%
BlackRock, Inc.2
55 East 52nd Street
New York, NY 10022
60,715,0295.6%
The Vanguard Group3
100 Vanguard Blvd.
Malvern, PA 19355
58,448,0565.4%
FMR LLC4
245 Summer Street
Boston, MA 02210
55,065,0265.1%
1 Number of shares is based upon information included in a Form 4 filed with the SEC on February 9, 2016. The MasterCard Foundation has sole voting and dispositive power with respect to the shares of Class A common stock, based on a Schedule 13G/A filed on February 10, 2016.
2 Based on a Schedule 13G/A filed with the SEC on January 26, 2016, BlackRock, Inc. has sole dispositive power with respect to 60,702,302 shares and sole voting power with respect to 50,393,017 shares of Class A common stock and shared voting and dispositive power with respect to12,727 shares of Class A common stock.
3 Based on a Schedule 13G filed with the SEC on February 10, 2016, The Vanguard Group has sole dispositive power with respect to 56,485,530 shares and shared dispositive power with respect to 1,962,526 shares of Class A common stock, sole voting power with respect to 1,851,388 shares of Class A common stock and shared voting power with respect to 100,200 shares of Class A common stock. Number of shares includes shares held by accounts of which Vanguard or one of its affiliates is the investment manager.
4 Based on a Schedule 13G filed with the SEC on February 12, 2016, FMR LLC has sole dispositive power with respect to, and is the beneficial owner of 55,065,026 shares of Class A common stock and has sole power to vote or direct the vote of 5,329,690 shares of Class A common stock. As listed in this Schedule 13G filing, additional beneficial owners include Crosby Advisors LLC, FIAM LLC (formerly known as Pyramis Global Advisors, LLC), Fidelity (Canada) Asset Management ULC (formerly known as Pyramis Global Advisors (Canada) ULC), Fidelity Institutional Asset Management Trust Company (formerly known as Pyramis Global Advisors Trust Company), Fidelity Management Trust Company, Inc., FMR Co., Inc. and Strategic Advisors, Inc.
The Schedule 13G also states the following:
The members of the Johnson family, including Abigail P. Johnson, a Director, Vice Chairman, the Chief Executive Officer and President of FMR LLC, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC.
Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees.
The 13G filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by FMR LLC, certain of its subsidiaries and affiliates, and other companies (collectively, the “FMR Reporters”). Its 13G filing does not reflect securities, if any, beneficially owned by certain other companies whose beneficial ownership of securities is disaggregated from that of the FMR Reporters in accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998).

2016 MasterCard Proxy  36

Stock Ownership Information

Security Ownership of Directors and Management
2019 MASTERCARD PROXY
The following table shows, as of April 25, 2016, all shares of Class A common stock beneficially owned by each director, director nominee and each named executive officer and all directors and executive officers as a group. Such shares consist of:
the number of shares of Class A common stock directly or indirectly owned
any shares of Class A common stock that could have been acquired through the exercise of options to purchase shares of Class A common stock exercisable within 60 days of that date, and
any other stock awards that would vest (or have restrictions removed) within 60 days of that date, including restricted stock units, DSUs and restricted stock.
Unless otherwise indicated, each of the named individuals and each member of the group have sole voting power and sole investment power with respect to the shares beneficially owned. The number of shares beneficially owned, as that term is defined by Rule 13d-3 under the Exchange Act, by all directors and executive officers as a group as of April 25, 2016 and each director and named executive officer individually is less than 1% of the outstanding shares of Class A common stock. No director or executive officer beneficially owns, either directly or indirectly, any shares of the Class B common stock.

2016 MasterCard Proxy  37

Stock Ownership Information

NameShares of Class A common stock directly and indirectly owned  Shares of Class A common stock obtainable within 60 Days Total Shares of Class A common stock beneficially owned (shown in columns (a) and (b))
 (a)
(b)1
(c)
Richard Haythornthwaite25,31429,17854,492
Ajay Banga
288,7182
1,143,447
1,432,1652
Silvio Barzi14,2109,73423,944
David Carlucci50,0809,73459,814
Steven J. Freiberg17,8809,73427,614
Julius Genachowski
63
3,974
3,9803
Merit E. Janow3,9743,974
Nancy J. Karch12,10017,99430,094
Oki Matsumoto
Marc Olivié21,87023,94445,814
Rima Qureshi3,5759,73413,309
José Octavio Reyes Lagunes15,9229,73425,656
Jackson Tai17,7109,73427,444
Edward Suning Tian32,4679,73442,201
Ann Cairns46,091138,785184,876
Gary J. Flood59,575242,173301,748
Martina Hund-Mejean
125,9093
344,222
  470,1313
Chris A. McWilton4
 55,5825
224,925
280,5075
All directors and executive officers as a group
(22 persons)
910,3632,3,5,6
2,479,259
3,389,6222,3,5,6
1 Includes shares of Class A common stock underlying stock options exercisable, restricted stock units vesting, deferred stock units receivable and restricted stock with restrictions removable within 60 days of April 25, 2016. For non-employee directors, also includes DSUs and restricted stock that will be settled or have restrictions removed, as applicable, within 60 days of termination of service as a director
2 Includes 65,610 shares held in a grantor retained annuity trust for which Mr. Banga is the trustee. Mr. Banga has sole voting and investment power with respect to such shares.
3 Fractional shares have been rounded up to the nearest whole share.
4 Mr. McWilton left MasterCard on December 31, 2015.
5 Includes 15,000 shares held in a grantor retained annuity trust for which Mr. McWilton is the trustee. Mr. McWilton has sole voting and investment power with respect to such shares.
6 Includes 2,000 shares held by the dependent children of an executive officer.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors and officers, and persons who beneficially own more than 10% of a registered class of our common stock, to file initial reports of ownership and reports of changes in ownership of our common stock and our other equity securities with the SEC. Based solely on its review of the copies of such forms received by it and written representations from reporting persons that no other forms were required to be filed, we believe that all of our directors and officers and persons who beneficially own more than 10% of Class A common stock complied with all Section 16(a) filing requirements applicable to them with respect to events and transactions that occurred during 2015.

2016 MasterCard Proxy  38
63

Executive Compensation • Compensation Discussion and Analysis


EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
Compensation discussion and analysis
This Compensation Discussion and Analysis (“CD&A”) describes MasterCard’sMastercard’s executive compensation program for 20152018, as well as certain elements of the 20162019 program for our named executive officers (“NEOs”), who are listed below and appear in the below Summary Compensation Table.Table” on pg 83.
Named Executive Officersexecutive officersRole
Ajay BangaPresident and Chief Executive Officer
Martina Hund-MejeanChief Financial Officer
Ann CairnsCraig VosburgPresident, International Markets
Gary J. FloodPresident, Global Products and Solutions
Chris A. McWiltonPresident, North America*America
Tim MurphyGeneral Counsel
Gilberto Caldart*President, International
Ann Cairns*Former President, International
*In a planned succession, on May 31, 2018, Ms. Cairns stepped down as President, International, and Mr. Caldart became President, International effective June 1, 2018. Ms. Cairns was subsequently appointed to the role of Vice Chairman and was not an executive officer of the company on December 31, 2018.
* Mr. McWilton left MasterCardExecutive summary
Mastercard’s Strategy
We grow, diversify, and build our business through a combination of organic growth and strategic investments. Our ability to grow our business is influenced by PCE growth, driving cash and check transactions to electronic forms of payment, increasing our share in electronic payments and providing value-added products and services. In addition, growing our business includes supplementing our core network with enhanced payment capabilities to capture new payment flows, such as business to business, person to person, business to consumer and government payments, through a combination of product offerings and expanded solutions for our customers. For more information on December 31, 2015. He is included in this CD&A and in the compensation tables startingour strategy, please see section titled “Strategy” on pg 57 as an NEO for 2015, and is excluded from “2016 Compensation Decisions” on pg 51.16.
Executive Summary
Strategic objectives
GrowDiversifyBuild
CoreCustomers & geographiesNew areas
•    Credit
•    Debit
•    Commercial
•    Prepaid
•    Digital-physical convergence
•    Acceptance
•    Financial inclusion
•    New markets
•    Businesses
•    Governments
•    Merchants
•    Digital players
•    Local schemes/switches
•    Data analytics
•    Consulting, managed services
•    Safety & security
•    Loyalty & processing
•    New payment flows
Enabled by brand, data, technology and people
MasterCard’sExecutive compensation philosophy
Mastercard’s executive compensation program is designed to support our strategic objectives to grow, diversify and build our business and to attract, motivate and retain our executives, including our NEOs, who are critical to MasterCard’sMastercard’s long-term success. Our executive compensation program is based upon and designed to address three core principles:
Core Executive Compensation Principles
Executive officer goals are linkedAlign the long-term interest of our executives with stockholder interestsstockholdersOur compensation policies are designed to alignprogram strongly aligns the interestsshort- and long-term interest of our executive officersstockholders with thosethat of our stockholders.executives through the use of variable compensation, which is largely long term in nature.
Pay for performanceThe majority of the compensation of our CEO and other NEOs is significantly performance-basedWe provide executive compensation from a total direct compensation perspective. This consists of fixedvariable and variable pay, with an emphasis on variable payat risk and tied to reward short- and long-term performance measured against pre-established goals linked to financial and objectives.strategic objectives designed to create long-term stockholder value and drive our objectives to grow, diversify and build our business.
Compensation opportunities are competitive to attract and retain talented employeesPay competitivelyEach year, the HRCC assesses the competitiveness of total compensation levels for executives to enable us to successfully attract, motivate and retain top executive talent.

642019 MASTERCARD PROXY


EXECUTIVE COMPENSATION

Our HRCC, which is composed solely of independent directors, is responsible for the oversight of our executive compensation program and decidesdetermines the compensation to be paid to our executive officers. The committeeHRCC makes decisions on executive compensation from a total direct compensation perspective. Total direct compensationperspective, which is composed of base salary, annual cash incentive and long-term stock-based incentive compensation. A significant portion of our executives’ compensation is performance-basedperformance based and at-risk. In addition, our compensation program is weightedat risk with a greater emphasis toward long-term equity awards rather than annual cash compensation. We believe this approach maximizes retention and ensures that a substantial portion of our NEOs’ compensation varies based on overall financial and strategic performance that is directly aligned with stockholder interests.interests, as well as individual performance, to reward for delivering on our strategic objectives to grow, diversify and build our business.
2015 Say-on-Pay Advisory Vote2018 financial and operational highlights
In 2018, Mastercard delivered strong financial and operational results, significantly outperforming on Executive Compensation
Each year, MasterCard provides stockholders with a “say-on-pay” advisory vote on its executive compensation program. At our 2015 annual meeting of stockholders, more than 96% of the votes cast for the say-on-pay proposal were in favor of our executive compensation program and policies. The HRCC evaluated the results of the say-on-pay vote, and in light of the substantial support of our executive compensation program, the committee decided to maintain the core design of our compensation program for the balance of 2015 and for 2016. The committee will continue to consider

2016 MasterCard Proxy  39

Executive Compensation • Compensation Discussion and Analysis

the outcome of future say-on-pay votes, in addition to various other factors, when making future compensation decisions.
Key Features of our Executive Compensation Program
The HRCC and management periodically review the compensation and benefit programs for executives and other employees to align them with the three core principles discussed above. Accordingly, we have adopted a number of practices over the last several years that affect our executive compensation program:performance metrics:
GAAP
Net revenue Net income Diluted EPS
$15.0B $5.9B $5.60
  
20%YOY 50%YOY 53%YOY
        
NON-GAAP1
Net revenue Adjusted net income Adjusted diluted EPS
$15.0B $6.8B $6.49
  
20%
YOY
(currency-neutral)
 38%
YOY
(currency-neutral)
 41%
YOY
(currency-neutral)
We Do
üPay for performance
ü

Align executive compensation with stockholder returns through long-term incentives
ü

Include clawback provisions in our incentive plans and PSU grant agreements
ü

Set significant stock ownership guidelines for NEOs, other executives and non-employee directors
üUse appropriate peer groups when establishing compensation
üBalance short- and long-term incentives
üPerform an annual “say-on-pay” advisory vote
üInclude caps on individual payouts in incentive plans
üMandate “double-trigger” provisions for all plans that contemplate a change-in-control
ü
Condition grants of long-term incentive awards on execution of a non-solicitation, non-competition
and non-disclosure agreement
üMitigate undue risk taking in compensation programs
üInclude criteria in incentive plans to maximize tax deductibility
üRetain an independent compensation consultant
We Do Not
xPermit hedging of MasterCard stock
xProvide new tax “gross-ups” for executive officers
xProvide tax “gross-ups” for perquisites
x

Reprice options
xProvide new “evergreen” employment agreements
xProvide dividend equivalents on unvested equity awards


iconcurrency.jpg
2016 MasterCard ProxyGross dollar volume
YOY (local

currency basis)
iconswitchedtransactions1.jpg
Switched transactions  40
YOY
master3494241-npsx59x3.jpg
Cross-border
volume growth
YOY (local

currency basis)
$5.9T73.8B
18%2
master3494241-npsx59x4a01.jpg
14%
master3494241-npsx59x4a01.jpg
17%2,3
master3494241-npsx59x4a01.jpg

Executive Compensation • Compensation Discussion and Analysis


2015 Financial and Operational Highlights
In 2015, MasterCard had strong annual operational and financial performance, including the following highlights:
*
1
Net income and diluted earnings per share (EPS)Non-GAAP results (as well as the related currency-neutral growth rates) and operating margin exclude special items consisting of the settlement charges recordedSpecial Items (as defined in 2015 for the termination of our U.S. qualified defined benefit pension plan ($79 million pretax, or $50 million after-tax, $0.04 per diluted share) and relatedAppendix A). Refer to a U.K. merchant litigation settlement ($61 million pretax, or $44 million after-tax, $0.04 per diluted share).  Growth rates for net revenue, net income and diluted EPS are also adjusted for foreign currency. On a GAAP basis, net revenue increased 2% to $9.7 billion, net income increased 5% to $3.8 billion and diluted EPS increased 8% to $3.35 (each compared on a year-over-year basis), and operating margin was 52.5%. See Appendix A for reconciliations of these non-GAAP financial measures to the most direct comparable GAAP financial measures and our reasons for presenting them.
2
Adjusted to normalize for the effects of differing switching days between periods. Refer to Appendix B for reported growth rates.

3

Adjusted for the deconsolidation of our Venezuelan subsidiaries in 2017. Refer to Appendix B for reported growth rates.
MasterCard’s
Mastercard’s strong performance in recent years has resulted in the substantial appreciation of our stock price from a split-adjusted per share price of $3.90 at the time of our IPOinitial public offering in May 2006 to a closing stock price of $97.36$188.65 per share as of December 31, 2015.2018.
2015 Executive Compensation HighlightsOur total shareholder return (“TSR”), which consists of stock price appreciation and reinvestment of dividends, was 25.4% in 2018. Our three-year annualized TSR was 25.6%, and our five-year annualized TSR was 18.5%, outperforming our peer group used for 2018 compensation decision making and the S&P 500 Index over all three time horizons.
For 2015, eachAnnualized total shareholder return
As of December 31, 2018
barchartannualizedtsr.jpg
Source: FactSet
Capital returned to shareholders in 2018Cash flow from operations
Total*Repurchased sharesDividends2018
$6.0B$4.9B$1.0B$6.2B
* Does not sum due to rounding.

2019 MASTERCARD PROXY65


EXECUTIVE COMPENSATION

2018 executive compensation highlights
Annual incentive
Each of our NEOs was provided with an opportunity to earn a cash incentive award under our Senior Executive Annual Incentive Compensation Plan, or SEAICP. The HRCC considered a number of quantitative and qualitative factors in determining the amount of the SEAICP payout for 2015.2018 was based on a corporate score and each NEO’s Individual Performance Factor (“IPF”). The financialcorporate score is calculated based on Mastercard’s performance against adjusted net income and operational results outlined above exceeded mostadjusted net revenue goals and may be adjusted within a range of MasterCard’s goals during 2015.+10 percentage points to -20 percentage points based on corporate performance against strategic objectives. IPFs are based on an assessment of each NEO’s individual performance for delivering on our strategic objectives to grow, diversify and build our business. Based on its assessment of MasterCard’s overall performance the HRCC establishedoutcomes for 2018, the corporate score for purposes of paying annual incentives under the SEAICP at 115%was 160% of target (see pg 45pgs 72-74 for additionalmore information), and our NEOs’ IPFs ranged from 100% to 135%.
Performance stock unit awards
The 3-yearthree-year performance period related to the 2013 Performance Stock Unit (PSU)2016 performance stock unit (“PSU”) awards concluded on December 31, 2015.2018. The payout rate of the 2016 PSU award was tied to Mastercard’s performance measures included a 3-year average return on equity, 3-yearagainst three-year adjusted net revenue 3-year EPS, and 3-yearadjusted earnings per share (“EPS”) goals and modified by Mastercard’s relative Total Shareholder Return (TSR), each with threshold, target and maximumTSR. Based on performance goals to determineoutcomes over the three-year performance period, the payout ranging from 0% torate for 2016 PSU awards was the maximum level of 200% of target. Based on MasterCard’s 3-year performance, the HRCC established the 2013 PSU payout at 155.6%target (see pg 4876 for additionalmore information).
Participants
Alignment of pay with performance
Our executive compensation program in 2018 continued to deliver pay supported by strong, consistent performance. The following charts show CEO total compensation (as disclosed in the Summary Compensation ProcessTable) compared to the value of a $100 investment made in Mastercard stock on January 1, 2011, the start of our CEO’s first full year in the role:
barchartceocompensationa04.jpg
Since 2011, under the leadership of our CEO, Mastercard has delivered sustained growth, increasing market capitalization by more than $165 billion and delivering a cumulative TSR of 782%.
Role of the HRCC
The HRCC approves the compensation of each executive officer, including each NEO. The committee has exclusive authority to grant equity awards to executive officers. The committee regularly reviews MasterCard’s executive compensation and benefits policies, programs and practices and monitors applicable new rules and evolving best practices concerning executive compensation.

2016 MasterCard Proxy  41

Executive Compensation • Compensation Discussion and Analysis662019 MASTERCARD PROXY


EXECUTIVE COMPENSATION

The Chairman
Stockholder feedback
Each year, Mastercard provides stockholders with a “say-on-pay” advisory vote on its executive compensation program. At our 2018 annual meeting of stockholders, 95% of the votes cast for the say-on-pay proposal were in favor of our executive compensation program and policies. We believe this score, in part, reflects support for the refinements made to our compensation programs and enhancement of our disclosure as a result of stockholder
engagement and feedback in 2017. The HRCC determinesevaluated the agenda for committee meetings with the assistanceresults of the Chief Human Resources Officer (CHRO). Committee meetings are regularly attended by committee members, representatives of Frederic W. Cook & Co. (the HRCC’s independent compensation consultant), the CEO, the CHROsay-on-pay vote and, other representatives of management, as appropriate. The committee also meets in executive session without members of management present. The Chairman reports to the Board on the committee’s decisions concerning, among other things, compensationlight of the executive officers. At the end of each year, the HRCC reviews and makes decisions on the elements and amount of compensationsubstantial support our stockholders expressed for our executive officers. Additionally,compensation program, decided to maintain the HRCC approves the fundingcore design of our compensation program for the long-term incentivebalance of 2018 and annual cash-based incentive awards.
Role of Compensation Consultant
The HRCC retains its own independent compensation consultant who reports directly to the committee. Since January 2011, the HRCC has engaged the services of Frederic W. Cook & Co. to provide primarily the following executive compensation consulting services:
assist with the development and analysis of peer group companies for comparison of executive compensation
conduct benchmarking of executive officer compensation relative to the peer group
advise on executive compensation and equity plan design, and
provide independent analysis and advice on CEO compensation.
The compensation consultant’s engagement includes reviewing and advising on all material aspects of MasterCard’s executive compensation programs, including base salaries, annual incentives and equity compensation. In addition to the primary executive compensation services described above, during 2015, the compensation consultant, among other things:
reported on trends, developments and best practices in executive compensation
discussed the merits of various performance metrics for incentive compensation
reviewed and advised on perquisite practices among peer group companies, and
provided advice with respect to non-employee director compensation.
The compensation consultant regularly attends HRCC meetings. In the course of discharging its responsibilities to the HRCC, the compensation consultant regularly communicates with the HRCC Chairman outside of committee meetings.
From time to time, the compensation consultant also meets with the CHRO, Executive Vice President of Total Rewards and members of the total rewards team. Among other things, these meetings include discussions regarding compensation-related information and to review recommendations that the CEO may make to the HRCC concerning executive officer compensation other than his own. The compensation consultant reports to the committee on these matters rather than to management.
While the HRCC considers the compensation consultant’s input and advice, it uses its own independent judgment in making final decisions concerning compensation paid to the executive officers. The committee has the full authority to retain and terminate the services of the compensation consultant.
The compensation consultant does not provide any other services to MasterCard unless approved by the HRCC. No such services were provided in 2015. After reviewing information provided by the compensation consultant regarding its independence and considering the relevant independence factors pursuant to applicable SEC rules and NYSE guidelines, the HRCC determined that no conflicts of interest existed in connection with the services the compensation consultant performed for it in 2015.
Role of the Chief Executive Officer
Within the framework of the compensation programs, each year, based on input from the compensation consultant, the CEO recommends the base salary, annual incentive target and long-term incentive awards for the executive officers, including the other NEOs, excluding himself. These recommendations are based upon his assessment of each executive officer’s performance, the performance of the individual’s respective business or function and employee retention considerations.2019. The HRCC approves and ultimately determineswill continue to consider the amounts payableoutcome of future say-on-pay votes, in addition to the executive officers.
The CEO does not play any role in setting his own compensation.

various other factors, when making future compensation decisions.
2016 MasterCard Proxy  42

Executive Compensation • Compensation Discussion and Analysis
Our executive compensation program


Summary of the Annual Compensation Decision Making Process
In December of each year, the CEO meets with the Board to review MasterCard’s performance for the past year. This review focuses on the financial results and the quantitative and qualitative performance objectives from the corporate scorecard that includes objectives related to:
delivering stockholder value by achieving net revenue, net income and earnings per share targets,
executing on our corporate strategy, and
enhancing organizational capabilities, strengthening leadership and developing people.
During this discussion, the CEO provides his assessment of the highlights and challenges from the year, summarizes performance and describes key focus areas for the upcoming year. The Chairman of the HRCC then leads an executive Board session during which the non-employee directors evaluate MasterCard’s and the CEO’s performance. The committee uses the input from the executive session during the compensation decision-making process.
Following the discussions described above, the HRCC meets and discusses MasterCard’s performance. Using the information and input provided, including MasterCard’s relative performance against its competitors, the committee establishes the corporate score that is to be used for purposes of paying annual incentives.
Once the corporate score is set, the HRCC reviews the individual performance of the NEOs, other than the CEO. These discussions include an assessment of each executive’s impact on the corporate scorecard, potential and core competencies. Using information compiled and supplied by the compensation consultant, including peer group compensation information, the HRCC reviews and discusses compensation recommendations for executive officers other than the CEO. The committee then uses the information provided to determine their total target direct compensation for the ensuing year (that is, base salary, annual incentive target and long-term incentive target) and the individual performance score that will be used to calculate the annual incentive amounts for the most recently completed year.
The CEO is not present for the HRCC’s discussion of his performance and compensation. This discussion begins with the compensation consultant reviewing independently-prepared peer group benchmarking information. The committee then assesses the CEO’s performance, using the information provided, including input from the Board, to develop their recommendation concerning the CEO’s total target direct compensation for the ensuing year and the annual incentive amount for the most recently completed year. The HRCC reviews its recommendations regarding the CEO with the Board of Directors.
In general, the HRCC does not consider any previous awards when determining the NEOs’ compensation.
These compensation decisions occur prior to the release of the audited financials for the performance year and are conditional approvals. Following the release of the audited financial statements, the HRCC makes modifications, if appropriate, and provides final approval.
Total Direct Compensation for NEOs
elements
The primary elements of our executive compensation program consist of base salary, annual incentive and long-term incentive compensation, which we refer to collectively as total direct compensation. The HRCC makes decisions on executive compensation from a total direct compensation perspective. The elements of compensation were selected by the committeeHRCC because it considers each element is considered by the committee to be important in meeting one or more of the objectives of our core executive compensation philosophy.


2016 MasterCard Proxy  43

Executive Compensation • Compensation Discussion and Analysis

Primary Elements of Our Executive Compensation Programprinciples.
The following table provides information regarding the elements of total direct compensation for our NEOs in 2015:2018:
Base salaryAnnual incentivePSUsStock options
Primary purpose
master3494241-npsx61x1.jpg
Attraction and retention
master3494241-npsx61x2.jpg
Reward short-term
performance
master3494241-npsx12x22.jpg
Reward long-term performance
master3494241-npsx12x23.jpg
master3494241-npsx12x20.jpg
Align interests with stockholders
master3494241-npsx12x24.jpg
Recipients
master3494241-npsx61x3.jpg
All NEOs
master3494241-npsx61x4.jpg
Reviewed
master3494241-npsx61x5.jpg
Annually
master3494241-npsx61x6.jpg
Payment/grant dateOngoingIn February for prior year
mastercardcdaimage20.jpg
March 1
mastercardcdaimage21.jpg
Cash/equity
master3494241-npsx12x25.jpg
Cash
master3494241-npsx12x26.jpg
master3494241-npsx12x27.jpg
Equity
master3494241-npsx12x26.jpg
Performance periodOngoing1-year3-year
Until exercised
(up to 10-year life)
Competitive levelEstablished within a range around the median of market-competitive levels of target compensation for similar positions
Other considerationsPeer group analysis, individual performance, unique program characteristics, job responsibilities, experience and succession

There
2019 MASTERCARD PROXY67


EXECUTIVE COMPENSATION

Incentive compensation performance metrics
The business metrics used under our annual and long-term incentive programs focus on the key drivers for executing our strategy and creating and sustaining long-term stockholder value.
Adjusted net revenueRevenue growth, both organic and through acquisitions, is critical to our short- and long-term success
Adjusted net income/ Adjusted EPSNet income (annual incentive) and EPS (long-term incentive) are our primary measures of profitability
Total shareholder returnTSR enhances the link and alignment between stockholders and management
As a growth company, revenue growth is no pre-established policy or targetof primary importance ,and we include a revenue measure in both our short- and long-term incentive programs and balance it by placing emphasis on profitability in both programs. Holding management accountable for top-line growth over multiple time periods encourages continued focus on sustainable growth instead of over a single, discrete period.
In assessing our performance for the allocation between cashpurposes of determining variable compensation awards, we supplement certain measures derived from our consolidated financial statements with measures that exclude the impact of foreign exchange, tax reform, restructuring, litigation, acquisitions and non-cash compensation or short-term and long-term compensation. However, these primary elements have been weighted to ensure that a substantial amount of pay for the NEOs is variable and contingent upon meeting or exceeding pre-determined performance goals.other one-time special items.
Key features
The target cashHRCC and management periodically review the compensation and equity awards grantedbenefit programs for executives and other employees to align them with the NEOs during 2015 were basedthree core principles discussed earlier. Accordingly, we have adopted a number of practices over the last several years that affect our executive compensation program:
What we do
master3494241-npsx58x1.jpg
Pay for performance
master3494241-npsx58x1.jpg
Align executive compensation with stockholder returns through long-term incentives
master3494241-npsx58x1.jpg
Maintain significant stock ownership requirements and guidelines
master3494241-npsx58x1.jpg
Use appropriate peer groups when establishing competitive compensation
master3494241-npsx58x1.jpg
Review management succession and leadership development programs
master3494241-npsx58x1.jpg
Reward for individual performance but with limits that cap individual payouts in executive incentive plans
master3494241-npsx58x1.jpg
Regularly assess compensation programs to mitigate undue risk taking by executives
master3494241-npsx58x1.jpg
Mandate “double-trigger” provisions for all plans that contemplate a change in control
master3494241-npsx58x1.jpg
Maintain robust clawback and equity award forfeiture policies
master3494241-npsx58x1.jpg
Retain an independent compensation consultant
master3494241-npsx58x1.jpg
Hold an annual say-on-pay advisory vote
What we don’t do
master3494241-npsx58x2.jpg
No hedging or pledging of Mastercard stock
master3494241-npsx58x2.jpg
No excise tax gross-ups for executive officers
master3494241-npsx58x2.jpg
No tax gross-ups
master3494241-npsx58x2.jpg
No repricing stock options without stockholder approval
master3494241-npsx58x2.jpg
No new evergreen employment agreements
master3494241-npsx58x2.jpg
No dividend equivalents on unvested equity awards
master3494241-npsx58x2.jpg
No guaranteed annual salary increases or bonuses
master3494241-npsx58x2.jpg
No granting of discounted or reload stock options

682019 MASTERCARD PROXY


EXECUTIVE COMPENSATION

Annual compensation decision-making participants and process
Participants in the compensation decision-making process
Role of the Human Resources & Compensation Committee
•    Exclusive decision-making responsibility for all executive compensation matters with input from management and their independent consultant
roleofcompcons.jpg
Role of compensation consultant
•    Attend all HRCC meetings
•    Review and advise on all material aspects of executive compensation and plan design
•    Report on executive compensation trends and best practices
•    Participate in the goal setting process for incentive compensation plans
•    Assist with the development of peer group used for comparison of executive compensation
•    Conduct market check of executive officer compensation relative to the peer group
•    Test pay versus performance
•    Provide advice with respect to non-employee director compensation
Role of executive management
•    CEO, Chief Human Resources Officer and other members of management, as appropriate, attend HRCC meetings
•    Responsible for designing and implementing executive compensation programs
•    Recommend base salary, annual and long-term incentive awards for executive officers (excluding the CEO)
•    Recommend incentive plan performance metrics and goals
•    Present significant proposals that affect executive compensation
•    The CEO is not present for discussions related to, and plays no role in, the setting of his own compensation
While the HRCC considers the input and advice of management and its independent compensation consultant, the HRCC uses its own independent judgment in making final decisions and approvals on a consistent application of our compensation policies. The variance between the target compensation of our CEO and the other NEOs arose due to the different roles, levels of responsibility and the higher level of compensation that is paid to chief executive officers generally among the peer group companies. The actual compensation paid to executives may varyexecutive officers.
The HRCC has the full authority to retain and terminate the services of the compensation consultant. During 2018, the HRCC conducted a comprehensive market review of independent compensation consultants and, based on that
review, decided to continue to retain FW Cook. Each year, the HRCC conducts an independence review of its compensation consultant pursuant to SEC and NYSE rules. For 2018, the HRCC confirmed FW Cook’s independence and determined that no conflicts of interest existed in connection with the services provided. FW Cook provides no other services to Mastercard other than the services rendered to the HRCC.

2019 MASTERCARD PROXY69


EXECUTIVE COMPENSATION

Annual compensation decision-making process
The following timeline of key events reflects the HRCC’s typical annual decision-making process:
mastercardcdaimage23.jpg
mastercardcdaimage24.jpg
mastercardcdaimage25.jpg
mastercardcdaimage26.jpg
February (current year)April-SeptemberDecemberFebruary (following year)
EstablishEvaluate & reviewAssess & determineApprove
ŸTarget pay levels
ŸFinancial performance metrics and goals
ŸStrategic objectives

ŸCompetitive assessment
ŸGovernance features
ŸPay and performance alignment
ŸStockholder feedback
ŸTalent development
ŸCorporate performance
vs. financial metrics
vs. strategic objectives
ŸExecutive performance
vs. individual objectives
ŸIncentive payment amounts
Establish (February)
During the first quarter, the HRCC takes action to establish total direct compensation for executive officers, as well as financial performance metrics and goals (target, threshold, maximum) for performance-based incentive programs. Included in these decisions are:
Target pay levels for executive officers based on data previously reviewed with the HRCC in December of the prior year, taking into account recommendations of the HRCC’s independent compensation consultant and the CEO (for executive officers other than himself)
Financial and strategic performance metrics and goals for both the annual incentive plan and performance stock units under our long-term incentive plan
Evaluate & review (April-September)
During the second and third quarters, the HRCC evaluates performance progress, governance features related to executive compensation programs, pay and performance alignment, and stockholder feedback related to executive compensation. Included in these evaluations are consideration and review of the following items:
Composition of peer group
Alignment between NEO pay and performance
Market practices and industry trends related to executive compensation
Incentive plan features and design
Compensation consultant independence
Risk assessment of compensation practices and programs
HRCC charter
Say-on-Pay result and feedback from stockholders
Succession planning
Assess & determine (December)
In the fourth quarter, the HRCC assesses items related to current year compensation and looks forward to compensation decisions (as described in the “Establish” section above) for the next year.
The HRCC and management take the following steps in making preliminary decisions related to determining each executive officer’s current year performance and compensation:
Step one: The CEO meets with the Board to review Mastercard’s performance for the current year. First, they review Mastercard’s performance relative to the financial goals set at the beginning of the year and used to calculate the formulaic financial score. Then the CEO provides his assessment of Mastercard’s performance relative to the strategic objectives set at the beginning of the year.
Step two: The HRCC Chairman leads an executive Board session during which the non-employee directors evaluate the performance of Mastercard and the CEO.
Step three: The HRCC meets and discusses Mastercard’s performance relative to the strategic objectives and decides if a strategic performance adjustment to the formulaically driven financial score is warranted. Through this discussion, the HRCC sets a final corporate score.
Step four: Once the corporate score is set, the HRCC reviews the individual performance of each executive officer, with input from the CEO (except in respect of himself), to determine the individual performance factors used to calculate his or her annual incentive amount under the SEAICP.
See pgs 72-74 for further discussion about 2018 payouts under the SEAICP.

702019 MASTERCARD PROXY


EXECUTIVE COMPENSATION

At the same time, the HRCC begins its discussions regarding executive officer compensation for the next year and, MasterCard performance.when determining its preliminary recommendations, assesses the following:
2015 Target Peer group benchmarking information evaluating the market competitiveness of each executive’s compensation, prepared by its independent compensation consultant
Input from the CEO on the other executive officers’ performance
Input from the Board on the CEO’s performance
In addition, individual performance objectives are established for each executive officer for the next year
The HRCC reviews its recommendation for the CEO with the Board of Directors; the CEO is not present for any Board or HRCC discussions on his performance and compensation.
Approve (February)
The preliminary compensation decisions made at the December meeting occur prior to the release of the audited financial statements for the performance year and are conditional approvals. Following the release of the audited financial statements, the HRCC makes modifications, if appropriate, and approves:
Annual incentive award amounts to be paid under the SEAICP for all executive officers for the prior year
Performance stock unit payout
Salary adjustments, target annual incentive opportunities and long-term incentive awards for the current year for each executive officer
In addition to the key events of the typical HRCC’s annual decision-making process described above, the HRCC reviews other compensation related items, as appropriate.
Total Direct Compensationdirect compensation for NEOs
The charts shown below illustrate the balance of the elements of total direct compensation mix (using the 20152018 year-end target values) for Mr. Banga and the average of the other NEOs:
Chief executive officer target total direct compensation mix

piechartchieftexecutive1.jpg
Other named executive officers target total direct compensation mix
2016 MasterCard Proxy  44

Executive Compensation • Compensation Discussion and Analysis


piechartothernamedexecutive1.jpg
As these charts demonstrate, a substantial majorityamount of our NEOs’ target total direct compensation is performance-basedvariable and at-risk.at risk and performance based. Target total direct compensation for our CEONEOs is weighted more toward long-term incentives, than the other NEOs, as the HRCC wants to encourage the CEO to primarilysignificant focus on long-term growth for MasterCard. See the “Grants of Plan-Based Awards in 2015” table for additional information for each of our NEOs with respect to their 2015 target annual and long-term incentive awards.Mastercard.

2019 MASTERCARD PROXY71


EXECUTIVE COMPENSATION

Base Salarysalary
Base salary is the fixed portion of total direct compensation for our executive officers, including the NEOs. The base salary for each NEO is determined by the HRCC based on various factors, including the peer group data for each position and the assessment of the executive officer’s contributions to MasterCard’sMastercard’s performance.
The base salary for each executive officer is reviewed as part of the annual compensation decision makingdecision-making process. Increases occur, at the HRCC’s discretion, when the executive officer’s base salary is not reflective of the desired market position or when a change in responsibility or individual contributions warrants an adjustment.
As part of the 20142017 year-end compensation decision makingdecision-making process, with input from its independent consultant, the HRCC recommended and the Board approved, an increaseNEO base salaries remain unchanged for 2018. In connection with Mr. Caldart’s June 1, 2018 promotion to the base pay of each of Messrs. Flood and McWilton and Mses. Hund-Mejean and Cairns’* to $650,000 effective March 1, 2015.
* Cash amounts paid to Ms. Cairns are in British pounds, translated at an exchange rate of 1.6 U.S. dollars per British pound, which is used byPresident, International, the HRCC for consistency and internal benchmarking purposes.approved a base salary of $550,000.
Annual Incentiveincentive
The HRCC uses the SEAICP to provide a cash incentive award to the executive officers, including the NEOs, for the attainment of annual company, business unit and individual goalsperformance objectives that are established at the start of the year.year (as described above under “Annual Compensation Decision-Making Process”).
MasterCard’s performance goals for 2015 were established by the HRCC in February 2015. The metrics selected for the SEAICP funding formula were net income, as a measuredetermination of management’s success in executing MasterCard’s strategies and initiatives, and net revenue, because the NEOs’ performance can directly impact this measure in short time horizons. The goals at minimum, target and maximum for 2015 under the SEAICP were as follows:
MeasurementWeighting   Minimum  Target  Maximum  
Actual*
Net Income ($millions)67%$2,975$3,470$3,966$4,059
Net Revenue ($millions)33%$7,613$8,882$10,151$9,904
* Results shown differ from net income and net revenue under GAAP because they exclude (1) the impact of foreign exchange rates with respect to the Euro and the Brazilian Real and (2) acquisitions during 2015. Net income also excludes special items consisting of the settlement charges recorded in 2015 for the termination of our U.S. defined qualified benefit pension plan of $79 million pre-tax, or $50 million after-tax, and related to a U.K. merchant litigation settlement of $61 million pre-tax, or $44 million after-tax.
Based on MasterCard’s financial performance as set forth in the chart above, the SEAICP pool could have been funded at 194% of target.
In addition to assessing performance against the net income and net revenue targets, the HRCC considers the corporate scorecard and uses its business judgment in determining, within the amounts payable based on the funding formula, the amount of the incentive compensation under the SEAICP to be paid to each NEO. The committee does not attempt to quantify, rank or assign relative weight to the various objectives included on the corporate scorecard, and no single objective on the corporate scorecard was material to its decisions.
In late 2015, the HRCC was provided MasterCard’s forecasted results as measured against the quantitative and qualitative corporate scorecard objectives. The committee considered MasterCard’s strong performance against the financial targets, as well as information concerning the company’s performance against the other quantitative and qualitative objectives and the key drivers of these results. After reviewing all of the information that was available to them, the committee established the corporate score to be used for purposes of paying annual incentives under the SEAICP at 115% of target.
In determining the annual incentive, amountsor bonus, for each executive officer, including theof our NEOs the committee discussed and considered their shared responsibility for theis determined based on our corporate score and each NEO’s individual performance factor, as well as each individual’s contribution to theshown below.

2016 MasterCard ProxyCorporate score (0%-200%)
×Individual performance
factor
(0%-200%)
=Final bonus
payout
(0%-250%
as % of target)
Step one: financial score  45(0%-200%)
2018 financial performancemetrics & weightings:
Adjusted
net income
(2/3
rds)
Adjusted
net revenue
(1/3
rd)
Step two: strategic performance adjustment
Financial score above can be adjusted within a range of up 10 percentage points or down 20 percentage points
Corporate score
The HRCC uses a two-step process to determine the corporate score:
Step one (financial score): calculated based on corporate performance against rigorous and challenging financial performance goals aligned with our annual business plan. We believe adjusted net income and adjusted net revenue are the most important indicators of the successful execution of our strategy and correlate with long-term stockholder value creation.
For 2018, financial performance was strong, as detailed on pg 65 and below, resulting in a financial score of 174%:
      2018 performance goals
Metrics 
Goal
weight
 2017 adjusted actual Threshold
(50% payout)
 Target
(100% payout)
 Maximum
(200% payout)
 2018 adjusted actual* Score
Adjusted net income SEAICP ($ millions)
 67% $4,682 $6,089 $6,419 $6,773 $6,713 183%
Adjusted net revenue
($ millions)
 33% $11,979 $14,151 $14,651 $15,151 $14,931 156%
          Financial score 174%
*Metrics shown differ from net income and net revenue under GAAP because they exclude the impact of translational and transactional activity related to foreign exchange rate and normalized for accounting changes related to revenue recognition. Adjusted net income – SEAICP also excludes special items consisting of litigation provisions and tax benefit related to U.S. tax legislation. Additionally, adjusted net income – SEAICP reflects the impact of the financial score of 174% before the adjustment determined in Step two as described below.

722019 MASTERCARD PROXY


EXECUTIVE COMPENSATION

Step two (strategic performance adjustment):based on corporate performance against our strategic objectives established in early 2018. While these objectives do not immediately translate into current year financial results, we believe success against these metrics positions the company for future, sustained growth. If the HRCC believes an adjustment is warranted based on its assessment of performance outcomes versus these pre-defined strategic objectives, the financial score may be adjusted within a range of +10 percentage points to -20 percentage points.
For 2018, the HRCC approved the following strategic performance objectives:
2018 strategic performance objectives
Executive Compensation • Compensation DiscussionGrowelectronic payments acceptance and Analysismarket share across core products, including Credit, Debit, Pre-paid and Commercial
Diversifyour business and revenues by working with new customers, including merchants, governments and digital players and broadening financial inclusion for the unbanked and underbanked
Buildcreative and innovative products and solutions to support new payment flows and provide services across data analytics, consulting and safety & security

When assessing 2018 performance, the HRCC recognized management’s successes against the strategic objectives and in defending our core business with no major client losses. While the market share decline in U.S. consumer credit has been stemmed, and in fact, in 2018, a modest turnaround was evident, the HRCC believes it is still early in the recovery and that there is more work to be done. As such, the HRCC determined that a strategic performance adjustment reduction of 14 percentage points was appropriate.
operational and financial performance achieved in 2015,With this adjustment, the final corporate score was calculated as follows:
ComponentScore
Financial score (a)174%
Strategic performance adjustment (b)(14)%
Final corporate score (a+b)160%
For employees designated as part of a business unit, business unit performance against their personal objectives and how each individual displayed proficiency in MasterCard’s leadership principles and core competencies.pre-determined business unit goals is also factored into the formulaic calculation of the corporate score used to determine those employees’ annual incentive bonuses.
The primary personal objectivesOnce the corporate score is established, annual incentive payouts are further adjusted for each NEO in 2015 were as follows:by an individual performance factor, which is determined through assessing performance against individual performance objectives.
Individual performance factor
Individual objectives are set for each NEO to support the company’s strategic objectives and are tied to areas of the business each officer directs.
Below is a summary of each NEO’s primary 2018 objectives:
NameSummary of each NEOs’ Primary 2015 Objectives2018 objectives
Ajay BangaDeliveringDeliver on key financial metrics and innovation, enhancingenhance the perception of MasterCardMastercard in the marketplace, building/strengtheningbuild and strengthen relationships with key constituents, drivingdrive organizational culture change, and positioning MasterCardposition Mastercard for growth as the industry transformsundergoes physical and digital convergence
Martina Hund-MejeanStrategicDeliver on key financial metrics (including efficiencies), strategic development and execution, acquisitions and integration, and risk mitigation, implementing the tax strategy and focus on investorsmanagement
Ann CairnsCraig VosburgRevenue growth globally (excluding the North America region) and improving customer satisfaction
Gary J. FloodGlobal advancement of core and emerging products and growth of MasterCard Advisors
Chris A. McWiltonRevenue growthGrow revenue in the North America region and improvingimprove customer satisfaction
Ann Cairns & Gilberto CaldartGrow revenue globally and improve customer satisfaction in markets outside the U.S. and Canada
Tim MurphyDrive organizational legal affairs, public policy, franchise development and compliance, including managing litigation risks and responding to data localization challenges
The HRCC, with input from the CEO (except in respect of himself), assessed each NEO’s performance against his or her individual objectives and contributions to overall company results to determine an IPF.

Using their collective assessment of these items, the committee allocated the SEAICP funded pool among the executive officers, including the NEOs, by assigning an individual performance factor to each executive committee member.
This approach resulted in SEAICP payouts that were within
2019 MASTERCARD PROXY73


EXECUTIVE COMPENSATION

2018 annual incentive earned
As a relatively comparable range for the NEOs. Mr. Banga received a payout under the SEAICP of 150% of target in recognitionresult of the strong results he achieved against his 2015 objectives, including engagement with clients, merchants and governments to enhance MasterCard’s perception indecisions discussed above, the market, driving innovation, continuing to lead financial inclusion efforts and instilling cultural change throughoutHRCC approved the organization to position MasterCard for future success.
The table below sets forth the 2015 threshold, target, maximum and actual payout under the SEAICPfollowing annual cash incentive payouts for each of the NEOs:NEOs in early 2019:
 2018
base salary
 2018
target annual incentive
 2018
actual annual incentive
NameThreshold (50%)Target (100%)  
Maximum (250%)1   
Actual    % of Target     % of base $ % of target $
Ajay Banga$1,200,000$2,400,000$6,000,000$3,588,000150% $1,250,000 200% $2,500,000 212% $5,288,090
Martina Hund-Mejean$406,250$812,500$2,031,250$1,172,438144% $750,000 125% $937,500 205% $1,921,064
Craig Vosburg $600,000 115% $690,000 197% $1,361,536
Tim Murphy $600,000 115% $690,000 205% $1,413,903
Gilberto Caldart1
 $550,000 100% $527,247 184% $969,650
Ann Cairns2
$406,250$812,500$2,031,250$1,185,113146% $650,000 125% $336,130 153% $515,141
Gary J. Flood$406,250$812,500$2,031,250$1,088,100134%
Chris A. McWilton$406,250$812,500$2,031,250$989,381122%
1While each individual is eligible for a maximum bonus of 250% of target, the aggregate plan payout is capped at 200% of target.target, which includes participants not listed above.
1.
Mr. Caldart’s 2018 base salary and target annual incentive of 100% of base salary shown above reflect his compensation as President, International, effective June 1, 2018. Due to the mid-year promotion, his 2018 target annual incentive amount reflects time spent in each role during the year.
2.
Cash amounts paid to Ms. Cairns are in British pounds, translated at an exchange rate of 1.6 U.S. dollars per British pound, which is the exchange rate that has been used historically by the HRCC. Ms. Cairns’ actual annual incentive payment is calculated using the percentage of target shown above and applying it to her target amount in British pounds and is prorated for the portion of the year she was President, International.
Long-term incentives
2018 program overview
2 Cash amounts paid to Ms. Cairns are in British pounds, translated at an exchange rate of 1.6 U.S. dollars per British pound, which is used by the HRCC for consistency and internal benchmarking purposes. Ms. Cairns’ actual annual incentive payment is calculated using the percentage of target shown above and applying it to her target amount in British pounds.
Long-Term Incentive
The HRCC usesWe use equity grants as the primary means of providing long-term incentives to our employees, including the NEOs. StockPerformance stock units, stock options PSUs and restricted stock units (“RSUs”RSU”) were granted to certain MasterCardMastercard executives and employees in March 20152018 during the annual grant cycle. Information regardingWe continue to believe that annual long-term incentive awards to each NEO should consist of approximately 50% PSUs and 50% stock options. We believe this approach provides a balanced long-term incentive program that aligns interests of management with those of stockholders and drives achievement of long-term performance objectives. You can find information about the long-term awards to the NEOs is set forth in the “Grants“Grants of Plan-Based Awardsplan-based awards in 2015” table.2018” table (see pg 85).
In making its determination on what typetypes of awards to grant, the HRCC considers the following:
peerPeer group information (see pg 52pgs 78-79 for additionalmore information)

2016 MasterCard Proxy  46

Executive Compensation • Compensation Discussion and Analysis


trendsTrends in long-term incentive grants
the deductibility of stock options and PSUs under Section 162(m) of the Internal Revenue Code for performance-based compensation
theThe accounting treatment of such awards and
theThe effect of having the CEO and other NEOs receive a significant portion of their total direct compensation in equity awards, with multi-year vesting,
to motivate and provide an incentive for these officers and to align their interests with those of our stockholders.stockholders
TheOn March 1, 2018, the HRCC determined thatgranted the following aggregate dollar amounts of PSUs and stock options under our Amended and Restated 2006 Long Term Incentive Plan (“LTIP”) to the NEOs:
Name 
Performance 
stock units1
 
Stock 
options1
 Total
Ajay Banga $6,750,000 $6,750,000 $13,500,000
Martina Hund-Mejean $2,375,000 $2,375,000 $4,750,000
Craig Vosburg $1,350,000 $1,350,000 $2,700,000
Tim Murphy $1,200,000 $1,200,000 $2,400,000
Gilberto Caldart $500,000 $500,000 $1,000,000
Ann Cairns $1,775,000 $1,775,000 $3,550,000
1 Amounts differ from the Summary Compensation Table due to rounding.

742019 MASTERCARD PROXY


EXECUTIVE COMPENSATION

Performance stock units
Performance stock unitsrepresent approximately 50% of the annual long-term incentive awards to each NEO should be ingrant value. The current PSU plan design as determined by the form of 50% stock optionsHRCC, for the performance period beginning January 1, 2018 and 50% PSUs. The committee believes that the equal split of stock options and PSUs provides a balanced focus on stock price appreciation and the successful achievement of specified financial results.ending December 31, 2020:
The PSU design:
utilizes an average return on equity metric for funding purposes
providesProvides a balanced top and bottom line long-term focus through the use of cumulative 3-yearthree-year adjusted net revenue and 3-yearcumulative three-year adjusted EPS metrics (equally weighted):
4as Personal Consumption Expenditure (PCE)As personal consumption expenditure is a primary business driver in setting our financial targets and is outside of our control, the targets automatically shift, up or down, on a 1:1 basis, if PCE falls outside of a pre-determined range established at the time the awards are granted
automatically shift, up or down, on a 1:1 basis, if the PCE falls outside of a predetermined range established at the time the awards are granted
4EPS targets take into account an initial assumption for share buybacks
enhancesEnhances the link with stockholder returns by adjusting, up or down, the payout from the adjusted net revenue and adjusted EPS metrics by the company’s relative total stockholder return, or TSR (stock price performance plus dividends) versus the S&P 500 member companies andto reflect the stockholder experience
providesProvides a payout range from 0%-200% of the granted units.units
Excludes dividends or dividend equivalents prior to vesting
graphicpsucalculation.jpg
Vesting of the 2018 PSUs will be based on Mastercard’s performance against the predetermined performance objectives set by the HRCC for the performance period beginning January 1, 2018 and ending December 31, 2020.
The HRCC established the 2018-2020 goals at the same time it authorized the PSU awards for the performance period. The targets are intended to be challenging and appropriately incentivize management to continue to grow profitably and diversify Mastercard in geographic markets with diverse product offerings. Targets are set based on the proposed business plan, and a rigorous process is undertaken at the start of each year to determine the
range of performance for each measure. The HRCC relies upon its experience and collective business judgment in establishing goals and believes they are set at levels that require strong performance for a target payout and exceptional performance for maximum payout.
We do not disclose forward-looking targets for our PSUs, as the disclosure could result in competitive harm and be detrimental to our operating performance. However, at the completion of the performance period, we retrospectively disclose the performance goals and payouts for all previously granted PSUs.








2016 MasterCard Proxy  47

Executive Compensation • Compensation Discussion and Analysis2019 MASTERCARD PROXY75


EXECUTIVE COMPENSATION

On March 1, 2015,
Stock options
Stock optionsrepresent approximately 50% of the HRCC granted the following aggregate dollar amounts ofannual long-term incentive grant value. We believe stock options and PSUs under our Amended and Restated 2006 Long Term Incentive Plan, or LTIP,are a form of performance-based incentive compensation because they require stock price appreciation to deliver value to an executive, thereby aligning compensation earned with value stockholders receive over the NEOs:
NameStock Options    Performance Stock Units    Total    
Ajay Banga$5,250,000$5,250,000$10,500,000
Martina Hund-Mejean$1,625,000$1,625,000$3,250,000
Ann Cairns$1,300,000$1,300,000$2,600,000
Gary J. Flood$1,300,000$1,300,000$2,600,000
Chris A. McWilton$1,300,000$1,300,000$2,600,000
Thesame period of time. For 2018, stock option awards have an exercise price of $90.13$173.49 per share, which was the closing price of Class A common stock on the NYSE on February 27, 2015 (the last trading date prior to the grant date), andMarch 1, 2018, vest in four equal annual installments beginning on March 1, 2016. The number2019 and have a maximum term of PSUs awarded was converted from the dollar amount shown above using the grant date fair value which was based on a per share price of $90.13 and standard equity valuation procedures, in accordance with GAAP. The PSU awards10 years. Stock options are not eligible for dividends or dividend equivalents prior to vesting.equivalents.
Whether, and the extent to which, the PSUs awarded in 2015 vest, will be based on MasterCard’s performance against the predetermined performance objectives according to the current PSU plan design for the performance period beginning January 1, 2015 and ending December 31, 2017 as determined by the HRCC.
The PSU performance objectives are based upon various assumptions used in MasterCard’s budgeting process. The HRCC does not perform any specific analysis on the probability of achieving the performance objectives; however, it relies upon its experience and collective business judgment in establishing the goals.
The HRCC established the 2015–2017 goals at the same time it authorized the PSU awards for the performance period. The committee believes that the target performance goals for the PSU awards are reasonably attainable, yet provide appropriate incentives for management to continue to grow and diversify MasterCard in geographic markets with diverse product offerings. The HRCC believes that achievement of maximum performance against the goals would require exceptional corporate performance over the 3-year performance period.
Settlement of Previously Grantedpreviously granted PSU Awardsawards
In 2016,2019, following the completion of the 3-yearthree-year performance period of 2013-2015, MasterCard2016-2018, Mastercard settled the PSU awards that were granted in 2013. Performance goals2016. In February 2016, for purposes of funding the 2013 PSU awards were established byand to maximize their tax deductibility under Section 162(m) of the code, the HRCC in February 2013. At the time the performance goals were established the metric that was selected for the funding formula was thea target based on average return on equity (“ROE”) over the 3-yearthree-year performance period. The minimum, target and maximum goals forAt this metric andtime, the actual performance are shown in the below table:
MeasurementWeightingMinimumTargetMaximumActual
2013 PSU Award 3-year Average ROE100%10%15%20%51%
Based on the company’s performance as set forth in the chart above, the 2013 PSU award was funded at the maximum level of 200% of target because the pre-established maximum average return on equity target for the performance period was exceeded.
In February 2013, the committeeHRCC also determined that the payout rate for the 20132016 PSUs would be tied to performance against 3-year Net Revenue,three-year adjusted net revenue and adjusted EPS goals and Relativemodified by Mastercard’s relative TSR metrics.

performance against S&P 500 companies.
2016 MasterCard Proxy  48

Executive Compensation • Compensation Discussion and Analysis


The following table shows the performance assessment against the Net Revenueadjusted net revenue and adjusted EPS metrics.metrics:
Measurement
Minimum 1
Target 1
Maximum 1
ActualScore
3-year Net Revenue CAGR 2
6.0%10.0%15.0%10.5%105.0%
3-year EPS CAGR 3
14.0%19.0%23.0%19.2%102.5%
Average of Net Revenue and EPS Score 103.75%
Measurement Threshold Target Maximum Actual Score
Three-year adjusted net revenue CAGR1
 7% 11% 16% 13.2% 122%
Three-year adjusted EPS CAGR2
 11% 16% 20% 23.8% 150%
Average of net revenue and EPS score (pre-TSR score)         136%
1
Results shown differ from net revenue compound annual growth rate (“CAGR”) under GAAP because they exclude the impact of acquisitions, translational impacts of foreign currency with respect to the euro and Brazilian real by remeasuring 2015 results at current period rates and accounting changes related to revenue recognition.
2
Results shown differ from EPS CAGR under GAAP because they exclude the impact of acquisitions, translational impacts of foreign currency with respect to the euro and Brazilian real by remeasuring 2015 results at current period rates, litigation provisions, accounting changes related to revenue recognition, changes to U.S. tax legislation, contribution to the Mastercard Impact Fund, certain discrete tax and other one-time items. The actual impact on EPS from share buybacks versus the initial assumed impact did not result in any change to the final PSU payout.
1. PCE was 1.0% below the target range and as such, original Net Revenue and EPS minimum, target and maximum were each adjusted downward by 1.0%, accordingly.
2. Results shown differ from Net revenue CAGR under GAAP because they exclude (1) the impact of the 2014 and 2015 acquisitions and (2) the impact of foreign currency with respect to the Euro and the Brazilian Real by translating current period results at 2012 exchange rates.
3. Results shown differ from EPS CAGR under GAAP because they exclude (1) the impact of the 2014 and 2015 acquisitions (2) the impact of foreign currency with respect to the Euro and the Brazilian Real by translating current period results at 2012 exchange rates (3) special items related to impact of U.S. merchant litigation settlement recorded in 2012, U.S. employee pension plan termination and U.K. merchant litigation settlement recorded in 2015 and (4) the impact of taxable discrete items in 2012 and settlements with tax authorities recorded in 2015. The actual impact on EPS from share buybacks vs. the initial assumed impact did not result in a significant change to the final PSU payout.
The 2013 PSU award also included a relative TSR modifier based on MasterCard’s TSR against the S&P 500 member companies as of the start of the performance period. The modifier adjusts the above score up or down by a factor that ranges from 50% - 150%. The following table shows the relative TSR performance assessment, which provides for up to a +/- 50 percentage point adjustment, and the final PSU payout score.score, which could range from 0%-200% of target:
MeasurementMinimumTargetMaximumResultModifierPre-TSR ScoreFinal Score Threshold
(50% modifier)
 Target
(100% modifier)
 Maximum
(150% modifier)
 Actual
result
 
Pre-TSR score
(a)
 
Modifier
(b)
Relative TSR Modifier
25th percentile (TSR of 16.57%)
50th percentile (TSR of 51.59%)
75th percentile (TSR of 83.60%)
83rd percentile (TSR of 104.62%)
150%103.75%155.6%
Three-year relative TSR modifier 25th percentile 50th percentile 75th percentile 95th percentile 136% 150%
(TSR of -1.6%) (TSR of 26.8%) (TSR of 55.2%) (TSR of 100.6%) 
Payout rate (a x b)         200%
Based on MasterCard’sMastercard’s three-year average ROE over the performance asperiod, the 2016 PSUs funded at the maximum level of 200% of target, for purposes of maximizing their tax deductibility under Section 162(m). As set forth in the chartstables above, the committee established the 20132016 PSU payout scorerate was 204% of target, exceeding the plan maximum of 200%. As a result, the 2016 PSUs were earned at 155.6%the maximum level of 200% of target.
Other Elements of Compensation
762019 MASTERCARD PROXY


EXECUTIVE COMPENSATION

Other elements of compensation
In addition to the primary elements of total direct compensation described above, the NEOs may also be eligible for the following programs and benefits.benefits described below. The compensation related to these programs and benefits areis provided in columns (h) and (i) of the Summary Compensation Table. In aggregate, they represent less than 3% of the total 2015 compensation for each NEO, except for Mr. McWilton due to the actuarial increase in the present value of his benefits under the Senior Executive Retirement Plan (SERP), as shown on the Summary Compensation Table.
Perquisites
As approved byFor reasons of security, efficiency, and personal safety, the HRCC, for productivity and security reasons,company requests that Mr. Banga is provided the use of a company-leased automobile with a travel by company aircraft and car/driver for commuting purposes. This enables him to make more efficient use of his time, while providing a high level of safety and personal security. Mr. Banga is also permitted limited use of the company-leased aircraftservices, including travel for personal travel.purposes. Mr. Banga reimburses MasterCard,Mastercard, as calculated using the Standard Industry Fare Level rates published by the Internal Revenue Service (“IRS”), for any personal aircraft usage.
No other perquisitesGlobal mobility program
Our global mobility programs are availabledesigned to support employees who relocate at the request of the company and provide certain expatriate benefits to facilitate the transition and international assignment, including moving expenses, allowances for housing and goods and services, and tax equalization. The goal of these relocation and expatriate assistance programs is to mitigate the financial impact of the international assignment, including the applicable taxes. This allows Mastercard to quickly meet global business needs and develop our NEOs.talent.



2016 MasterCard Proxy  49

Executive Compensation • Compensation Discussion and Analysis

In connection with Mr. Caldart’s appointment as President, International and to support his transition to the U.K. from the U.S., Mr. Caldart was eligible for expatriate benefits afforded to all eligible employees under this program. In 2018, Mr. Caldart also received expatiate benefits under our Standard Global Mobility Program in connection with his previous role.
Deferred Compensationcompensation
In 2015,2018, all U.S. employees, including our U.S. NEOs, at or above a certain level whose 2014 target cash compensation (that is,2017 base pay plus target annual incentive)salary was in excess of $235,000,$190,000, were eligible to defer a portion of compensation into a non-qualified deferred compensation arrangement, referred to as the MasterCardMastercard Incorporated Deferral Plan. None of the NEOs elected to defer their 20152018 compensation into the plan.
Benefit Programsprograms
The HRCC is responsible for reviewing specific benefit arrangements for the NEOs and other key employees to determine competitiveness in the market, as well as to ensure that these programs are consistent with management’s objectives to attract, retain and motivate high-performing employees. MasterCardMastercard maintains several benefit plans and programs in which the NEOs may be eligible to participate. These plans and programs include:
MasterCardMastercard Savings Plan (the “Savings(“Savings Plan”): a 401(k) retirement plan for U.S. employees, including NEOs. For 2015, theThe components of the plan includedinclude employee contributions on a before-tax Roth IRA and/or after-tax basis and an employer matching contribution. Before July 1, 2018, the employer matching contribution ofwas 125% of the employee contributions (up to 6% of eligible compensation) and, plus a non-elective, discretionary company contribution of up to 1.25% of eligible compensation.compensation, while beginning July 1, 2018, the employer matching contribution was 167% of the employee contributions (up to 6% of eligible compensation), and the discretionary company contribution was eliminated. Eligible compensation in the Savings Plan is limited to base salary, up to the applicable IRS limit, which was $265,000$275,000 in 2015.2018.
Restoration Program: an arrangement for certain highly-compensatedhighly compensated employees, including the NEOs, eligible for employer contributions under the 401(k) plan that provides annual taxable payments intended to restore benefits that could not be earned under the Savings Plan due to limits imposed by the Internal Revenue Code, including the limit on compensation under Section 401(a)(17). Under the Restoration Program, each eligible employee’s accountemployee receives an annual contribution to restore the difference between (1) theany employer matching and discretionaryor other contributions the employee could have earned under the Savings Plan in the absence of the Internal Revenue Code limits and (2) the employer matching and discretionaryor other contributions actually earned under the Savings Plan.
MasterCardMastercard U.K. Pension Plan: a defined contribution retirement scheme for U.K. employees, including Ms. Cairns. For 2015, the plan included employee and employer contributions. Employee contributions are not required; however, employees can voluntarily contribute up to 5% of their base salary for which MasterCard will make an additional contribution in accordance with a set contribution table. Eligible employees, including2018, Ms. Cairns receive a company contribution equal to 10% - 15% of their base salary based on a salary banding structure.
•    MasterCard’s Health and Welfare programs:
4Health and Welfare programs are available to all U.S. employees working a minimum of 76 hours per month, including the NEOs. These programs include medical, dental, vision, flexible spending accounts, health savings accounts, life insurance, accidental death and dismemberment insurance, disability insurance and business travel accident insurance. In addition, medical, dental and life insurance coverage is also available for retirees. Retirees who were hired on or before June 30, 2007 are eligible for an employer subsidy that reduces the retiree’s cost for participating in the medical and dental programs. The amount of the subsidy is based on the employee’s age and service upon retirement. Retirees who were hired after June 30, 2007 are eligible for the same programs, but without any employer subsidy.
4Health and Welfare programs are available to all U.K. employees, including Ms. Cairns. These programs include medical, life insurance, accidental death and dismemberment insurance, disability insurance and business travel accident insurance.  In addition, all eligible employees receive a Flex Allowance equal to 5% of their annual base pay which can be used to purchase additional vacation days and coverage for dental, family medical and life insurance.
Defined Benefit Plans
Prior to 2016, MasterCard maintained two defined benefit pension plans, the MasterCard Accumulation Plan (MAP) and the SERP.
The MAP, a tax qualified pension plan, provided retirement income to all participants in the plan (including Messrs. McWilton and Flood) based on a cash balance formula. The plan was closed to new participants as of July 1, 2007, and

2016 MasterCard Proxy  50

Executive Compensation • Compensation Discussion and Analysis


pay credits ceased as of January 1, 2013. In 2014, the process to terminate the plan began and in 2015, the plan was ultimately approved to be terminated. In August of 2015, all assets, including the amounts payable to Messrs. McWilton and Flood, were transferredhas opted out of the Mastercard U.K. Pension Plan as she has reached the applicable limits under her plan. Accordingly, she has received an alternative cash allowance.
MasterCard maintainedMastercard’s health and welfare programs:
Health and welfare programs are available to all U.S. employees working a minimum of 76 hours per month, including the SERP, a non-qualified defined benefit pension plan, which was implemented prior to MasterCard’s IPONEOs. These programs include medical, dental, vision, flexible spending accounts, health savings accounts, life insurance, accidental death and dismemberment insurance, disability insurance and business travel accident insurance. In addition, medical, dental and life insurance coverage is available for retirees. Employees who were hired on or before June 30, 2007 are eligible for an employer subsidy that reduces the retiree’s cost for participating in May 2006the medical and prior to MasterCard’s decision to grant equity to its executives.dental programs. The plan was discontinued in February 2008, and following Mr. McWilton leavingamount of the organization, there are no longer any active SERP participants.
For more informationsubsidy is based on the MAPemployee’s age and SERP, see the section entitled “Pension Benefits in 2015” that follows this Compensation Discussion and Analysis.
2016 Compensation Decisions
2016 Total Direct Compensation
In February 2016, using the methodology discussed in the section titled “Total Direct Compensation for NEOs” and the process described in the section titled “Summary of the Annual Compensation Decision Making Process,” the HRCC approved the 2016 target compensation for each NEO, performance targetsservice upon retirement. Employees who were hired after June 30, 2007 are eligible for the year ending December 31, 2016 that will be used to determine funding for cash bonus awards that may be paid to NEOs under the SEAICP and the performance metrics for the 2016 PSU awards.
The HRCC approved an increase to base salary for Ms. Hund-Mejean. Her new base salary was set at $700,000, effective March 1, 2016. Base salaries for all other NEOs remained unchanged.
There were no changes to the design of the annual or long-term incentive plans.
The 2016 annual incentive award opportunities (as a percentage of base salary) under the SEAICP for each of our NEOs remained at the same level as 2015. The threshold, target and maximum amounts for each NEO are as follows:
retiree programs but without any employer subsidy.
NameThresholdTargetMaximum
Ajay Banga100%200%500%
Martina Hund-Mejean62.5%125%312.5%
Ann Cairns62.5%125%312.5%
Gary J. Flood62.5%125%312.5%

The performance targets for the year ending December 31, 2016 that will be used to determine funding under the SEAICP will be based on MasterCard’s actual achievement against pre-established net income and net revenue targets. Within that funding, the actual payout for each of the SEAICP participants will then be based upon MasterCard’s achievement of the pre-established quantitative and qualitative corporate performance goals, which are included in the corporate scorecard, and their individual performance. The goals of the corporate scorecard are discussed above under “Total Direct Compensation for NEOs - Annual Incentive.” The HRCC believes that it established meaningful incentives for management with quantitative and qualitative performance goals set forth in the corporate scorecard, where target performance (which the committee believed to be reasonably attainable) was established based upon internal budgets, the outlook for the economy, past MasterCard performance, corporate objectives in geographic markets and product offerings.
Additionally, on March 1, 2016, the HRCC granted the following aggregate dollar amounts of stock options and PSUs under our LTIP to each NEO:

2016 MasterCard Proxy  51

Executive Compensation • Compensation Discussion and Analysis2019 MASTERCARD PROXY77


EXECUTIVE COMPENSATION

Health and welfare programs are available to all U.K. employees, including Ms. Cairns. These programs include medical, life insurance, accidental death and dismemberment insurance, disability insurance and business travel accident insurance. In addition, all eligible employees receive a Flex
NameStock OptionsPerformance Stock UnitsTotal
Ajay Banga$5,750,000$5,750,000$11,500,000
Martina Hund-Mejean$1,875,000$1,875,000$3,750,000
Ann Cairns$1,625,000$1,625,000$3,250,000
Gary J. Flood$1,625,000$1,625,000$3,250,000
The stock option awards have an exercise price
Allowance equal to 5% of $90.10 per share, which was the closing price of Class A common stock on the NYSE on March 1, 2016their annual base pay that can be used to purchase additional vacation days and will vest in four equal annual installments beginning on March 1, 2017.
The PSU designcoverage for the 2016 award is consistent with the 2015 design (see pg 46 for additional information). The number of PSUs awarded was converted from the dollar amount shown above using the grant date fair value which was based on a per share price of $90.10dental, family medical and standard equity valuation procedures, in accordance with GAAP. The PSU awards are not eligible for dividends or dividend equivalents prior to vesting. Vesting of the shares underlying the PSUs will occur, if at all, on February 28, 2019. The ultimate number of shares to be released on the vesting date will be based on meeting or exceeding average annual return on equity goals and achievement of net revenue, earnings per share and relative TSR targets determined by the HRCC for the 3-year performance period.life insurance.
Peer Group
group
The HRCC, with assistance from the independent compensation consultant and input from management, establishes MasterCard’sMastercard’s peer group that is used for market comparisons and benchmarking.group.
The selection process begins with a long list of potential peer companies, which is filtered using various criteria to determine the final list of peer companies. The following outlines the process that is undertaken by the HRCC to select the peer group:group, as well as the resulting list of peer companies, used for market comparisons, benchmarking and setting executive compensation for 2018:

2016 MasterCard Proxy  52

Executive Compensation • Compensation Discussion and Analysis


graphicpeergroup3.jpg
Initial List:
 Operate in similar industries
 Competitors for executive talent
 Consider MasterCard as a peer, peers of our direct competitors and considered as peers by third parties (i.e., analysts and proxy advisors)
Size screens:
Revenue, market cap and market cap to revenue ratio
Performance Screens:
Revenue growth, operating margin
Business Screens:
Industry relevance, global presence
Secondary screens:
Company strategy, technology-focused companies, international and global brands, consulting services companies
Using the various screens shown above, the HRCC has established the following peer group for market comparisons and benchmarking:
1Consider initial list of companies 2Utilize an objective set of screens to create the list of potential peer companies 3Apply secondary list of screens to select the final peer group that in aggregate satisfies the desired objectives
Initial list:
•    Companies in similar industries
•    Competitors for executive talent
•    Companies that consider Mastercard a peer, are peers of our direct competitors or are considered to be our peers by third parties (i.e., analysts and proxy advisors)
 
Size screens:
•    Revenue, market cap and market cap to revenue ratio
Performance screens:
•    Revenue growth, operating margin
Business screens:
•    Industry relevance, global presence
 
Secondary screens:
•    Company strategy, technology-focused companies, international and global brands, consulting services companies

As shown below, MasterCard’s relative size rank within the peer group has remained consistent with the rankings at the time of the peer group inception in 2014.


2016 MasterCard Proxy  53

Executive Compensation • Compensation Discussion and Analysis782019 MASTERCARD PROXY


EXECUTIVE COMPENSATION

The compensation consultant used thisthe peer group to develop the market data and benchmarking materials that were provided to the HRCC to assist in the 20162018 executive compensation decision-makingdecision- making process.
Mastercard’s relative size rank within the peer group used for 2018 compensation decision making is shown below:
graphicpeergrouppercentile1.jpg
Note: As of year-end 2018.
The HRCC reviews the peer group annually and last approved changes in 2016 effective for 2017 and 2018. In 2018, following its annual review, the HRCC approved the following changes effective for 2019 compensation decision making:
Added: BlackRock, Booking Holdings and Fidelity National Information Services, each of which met multiple screening criteria
Removed: CA, Inc., Colgate-Palmolive and Qualcomm Incorporated, due to size and/or business model differences
While the HRCC relies on the peer group analysis to provide market data and relevant trend information, it does not target a percentile within this group and does not consider the peer group analysis as a substitute for its collective business judgment.
Severance Agreements
2019 compensation decisions
In February 2019, the HRCC made several compensation-related decisions with respect to our executives, including the NEOs. Using the methodology that we discussed earlier in the section titled “Total direct compensation for NEOs” and the process we earlier described in “Annual compensation decision-making participants and process” the HRCC approved the 2019 target compensation and performance targets for the year ending December 31, 2019 that will be used to determine cash incentive awards that may be paid to NEOs under the SEAICP and for the 2019 PSU awards.
There were no material changes to the design of the annual or long-term incentive plans.
The HRCC approved an increase to the annual base salaries for Messrs. Vosburg and Murphy to $625,000 and for Mr. Caldart to $600,000, each effective March 1, 2019. The base salaries for all other NEOs remained unchanged. The 2019 annual incentive award opportunities (as a percentage of base salary) under the SEAICP were increased for Messrs. Banga, Vosburg and Caldart to 250%, 125% and 115%, respectively.
LTIP awards for 2019 were higher than 2018 due to strong company and individual performance. The HRCC determined to recognize the company’s strong performance in 2018 primarily through a larger PSU award. On March 1, 2019, the HRCC granted the following aggregate dollar amounts of PSUs and stock options under our LTIP to each NEO:
Name Performance
stock units
 Stock
options
 Total
Ajay Banga $8,550,000 $7,450,000 $16,000,000
Martina Hund-Mejean $2,775,000 $2,375,000 $5,150,000
Craig Vosburg $1,730,000 $1,500,000 $3,230,000
Tim Murphy $1,605,000 $1,400,000 $3,005,000
Gilberto Caldart $880,000 $750,000 $1,630,000

2019 MASTERCARD PROXY79

MasterCard has entered into employment agreements

EXECUTIVE COMPENSATION

The PSU design for the 2019 awards is generally consistent with Mr. Banga and Ms. Hund-Mejean, eachthe 2018 design (you can find more information on pg 75). The number of PSUs awarded was converted from the dollar amounts shown above using the closing stock price on the date of grant, which provides severance under specified circumstances, and has entered into an employment agreement with Ms. Cairns, which provideswas $227.25, a change from previous methodology of using the grant date fair value to convert awards from dollar values to number of PSUs. The PSU awards are not eligible for noticedividends or dividend equivalents prior to termination. MasterCard has not amended any of these agreements other than to make administrative changes (including updates to comply with Section 409Avesting. Vesting of the Internal Revenue Code). Mr. Flood and Ms. Cairns are each covered by our standard severance and change-in-control plans for key executives.
Mr. McWilton had an employment agreement with MasterCard, which provided severance under specified circumstances, which was used to determine payments made to himshares underlying the PSUs will occur, if at the time he left the organization.
When making compensation decisions for the NEOs, the HRCC generally does not consider the potential payments that may be made in the future to the NEOsall, on February 28, 2022 unless earlier forfeited or accelerated in the event of termination of employmentdeath or a change-in-control. The employment agreements provide a general framework for compensation and generally set minimum levels of compensation, job responsibilities and severance arrangements governing the obligations of the parties following aqualifying termination of employment or a change-in-control of MasterCard. The potential severance payments to NEOs with employment agreements were approved as part of the overall employment agreement with the NEO (other than Ms. Cairns’ employment agreement, which does not provide for severance) after consideration by MasterCard of the need to attract key employees, preserve employee morale and encourage retention in the face of a potential disruptive impact of a termination of employment or a change-in-control of MasterCard. In addition, MasterCard believes that the severance payments provide an appropriate incentive for the executive to comply with the non-competition, non-solicitation and non-disclosure restrictions following a termination of employment. Moreover, the benefits provided to the NEOs in the event of a change-in-controlchange in control.
The ultimate number of MasterCardshares to be released on the payment date will be based on achievement of adjusted net revenue, adjusted earnings per share and relative TSR targets determined by the HRCC for the three-year performance period. In a design change for 2019, the shares issuable upon vesting of the PSUs are designedsubject to allowa mandatory one-year deferral period and will generally not be paid until February 28, 2023. The vested PSU awards are eligible for dividend equivalents during the mandatory one-year deferral period.
The stock option awards have an exercise price of $227.25 per share, which was the closing price of Class A common stock on the NYSE on March 1, 2019 and will vest in four equal annual installments beginning on March 1, 2020.
Additional compensation program features and policies
Stock ownership requirement and guideline
We believe meaningful equity ownership by our senior executives strengthens the alignment between the long-term interests of our senior executives and stockholders. In order to assess takeover bids objectivelyachieve this, the HRCC requires that Management Committee members (which includes all NEOs) attain the following levels of ownership of shares of the company’s common stock:
Stock ownership as multiple of base salary as of December 31, 2018
Role Requirement Actual  
 
43 times base salary
Value of share held counting toward Mr. Banga’s ownership requirement as of December 31, 2018
55 times base salary
Value of in-the-money vested and unexercised stock options (net of tax) held by Mr. Banga as of December 31, 2018 (which do not count toward his ownership requirement)
Ajay Banga 6 43 
Martina Hund-Mejean 4 15 
Craig Vosburg 4 8 
Tim Murphy 4 10 
Gilberto Caldart 4 17  
 
What counts toward requirement
•    Mastercard shares owned personally and beneficially
What does not count toward requirement
•    Unexercised stock options
•    Unvested RSUs and PSUs
Ann Cairns 4 26 
Other direct reports to the CEO 4  
Remaining Management Committee members 2  
  
Executives subject to an ownership requirement must retain at least 50% of the net shares received from each restricted and performance stock unit vesting event until they are in compliance with their sole focus beingownership requirement. Compliance with ownership requirements and guidelines are reviewed by the best interestsHRCC annually. For 2018, all of stockholders.our NEOs are in compliance with his or her ownership requirement.
For a further discussion of these severance arrangements, refer
In addition to the section entitled “Potential Payments Upon Terminationownership requirements described above, an ownership guideline of one times base salary is in place for approximately 140 key managers and executives who are given five years from the time they are promoted or Change-in-Control” that follows this Compensation Discussion and Analysis.hired to comply with their guideline.
Additional Compensation Program Features and Policies
802019 MASTERCARD PROXY

Stock Ownership Guidelines

The HRCC adopted stock ownership guidelines in December 2006 for the purpose of aligning the interests of the NEOs and other senior executives with the interests of stockholders. The ownership guidelines cover approximately 125 key managers and executives, including the NEOs. The guidelines call for ownership of one to six times the individual’s base salary in MasterCard stock. Shares of MasterCard stock held directly or indirectly by the NEOs are included in the calculation of an individual’s holdings; however, RSUs, PSUs and unexercised stock options are excluded. Individuals who are newly hired or promoted are given five years to attain the guideline’s ownership levels. Compliance with the ownership guidelines is reviewed byEXECUTIVE COMPENSATION

If the HRCC annually. If the committee determines that an executive is not in compliance with the guidelines, theyhis or her requirement or guideline, it may direct a larger percentage of the executive’s future compensation into equity-based compensation.
Under the guidelines, Mr. Banga is expected to hold at least six times his base salary in MasterCard stock, and the other NEOs are expected to hold at least four times their base salary in MasterCard stock. All of the NEOs have holdings that exceed the guidelines’ ownership levels.

2016 MasterCard Proxy  54

Executive Compensation • Compensation Discussion and Analysis


Stock Option Grant Practicesoption grant practices
The HRCC has adopted a policy with respect to equity awards that contains procedures to prevent stock option backdating or other timing issues. Under the policy, the HRCC has exclusive authority to grant equity awards to our NEOs. The policy provides that the committeeHRCC will approve annual equity grants to employees at a meeting prior to March 1 of each year, with the dollar amountsamount for such awards to be set at such meeting and grants to be made effective as of and with an exercise price reflecting the closing price of our Class A common stock on the NYSE on March 1 of each year. If March 1 falls on a weekend, the exercise price for any stock options granted will be the closing price of the stock on the last trading day prior to March 1. Grants of equity awards to new or newly promoted employees or to reflect promotions orfor other special events may be made at other times in the year. These off-cycle grants are issued using an exercise price that reflects the closing price of our Class A common stock on the effective date of the grant.
Clawbacks
In the event of an accounting restatement of materially inaccurate financial results, the SEAICP and LTIP, as well as the PSU grant agreements, include clawback provisions under which the company may recover performance-based compensation in excess of the amounts that would have been paid or earned based on the restated financial results. The PSU clawback is designed to recoup the shares awarded or, in the event the shares have been sold or transferred, the net proceeds from that sale or transfer. Beginning in 2019, the SEAICP and all equity award agreements include a provision allowing the company to recover compensation in cases where detrimental behavior causes material reputational or other harm to the company.
Our NEOs’ participation in the LTIP, our long-term incentive plan, is conditioned upon signing a non-solicitation, non-competition and non-disclosure agreement with MasterCard.Mastercard. The non-competition covenant is effective for 12 months, and the non-solicitation covenant is effective for 24 months (18 months, in Ms. Cairns’ case) after termination from MasterCard.Mastercard. The agreement also contains a provision for the recovery by MasterCard,Mastercard, in the event of a violation of the non-solicitation, non-competition or non-disclosure covenants, of gains realized from stock options exercised during the two-year period prior to the date of the violation and the value of any stock awards other than stock options that vested in the two-year period prior to the
violation or, to the extent no such stock award vested during that period, the gross amount of annual incentive payouts under the SEAICP.
In addition, the SEAICP and our grant agreements for PSUs include clawback provisions under which these awards are repayable to MasterCard in the event of a material financial restatement.
Risk Assessmentassessment
The HRCC has reviewed and assessed MasterCard’sMastercard’s compensation policies and practices for all employees, including our NEOs. Throughout the year, when establishing compensation program elements, making awards and determining final payouts for incentive compensation, the committeeHRCC considers the relationship of MasterCard’sMastercard’s risk oversight practices to employee compensation. The committeeHRCC believes that MasterCard’sMastercard’s compensation program and policies do not create or encourage excessive risk-takingrisk taking that is reasonably likely to have a material adverse effect on MasterCard. Several featuresMastercard.
Severance agreements
Mastercard has entered into an employment agreement with Ms. Hund-Mejean and, effective June 1, 2018, has entered into an amended employment agreement with Ms. Cairns, which agreements each provide severance under specified circumstances. Messrs. Banga, Vosburg and Murphy are each covered by our standard severance and change in control plans for key executives.
When making compensation decisions for the NEOs, the HRCC generally does not specifically consider the potential payments that may be made in the company’sfuture to the NEOs in the event of termination of employment or in connection with a change in control. The employment agreements provide a general framework for compensation, programsetting minimum levels of compensation, job responsibilities and policies mitigateseverance arrangements governing the obligations of the parties following a termination of employment (either in connection with, or reduceindependent of, a change in control of Mastercard), and the likelihoodpotential severance payments to Ms. Hund-Mejean under her employment agreement were approved as part of excessive risk-takingthe overall employment agreement after consideration by employees, includingMastercard of the following:need to attract this key executive and encourage retention in the face of the potential disruptive impact of a termination of employment (either in connection with, or independent of, a change in control of Mastercard). Similarly, the potential severance payments to Ms. Cairns under her amended employment agreement were approved in order to reflect her change in role and to retain this key executive following her appointment as Vice Chairman, effective June 1, 2018.
In addition, Mastercard believes that severance payments provide an appropriate incentive for executives to comply with the non-competition, non-solicitation and non-disclosure restrictions following a termination of employment. Moreover, the benefits provided to the NEOs in the event of

The core principles and compensation program elements discussed above are designed to align compensation goals with stockholder interests

The funded pool of our SEAICP is capped at 200% of the aggregate of all target bonuses, and individual awards in the plan may not exceed 250% of any individual’s target bonus

Pay typically consists of a mix of fixed and variable compensation, with the variable compensation designed to reward both short- and long-term corporate performance

The SEAICP and agreements for grants of PSUs contain a clawback provision for material restatements of financial results

The number of shares of our Class A common stock that can be issued upon satisfaction of the performance goals in our PSUs is capped at 200% of target

A significant portion of our executive officers’ total direct compensation is in the form of equity-based incentive awards that vest over multiple years

Approximately 125 key managers and executives, including the NEOs, are covered by MasterCard’s stock ownership guidelines, which calls for ownership of one to six times the individual’s base salary

Grants of long-term incentive awards are conditioned on execution by participants of a non-solicitation, non-competition and non-disclosure agreement, and the grant agreements contain a clawback policy for violations of the non-solicitation, non-competition or non-disclosure covenants
The HRCC has the ability to use, and has used, its discretion to reduce payouts under the SEAICP

2016 MasterCard Proxy  55

Executive Compensation • Compensation Discussion and Analysis2019 MASTERCARD PROXY81


EXECUTIVE COMPENSATION

termination of employment in connection with a change in control of Mastercard are designed to allow the executives to assess takeover bids objectively and to maintain their sole focus on keeping the interests of stockholders the top priority.
You can find further discussion of these severance arrangements in the “Potential payments upon termination or change in control” section that follows this CD&A.
Tax Implications—Deductibilityimplications – deductibility of Executive Compensationexecutive compensation
As part of its role, the HRCC reviews and considers the limitations on the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code, which requires that public companies meet specific criteria in orderCode. As amended by the Tax Cuts and Jobs Act of 2017 (“TCJA”), for tax years beginning after December 31, 2017, Section 162(m) limits to deduct, for$1 million the federal income tax purposes,deduction allowed for annual individual compensation over $1,000,000 paid to their CEOour Chief Executive Officer, Chief Financial Officer, and certain other current and former executive officers. Prior to eachthe enactment of their three highest compensated executive officers excluding their CEOthe TCJA, Section 162(m)’s deduction limit included an exception for “performance-based” compensation that permitted qualifying compensation to be deductible even if it exceeded the $1 million limit, and CFO. SEAICP payments,awards, stock options and PSUs aregranted to our NEOs were intended to qualifyso qualify. However, as performance-basedof January 1, 2018, compensation andpaid to our NEOs in excess of $1 million will not be fully deductible unless it qualifies for federal incometransition relief applicable to certain arrangements in place as of November 2, 2017. Notwithstanding these tax purposes. The committee continues to maintainchanges, the option of granting RSUs, which are subject to the deduction limitations under Section 162(m), on a limited basis. The HRCC may also approve compensation that does not qualify for a deduction under Section 162(m) if it determines that it is appropriate to do so in light of other competing interests and goals such as the attraction and retention of key executives. In particular, the committee believes that its primary responsibility is to provide a compensation program that attracts, retains and rewards the executive talent needed for MasterCard’s success. Consequently, in 2015,Mastercard’s success and that a significant portion of our NEOs’ compensation should continue to be tied to Mastercard’s performance. Therefore, the HRCC authorizedchanges to Section 162(m) have not significantly impacted the design of our compensation in excess of $1,000,000program to Mr. Banga that is not performance-based under Section 162(m).date.
COMPENSATION COMMITTEE REPORT
Compensation Committee report
The HRCC has reviewed and discussed the above CD&A with management, and, based on such review and discussions, the HRCC recommended to the Board that the CD&A be included in MasterCard’s 2015this Proxy statement, which has been incorporated by reference to Mastercard’s 2018 Form 10-K and in this proxy statement.10-K.
Human Resources & Compensation Committee
THE HUMAN RESOURCES AND COMPENSATION COMMITTEE
José Octavio Reyes Lagunes, Chairman
Silvio Barzi
Steven Freiberg
Julius Genachowski
Marc Olivié
(April 2016)
José Octavio Reyes Lagunes, Chairman
Silvio Barzi*
Richard K. Davis
Steven J. Freiberg
Julius Genachowski
Merit E. Janow
Oki Matsumoto
(April 2019)

COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
None*through the date of the members of the HRCC has ever served as an officer or employee of MasterCard or had any disclosable related person transaction in which MasterCard was a participant during the last fiscal year. In addition, no executive officer of MasterCard serves on the compensation committee or board of directors of a company for which any of our directors serves as an executive officer.

Annual Meeting
2016 MasterCard Proxy  56


Executive Compensation822019 MASTERCARD PROXY


EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLESummary compensation table
The following table summarizestables summarize the total compensation paid or earnedof our NEOs for 2015, 2014fiscal years 2018, 2017 and 2013 by each of the NEOs, who consist of individuals who served as our principal executive officer, our principal financial officer and our three other most highly compensated executive officers during the year ended December 31, 2015. 2016:
Name and
Principal
Position
Year   
Salary
($)   
Bonus
($)     
Stock
Awards
($) 
Option
Awards
($)
Non-Equity
Incentive Plan  
Compensation  
($) 
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)
All Other
Compensation  
($)
Total
($)
(a)(b)(c)(d)
(e)1
(f)2
(g)3
(h)(i)(j)

Ajay Banga
President and Chief
Executive Officer
20151,200,0005,249,8605,250,0053,588,000 250,598
(4) 
15,538,463
20141,058,3334,250,0484,250,0173,578,000 269,643 13,406,041
20131,000,0004,250,4664,249,9522,535,000 327,172 12,362,590
Martina
Hund-Mejean
Chief Financial
Officer
2015641,6671,625,0041,624,9831,172,438 57,537
(4) 
5,121,629
2014600,0001,400,0761,400,0201,238,250 78,806 4,717,152
2013600,0001,250,2361,250,073862,500 78,806 4,041,615

Ann Cairns(5)
President,
International
Markets
2015665,6331,300,0231,300,0011,133,678 94,137
(4) 
4,493,472
2014619,7781,200,0091,200,0171,232,779 95,159 4,347,742
2013585,9351,075,0681,074,9441,015,589 90,036 3,841,572
Gary J. Flood
President, Global
Products and
Solutions
2015641,6671,300,0231,300,0011,088,100
(6) 
59,013
(4) 
4,388,804
2014600,0001,300,0421,299,9901,190,62523,664 78,943 4,493,264
2013600,0001,150,0601,149,9291,039,96817,009 78,943 4,035,909

Chris A. McWilton
President, North
America
2015641,6671,300,0231,300,001989,3811,622,993
(6) 
58,761
(4) 
5,912,826
2014600,0001,200,0091,200,0171,193,438787,158 83,140 5,063,762
2013600,0001,100,2521,100,104948,75029,708 78,806 3,857,620
Name and principal position Year Salary
($)
 Bonus
($)
 Stock
awards
($)
 Option
awards
($)
 Non-equity
incentive plan
compensation
($)
 Change in pension
value and non-qualified
deferred compensation
earnings
($)
 
All other
compensation
($)
 Total
($)
(a) (b) (c) (d) 
(e)1
 
(f)2
 
(g)3
 (h) 
(i)4
 (j)
Ajay Banga
President and Chief 
Executive Officer
 2018 1,250,000  6,750,004 6,749,972 5,288,090  341,287 20,379,353
 2017 1,241,667  6,250,006 6,250,027 4,712,500  230,268 18,684,468
 2016 1,200,000  5,750,003 5,749,990 4,032,000  160,063 16,892,056
Martina Hund-Mejean
Chief Financial Officer
 2018 750,000  2,375,140 2,374,981 1,921,064  73,400 7,494,585
 2017 741,667  2,125,040 2,125,038 1,582,033  67,800 6,641,578
 2016 691,667  1,875,053 1,875,019 1,308,125  63,409 5,813,273
Craig Vosburg
President, North America
 2018 600,000  1,350,046 1,350,027 1,361,536  57,556 4,719,165
 2017 591,667  1,150,011 1,149,987 975,000  52,519 3,919,184
Tim Murphy
General Counsel
 2018 600,000  1,200,016 1,200,006 1,413,903  57,556 4,471,481
Gilberto Caldart
President, International
 2018 535,417  500,101 499,962 969,650  1,347,143 3,852,273
Ann Cairns5
Former President, International
 2018 
520,805 6
  1,775,019 1,775,060 430,336  1,507 4,502,727
 2017 593,759  1,775,075 1,774,998 1,155,847  1,720 5,301,399
 2016 609,427  1,625,089 1,625,007 1,087,502  22,619 4,969,644
1 Represents the aggregate grant date fair value of stock awards made to each NEO. Each amount represents aggregate fair value as of the service inception date for stock awards made with performance conditions. Aggregate grant date fair value reported for stock awards made with performance conditions is based on target performance, which was the probable outcome of the performance conditions as of the grant date. Assuming maximum performance level were to be achieved with respect to awards with performance conditions, the value of the stock awards made with performance conditions granted to each of the named executive officers as of the grant date for 2015 would be as follows: Mr. Banga—$10,499,720; Ms. Hund-Mejean—$3,250,008; Ms. Cairns—$2,600,046; Mr. Flood—$2,600,046; Mr. McWilton—$2,600,046. Further details with respect to these awards are included in Note 15 (Share-Based Payments) to MasterCard’s audited financial statements for the year ended December 31, 2015 included in the 2015 Form 10-K.
2 Represents the aggregate grant date fair value of stock option awards computed in accordance with GAAP made to each NEO. Assumptions used in the calculation are included in Note 15 (Share-Based Payments) to MasterCard’s audited financial statements for the year ended December 31, 2015 included in the 2015 Form 10-K.
3 Amount represents performance-based incentive compensation paid in February of the next fiscal year but earned by the NEOs in the year indicated pursuant to the SEAICP.
4 See the All Other Compensation in 2015 table following the Summary Compensation Table for information with respect to this amount.
5 Cash amounts received by Ms. Cairns pursuant to her agreement are paid in British pounds. In calculating the U.S. dollar equivalent for amounts that are not denominated in U.S. dollars, MasterCard translates each payment to Ms. Cairns into U.S. dollars based on an average exchange rate as of the first business day for each month during the applicable year. The average exchange rate for 2015 was 1.530558 U.S. dollars per British pound.
6 Amounts reflect the actuarial increase in the present value of benefits under the SERP for Mr. McWilton and benefits under MAP related to Messrs. McWilton and Flood. The MAP was terminated and all assets were transferred out of the plan in August 2015; therefore, MAP amounts are only shown for 2013 and 2014.


2016 MasterCard Proxy  571
Represents the aggregate grant date fair value of stock awards made to each NEO computed in accordance with FASB ASC Topic 718 excluding the effect of estimated forfeitures. Each amount represents aggregate fair value as of the service inception date for stock awards made with performance conditions. Aggregate grant date fair value reported for stock awards made with performance conditions is based on target performance, which was the probable outcome of the performance conditions as of the grant date. Assuming maximum performance levels were to be achieved with respect to awards with performance conditions, the value of the stock awards made with performance conditions granted to each of the named executive officers as of the grant date for 2018 would be as follows: Mr. Banga—$13,500,008; Ms. Hund-Mejean—$4,750,280; Mr. Vosburg—$2,700,092; Mr. Murphy—$2,400,032; Mr. Caldart—$1,000,202; Ms. Cairns—$3,550,038. Further details with respect to these awards are included in Note 17 (Share-Based Payments) to Mastercard’s audited financial statements for the year ended December 31, 2018 included in the 2018 Form 10-K.

2
Represents the aggregate grant date fair value of stock option awards computed in accordance with FASB ASC Topic 718 excluding the effect of estimated forfeitures made to each NEO. Assumptions used in the calculation are included in Note 17 (Share-Based Payments) to Mastercard’s audited financial statements for the year ended December 31, 2018 included in the 2018 Form 10-K.
3
Amount represents performance-based incentive compensation paid in February of the next fiscal year but earned by the NEOs in the year indicated pursuant to the SEAICP.
4
See the All Other Compensation in 2018 table following this Summary Compensation Table for information with respect to this amount for 2018.
5
Cash amounts received by Ms. Cairns pursuant to her agreement are paid in British pounds. In calculating the U.S. dollar equivalent for amounts that are not denominated in U.S. dollars, Mastercard translates each payment to Ms. Cairns into U.S. dollars based on an average exchange rate as of the first business day for each month during the applicable year. The average exchange rate for 2018 was 1.3366 U.S. dollars per British pound.
6
Salary for Ms. Cairns for 2018 includes cash payments totaling $60,653 made to her in lieu of a company pension contribution.

Executive Compensation2019 MASTERCARD PROXY83


EXECUTIVE COMPENSATION

ALL OTHER COMPENSATION IN 2015All other compensation in 2018
The following table sets forth certain information with respect to the “All Other Compensation”other compensation” column of the Summary Compensation Table for 20152018 for the NEOs.NEOs:
Name
Perquisites & Other Personal Benefits
($)
Registrant Contributions to Defined Contribution Plans
($)  
Insurance Premiums
($)  
 Perquisites & other
personal benefits
($)
 Company contributions to
defined contribution plans
($)
 Insurance premiums
($)
 
Expatriate benefit 
($)
Total
($)
(a)
(b)1
(d)2
(e)3
 
(b)1
 
(c)2
 
(d)3
 
(e)4
 
Ajay Banga142,924104,9382,736 $218,912 $117,125 $5,250 $341,287
Martina Hund-Mejean56,0831,454  $70,250 $3,150 $73,400
Craig Vosburg  $56,188 $1,368 $57,556
Tim Murphy  $56,188 $1,368 $57,556
Gilberto Caldart  $50,407 $1,839 $1,294,897$1,347,143
Ann Cairns92,0732,064   $1,507 $1,507
Gary J. Flood56,0832,930
Chris A. McWilton56,0832,678
1Amounts represent (a) aggregate incremental cost to MasterCard for personal use of a leased corporate aircraft ($86,183) which is based on the variable costs to MasterCard for operating the aircraft and includes fuel costs, hourly flight charges and associated taxes. Mr. Banga reimbursed MasterCard for personal travel on the corporate aircraft at the Standard Industry Fare Level, or SIFL, rate; and (b) aggregate incremental cost to MasterCard of $56,741 with respect to personal use of a company-leased car by Mr. Banga, which is based on the allocation between personal and business use (based on mileage), for the cost of lease payments, driver compensation, insurance premiums and fuel expense in 2015.
2For Ms. Hund-Mejean and Messrs. Banga, Flood and McWilton amounts represent (a) matching contributions of up to 7.5% of eligible compensation and an annual discretionary company contribution of 1.25% of eligible compensation under the Savings Plan ($23,125 in total to each of these NEOs); and (b) MasterCard contributions to the Restoration Program (Mr. Banga—$81,813; Ms. Hund-Mejean—$32,958; Mr. Flood—$32,958; Mr. McWilton—$32,958). For Ms. Cairns, amount represents a contribution made by MasterCard under the MasterCard U.K. Pension Plan, a defined contribution plan, during 2015 and is translated using an exchange rate of 1.530558 U.S. dollars per British pound (calculated as described in footnote 5 of the Summary Compensation Table).
3Amounts represent 2015 premiums paid by MasterCard for executive life insurance coverage.
1
Amounts represent (1) the aggregate incremental cost to Mastercard for personal use of a leased corporate aircraft ($184,170), which is based on the variable costs to Mastercard for operating the aircraft and includes fuel costs, hourly flight charges and associated taxes (less a reimbursement to Mastercard by Mr. Banga for personal travel on the corporate aircraft); and (2) the aggregate incremental cost to Mastercard of $34,742 with respect to personal use of a company-leased car by Mr. Banga, which is based on the allocation between personal and business use (based on mileage), for the cost of lease payments, insurance premiums and fuel expense in 2018.
2
For Ms. Hund-Mejean and Messrs. Banga, Caldart, Murphy and Vosburg, amounts represent (1) matching contributions under the Savings Plan (Mr. Banga—$24,000; Ms. Hund-Mejean—$24,000; Mr. Caldart—$24,365; Mr. Vosburg—$24,000; Mr. Murphy—$24,000); and (2) Mastercard contributions to the Restoration Program (Mr. Banga—$93,125; Ms. Hund-Mejean—$46,250; Mr. Caldart—$26,042; Mr. Vosburg—$32,188; Mr. Murphy—$32,188).
3
Amounts represent 2018 premiums paid by Mastercard for executive life insurance coverage.
4
These amounts reflect net expatriate benefits under our Standard Global Mobility Program in connection with Mr. Caldart’s assignments during 2018. Amount listed includes relocation costs ($76,572), standard assignment allowances ($187,622), and tax equalization and host country tax payments ($1,030,703).

2016 MasterCard Proxy  58
84
2019 MASTERCARD PROXY

Executive Compensation • Compensation Discussion and Analysis


EXECUTIVE COMPENSATION

GRANTS OF PLAN-BASED AWARDS IN 2015Grants of plan-based awards in 2018
The following table sets forth certain information with respect to awards granted during the year ended December 31, 20152018 to each of our NEOs.NEOs:
NameGrant Date
Date of
Action1,2
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards2            
Estimated Future Payouts Under
Equity Incentive Plan Awards3
All Other
Stock
Awards:
 Number of 
Shares of
Stock or
Units (#)
All Other
Option
Awards:
Number of
Securities
Underlying
Options (#) 
Exercise
or Base
Price of
Option
Awards
($ / Sh)
Grant Date
Fair Value of
Stock and
Option
Awards
($)
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)  
Maximum
(#)
(a)(b) (c)(d)(e)(f)(g)(h)(i)
(j)4
(k)
(l)5
Ajay Banga3/1/20152/2/2015       303,644$90.13$5,250,005
3/1/20152/2/2015   26,47752,954105,908   $5,249,860
 2/2/2015$1,200,000$2,400,000$6,000,000       
Martina Hund-Mejean3/1/20152/2/2015       93,984$90.13$1,624,983
3/1/20152/2/2015   8,19616,39132,782   $1,625,004
 2/2/2015$406,250$812,500$2,031,250       
Ann Cairns3/1/20152/2/2015       75,188$90.13$1,300,001
3/1/20152/2/2015   6,55713,11326,226   $1,300,023
 2/2/2015$406,250$812,500$2,031,250       
Gary J. Flood3/1/20152/2/2015       75,188$90.13$1,300,001
3/1/20152/2/2015   6,55713,11326,226   $1,300,023
 2/2/2015$406,250$812,500$2,031,250       
Chris A. McWilton3/1/20152/2/2015       75,188$90.13$1,300,001
3/1/20152/2/2015   6,55713,11326,226   $1,300,023
 2/2/2015$406,250$812,500$2,031,250       
Name Grant
date
 
Date of
action
1,2
 
Estimated possible payouts under
non-equity incentive plan awards
2
 
Estimated future payouts under
equity incentive plan awards
3
 All other
stock
awards:
number of
shares of
stock or
units
(#)
 All other
option
awards:
number of
securities
underlying
options
(#)
 Exercise
or base
price of
option
awards
($/Sh)
 Grant date
fair value of
stock and
option
awards
($)
Threshold
($)
 Target
($)
 Maximum
($)
Threshold
(#)
 Target
(#)
 Maximum
(#)
(a) (b)   (c) (d) (e) (f) (g) (h) (i) 
(j)4
 (k) 
(l)5
Ajay Banga 3/1/2018 2/5/2018               165,036 $173.49 $6,749,972
 3/1/2018 2/5/2018       14,915 29,829 59,658       $6,750,004
   2/5/2018 $1,250,000 $2,500,000 $6,250,000              
Martina Hund-Mejean 3/1/2018 2/5/2018               58,068 $173.49 $2,374,981
 3/1/2018 2/5/2018       5,248 10,496 20,992       $2,375,140
   2/5/2018 $468,750 $937,500 $2,343,750              
Craig Vosburg 3/1/2018 2/5/2018               33,008 $173.49 $1,350,027
 3/1/2018 2/5/2018 
   
 2,983 5,966 11,932       $1,350,046
   2/5/2018 $345,000 $690,000 $1,725,000     
        
Tim Murphy 3/1/2018 2/5/2018               29,340 $173.49 $1,200,006
 3/1/2018 2/5/2018       2,652 5,303 10,606       $1,200,016
   2/5/2018 $345,000 $690,000 $1,725,000              
Gilberto Caldart 3/1/2018 2/5/2018               12,224 $173.49 $499,962
 3/1/2018 2/5/2018       1,105 2,210 4,420       $500,101
   2/5/2018 $263,624 $527,247 $1,318,118              
Ann Cairns 3/1/2018 2/5/2018               43,400 $173.49 $1,775,060
 3/1/2018 2/5/2018       3,922 7,844 15,688       $1,775,019
   2/5/2018 $168,065 $336,130 $840,325              
1 On February 2, 2015, the HRCC approved grants of stock options and PSUs under the LTIP to the specified NEOs that were granted on March 1, 2015. The grants of stock options were made in accordance with MasterCard’s policy for grants of stock options. For additional details, see “Stock Option Grant Practices” in the CD&A that precedes these tables.
2 On February 2, 2015, the HRCC established threshold, target, and maximum payouts for all NEOs under our SEAICP for 2015. Actual payout amounts under the SEAICP for 2015 are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. See “Executive Compensation Program Elements-Annual Incentive” in the CD&A that precedes these tables.
3 Represents an award of PSUs granted on March 1, 2015. The PSUs vest in full, if at all, on February 28, 2018. The actual number of shares of Class A common stock to be issued with respect to the PSU awards will be determined based on MasterCard’s performance over the three-year period ending December 31, 2017.
4 Represents a grant of stock options having a ten-year term and vesting in 25% increments on each of March 1, 2016, 2017, 2018 and 2019.
5 Represents, as applicable, the grant date fair value or the fair value as of the service inception date. Further details with respect to these awards are included in Note 15 (Share-Based Payments) to MasterCard’s audited financial statements for the year ended December 31, 2015 included in the 2015 Form 10-K. PSUs are reflected at target value.

2016 MasterCard Proxy  591
On February 5, 2018, the HRCC approved grants of stock options and PSUs under the LTIP to the specified NEOs that were granted on March 1, 2018. The grants of stock options were made in accordance with Mastercard’s policy for grants of stock options. For additional details, see “Stock option grant practices” in the CD&A that precedes these tables.

2
On February 5, 2018, the HRCC established threshold, target and maximum payouts for all NEOs under our SEAICP for 2018. Actual payout amounts under the SEAICP for 2018 are included in the “Non-equity incentive plan compensation” column of the Summary Compensation Table. See “Executive compensation program elements – Annual incentive” in the CD&A that precedes these tables.
3
Represents an award of PSUs granted on March 1, 2018. The PSUs vest in full, if at all, on February 28, 2021. The actual number of shares of Class A common stock to be issued with respect to the PSU awards will be determined based on Mastercard’s performance over the three-year period ending December 31, 2020.
4
Represents a grant of stock options having a 10-year term and vesting in 25% increments on each of March 1, 2019, 2020, 2021 and 2022.
5
Represents, as applicable, the grant date fair value or the fair value as of the service inception date, in each case, as computed in accordance with FASB ASC Topic 718 excluding the effect of estimated forfeitures. Further details with respect to these awards and assumptions used in their calculation are included in Note 15 (Share-Based Payments) to Mastercard’s audited financial statements for the year ended December 31, 2018 included in the 2018 Form 10-K. PSUs are reflected based on the aggregate grant date fair value based on target performance, which was the probable outcome of the performance conditions as of the grant date.

Executive Compensation2019 MASTERCARD PROXY85


EXECUTIVE COMPENSATION

OUTSTANDING EQUITY AWARDS AT 2015 FISCAL YEAR-ENDOutstanding equity awards at 2018 fiscal year end
The following table sets forth certain information with respect to all outstanding option awards and stock awards held by each of our NEOs on December 31, 2015.2018:
 Option AwardsStock Awards
Name
Stock Option
Grant Date
Number of Securities Underlying Unexercised Options (#)
Exercisable
Number of Securities Underlying Unexercised Options (#)
Unexercisable
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
Option Exercise Price
($)
Option Expiration Date
Number of Shares or Units of Stock That Have Not Vested
(#)
Market Value of Shares or Units of Stock That Have Not Vested
($)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
Equity 
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
(a) (b)(c)(d)(e)(f)(g)
(h)1
(i)2
(j)1
Ajay Banga      
118,178 9
$11,505,810107,379$10,454,419
3/1/2010 3
129,740$23.2743/1/2020    
3/1/2011 4
278,040$24.0363/1/2021    
3/1/2012 5
189,45063,150$42.0433/1/2022    
3/1/2013 6
172,300172,300$51.8303/1/2023    
3/1/2014 7
74,353223,059$77.7203/1/2024    
3/1/2015 8
303,644$90.1303/1/2025    
Martina Hund-Mejean      
53,621 10
$5,220,54134,320$3,341,395
3/1/2011 4
70,200$24.0363/1/2021    
3/1/2012 5
45,48015,160$42.0433/1/2022    
3/1/2013 6
50,68050,680$51.8303/1/2023    
3/1/2014 7
24,49373,479$77.7203/1/2024    
3/1/2015 8
93,984 $90.1303/1/2025    
Ann Cairns      
29,891 9
$2,910,18828,480$2,772,813
3/1/2012 5
12,630$42.0433/1/2022    
3/1/2013 6
43,58043,580$51.8303/1/2023    
3/1/2014 7
20,99462,982$77.7203/1/2024    
3/1/2015 8
75,188$90.1303/1/2025    
Gary J. Flood      
31,976 9
$3,113,18329,761$2,897,531
3/1/2010 3
4,440$23.2743/1/2020    
3/1/2011 4
42,880$24.0363/1/2021    
3/1/2012 5
45,48015,160$42.0433/1/2022    
3/1/2013 6
46,62046,620$51.8303/1/2023    
3/1/2014 7
22,74368,229$77.7203/1/2024    
3/1/2015 8
75,188$90.1303/1/2025    

Chris A.
McWilton
      
30,591 9
$2,978,34028,480$2,772,813
3/1/2011 4
40,000$24.0363/1/2021    
3/1/2012 5
42,93014,310$42.0433/1/2022    
3/1/2013 6
44,60044,600$51.8303/1/2023    
3/1/2014 7
20,99462,982$77.7203/1/2024    
3/1/2015 8
75,188$90.1303/1/2025    
1 Value is based on the December 31, 2015 per share closing market price of Class A common stock on the NYSE of $97.36.
2 Represents (a) for each named executive officer a number of PSUs granted on March 1, 2014, which vest, if at all, on February 28, 2017 and (b) a number of PSUs granted on March 1, 2015, which vest, if at all, on February 28, 2018. The number of shares for the PSUs granted on March 1, 2014 and March 1, 2015 corresponds to the target number of shares that would be issued upon vesting. The actual number of shares of Class A common stock to be issued and actual payout value of unearned shares with respect to the PSU awards granted on each of March 1, 2014 and March 1, 2015 will be determined based on MasterCard’s performance over the 3-year performance periods ending December 31, 2016 and December 31, 2017, respectively.
3 Represents stock options granted during 2010 and vested in 25% increments on each of March 1, 2011, 2012, 2013 and 2014.
4 Represents stock options granted during 2011 and vested in 25% increments on each of March 1, 2012, 2013, 2014 and 2015.
  Option awards Stock awards
Name Stock
option
grant
date
 Number of
securities
underlying
unexercised
options (#)
exercisable
 Number of
securities
underlying
unexercised
options (#)
unexercisable
 Equity incentive
plan awards:
number of
securities underlying
unexercised
unearned options (#)
 Option
exercise
price ($)
 Option
expiration
date
 Number of
shares or
units of
stock that
have not
vested (#)
 
Market value
of shares or units
of stock that
have not
vested ($)
2
 Equity incentive plan
awards: number of
unearned shares,
units or other rights
that have not
vested (#)
 Equity incentive plan
awards: market
or payout value of
unearned shares, units
or other rights that
have not vested
(a)   (b) (c) (d) (e) (f) 
(g)1
 
(h)11
 
(i)3
 
(j)2
Ajay Banga             125,368 $23,650,673 158,668 $29,932,718
 
3/1/20124
 152,600   $42.04 3/1/2022        
 
3/1/20135
 344,600   $51.83 3/1/2023        
 
3/1/20146
 297,412   $77.72 3/1/2024        
 
3/1/20157
 227,733 75,911  $90.13 3/1/2025        
 
3/1/20168
 154,736 154,736  $90.10 3/1/2026        
 
3/1/20179
 73,599 220,797  $112.31 3/1/2027        
 
3/1/201810
  165,036  $173.49 3/1/2028        
Martina Hund-Mejean             40,882 $7,712,389 54,656 $10,310,854
 
3/1/20135
 47,360   $51.83 3/1/2023        
 
3/1/20146
 97,972   $77.72 3/1/2024        
 
3/1/20157
 70,488 23,496  $90.13 3/1/2025        
 
3/1/20168
 50,458 50,458  $90.10 3/1/2026        
 
3/1/20179
 25,024 75,072  $112.31 3/1/2027        
 
3/1/201810
  58,068  $173.49 3/1/2028        
Craig Vosburg             16,354 $3,085,182 30,150 $5,687,798
 
3/1/20146
    $77.72 3/1/2024   
    
 
3/1/20157
 12,471 4,157  $90.13 3/1/2025        
 
3/1/20168
 20,184 20,184  $90.10 3/1/2026        
 
3/1/20179
 13,542 40,626  $112.31 3/1/2027        
 
3/1/201810
  33,008  $173.49 3/1/2028        
Tim Murphy             17,988 $3,393,436 26,448 $4,989,415
 
3/1/20146
 7,873   $77.72 3/1/2024        
 
3/1/20157
 32,532 10,844  $90.13 3/1/2025        
 
3/1/20168
 22,202 22,202  $90.10 3/1/2026        
 
3/1/20179
 11,776 35,328  $112.31 3/1/2027        
 
3/1/201810
  29,340  $173.49 3/1/2028        

2016 MasterCard Proxy  60

862019 MASTERCARD PROXY


EXECUTIVE COMPENSATION

  Option awards Stock awards
Name Stock
option
grant
date
 Number of
securities
underlying
unexercised
options (#)
exercisable
 Number of
securities
underlying
unexercised
options (#)
unexercisable
 Equity incentive
plan awards:
number of
securities underlying
unexercised
unearned options (#)
 Option
exercise
price ($)
 Option
expiration
date
 Number of
shares or
units of
stock that
have not
vested (#)
 
Market value
of shares or units
of stock that
have not
vested ($)
2
 Equity incentive plan
awards: number of
unearned shares,
units or other rights
that have not
vested (#)
 Equity incentive plan
awards: market
or payout value of
unearned shares, units
or other rights that
have not vested
(a)   (b) (c) (d) (e) (f) 
(g)1
 
(h)11
 
(i)3
 
(j)2
Gilberto Caldart             8,722 $1,645,405 11,154 $2,104,202
 
3/1/20135
 22,280   $51.83 3/1/2023        
 
3/1/20146
 24,492   $77.72 3/1/2024        
 
3/1/20157
 15,723 5,241  $90.13 3/1/2025        
 
3/1/20168
 10,764 10,764  $90.10 3/1/2026        
 
3/1/20179
 5,005 15,015  $112.31 3/1/2027        
 
3/1/201810
  12,224  $173.49 3/1/2028        
Ann Cairns             35,432 6,684,247 43,808 8,264,379
 
3/1/20135
 21,790   $51.83 3/1/2023       
 
3/1/20146
 83,976   $77.72 3/1/2024     
 
 
3/1/20157
 56,391 18,797  $90.13 3/1/2025        
 
3/1/20168
 43,730 43,730  $90.10 3/1/2026        
 
3/1/20179
 20,902 62,706  $112.31 3/1/2027        
 
3/1/201810
  43,400  $173.49 3/1/2028        
Executive Compensation
1
Represents number of PSUs granted on March 1, 2016, which vested on February 28, 2019, with a performance level score of 200% based on Mastercard’s performance over a three-year performance period ending December 31 2018.
2
Value is based on the December 31, 2018 per share closing market price of Class A common stock on the NYSE of $188.65.
3
Represents for each named executive officer the number of PSUs granted on March 1, 2017 and March 1, 2018 assuming a maximum payout. The actual number of shares of Class A common stock to be issued and actual payout value of unearned shares with respect to the PSU awards granted on each of March 1, 2017 and March 1, 2018 will be determined based on Mastercard’s performance over the three-year performance periods ending December 31, 2019 and December 31, 2020, respectively.
4
Represents stock options granted during 2012 and vested in 25% increments on March 1 of each of 2013, 2014, 2015 and 2016.
5
Represents stock options granted during 2013 and vested in 25% increments on March 1 of each of 2014, 2015, 2016 and 2017.
6
Represents stock options granted during 2014 and vested in 25% increments on March 1 of each of 2015, 2016, 2017 and 2018.
7
Represents stock options granted during 2015 and vested in 25% increments on March 1 of each of 2016, 2017, 2018 and 2019.
8
Represents stock options granted during 2016 and vest in 25% increments on March 1 of each of 2017, 2018, 2019 and 2020.
9
Represents stock options granted during 2017 and vest in 25% increments on March 1 of each of 2018, 2019, 2020 and 2021.
10
Represents stock options granted during 2018 and vest in 25% increments on March 1 of each of 2019, 2020, 2021 and 2022. See the Grants of plan-based awards in 2018 table for more information.
11
Represents the value of PSUs granted on March 1, 2016, which vested on February 28, 2019, and correspond to the number of shares that were issued at a performance level of 200% based on Mastercard’s performance over the three-year performance period ending December 31, 2018.

2019 MASTERCARD PROXY87


EXECUTIVE COMPENSATION

5 RepresentsOption exercises and stock options granted during 2012 and vested in 25% increments on each of March 1, 2013, 2014, 2015 and 2016.
6 Represents stock options granted during 2013 and vest in 25% increments on each of March 1, 2014, 2015, 2016 and 2017.
7 Represents stock options granted during 2014 and vest in 25% increments on each of March 1, 2015, 2016, 2017 and 2018.
8 Represents stock options granted during 2015 and vest in 25% increments on each of March 1, 2016, 2017, 2018 and 2019. See the “Grants of Plan-Based Awards in 2015” table for more information.
9 Represents a number of PSUs granted on March 1, 2013, which vested on February 29, 2016, and correspond to the number of shares that were issued at a performance level of 155.6% based on MasterCard’s performance over the three-year performance period ending December 31, 2015.
10 Represents (a) RSUs awarded to Ms. Hund-Mejean on September 20, 2011, which vest on September 19, 2016 and (b) a number of PSUs granted on March 1, 2013, which vested on February 29, 2016, and correspond to the number of shares that were issued at a performance level of 155.6% based on MasterCard’s performance over the 3-year performance period ending December 31, 2015.
OPTION EXERCISES AND STOCK VESTED IN 2015
The following table sets forth certain information with respect to stock awards that vested for, and stock options whichthat were exercised by, each of our NEOs during the year ended December 31, 2015.2018:
Name     Option Awards        Stock Awards    
 Option awards Stock awards
Name
Number of
Shares
Acquired on
Exercise (#)
Value
Realized on
Exercise ($)1
Number of
Shares
Acquired on
Vesting (#)2
Value Realized on
Vesting ($)3
 Number of shares
acquired on exercise (#)
 
Value realized
on exercise ($)
1
 
Number of shares
acquired on vesting (#)
2
 
Value realized
on vesting ($)
3
(b)(c)(d)(e) (b) (c) (d) (e)
Ajay Banga64,870$4,423,206113,016$10,264,678 239,020 $36,903,709 95,423 $16,921,361
Martina Hund-Mejean64,880$4,838,40045,966$4,207,926 54,000 $8,020,166 29,537 $5,237,796
Craig Vosburg 17,496 $1,893,750 3,258 $577,741
Tim Murphy 23,619 $2,426,158 13,632 $2,417,363
Gilberto Caldart 12,630 $1,580,186 4,107 $728,294
Ann Cairns37,890$1,857,64422,603$2,052,917 0 $0 23,630 $4,190,308
Gary J. Flood14,000$1,017,86327,126$2,463,713
Chris A. McWilton46,420$2,958,21625,619$2,326,846
1 The value realized on exercise is calculated as the number of shares acquired upon exercise, multiplied by the difference between the per share market value on the date of exercise, less the option exercise price paid for the shares of Class A common stock.
2 For Ms. Hund-Mejean, value represents the number of RSUs and PSUs that vested during 2015. For the other NEOs, value represents the number of PSUs that vested during 2015.
3 Value realized upon vesting based on the average of the high and low market price per share of Class A common stock on the NYSE on the respective vesting date.

2016 MasterCard Proxy  611
The value realized on exercise is calculated as the number of shares acquired upon exercise, multiplied by the difference between the per share market value at the time of exercise less the option exercise price paid for the shares of Class A common stock.

2
Value represents the number of PSUs that vested during 2018.
3
Value realized upon vesting based on the average of the high and low market price per share of Class A common stock on the NYSE on the respective vesting date.

Executive Compensation

PENSION BENEFITS IN 2015
MAP
MasterCard historically maintained the MAP, a tax-qualified defined benefit pension plan, to provide retirement income to all U.S. employees who were participants in the plan on or prior to June 30, 2007. Under the MAP’s cash balance formula, a notional account was established for each participant, to which a percentage of the participant’s eligible compensation was credited (“pay credits”). In addition to the pay credits, a participant’s account under the MAP received interest credits based on the yield on 30-Year Treasury securities. Effective January 1, 2013, pay credits to the MAP ceased for all participants, including Messrs. Flood and McWilton, and interest credits continued to be earned. In 2014, the process to terminate the plan began and in 2015, the plan was ultimately terminated. In August of 2015, all assets, including the amounts payable to Messrs. Flood and McWilton, were transferred out of the plan. Therefore, the below table does not include any amounts in connection with the MAP.
SERP
The SERP in effect during 2015 provides Mr. McWilton, the last active employee participant, following his termination of employment, with a lump sum that is actuarially equivalent to an annuity for the life of the participant equal to 80% of his final 48-month average base pay reduced by (1) a benefit under a hypothetical prior employer benefit plan, (2) the benefits earned under the MAP as of the termination date, (3) the portion of the benefit under the Restoration Program related to the MAP benefit, including an assumed rate of return, as of the termination date, and (4) estimated Social Security benefits. To the extent that the offsets are greater than the aggregate SERP benefit, Mr. McWilton would not receive a payout under the SERP. Under the terms of Mr. McWilton’s employment agreement, he became vested in the SERP when he left MasterCard on December 31, 2015.
The following table shows the present value of accumulated benefits payable, as applicable, to Mr. McWilton, including the number of years of service credited under the SERP, determined using interest rate and mortality rate assumptions consistent with those used in our financial statements. The pension benefit discount rate used was 2.0%. Information regarding the SERP can be found in the CD&A under the heading “Other Elements of Compensation-Defined Benefit Plans” and in the summary of SERP benefits in the section entitled “Potential Payments Upon Termination or Change-in-Control”. Further details with respect to these plans are included in Note 11 (Pension, Postretirement and Savings Plans) to MasterCard’s audited financial statements for the year ended December 31, 2015 included in the 2015 Form 10-K.
NamePlan Name
Number of Years
Credited Service (#)
Present Value of
Accumulated Benefits
($)
Payments During Last
Fiscal Year ($)
(a)(b)(c)(d)(e)
Ajay BangaN/AN/AN/AN/A
Martina Hund-MejeanN/AN/AN/AN/A
Ann CairnsN/AN/AN/AN/A
Gary J. FloodN/AN/AN/AN/A
Chris A. McWiltonSERP114,493,993


88
2016 MasterCard Proxy  62
2019 MASTERCARD PROXY


Executive Compensation
EXECUTIVE COMPENSATION

POTENTIAL PAYMENTS UPON TERMINATION ORPotential payments upon termination
or change in control
CHANGE-IN-CONTROL
Employment Agreementsagreements and Arrangementsarrangements
MasterCardMastercard International is party to an employment agreement or arrangement with eachthree of our NEOs – Mr. Banga, Ms. Hund-Mejean and Ms. Cairns. In April 2018, Mastercard amended Ms. Cairns’ agreement in connection with her becoming Vice Chairman effective June 1, 2018. In addition, on April 10, 2018, the NEOs, other thanHRCC amended and restated the Mastercard International Executive Severance Plan and approved Mr. Flood. MasterCard historically has not amendedBanga to be eligible to participate in the plan. Severance benefits under the Executive Severance Plan are in lieu of any of these agreements other thanbenefits previously provided for administrative purposes. Theunder Mr. Banga’s employment agreements/arrangements for each NEOagreement. We have been publicly filed with the SEC.SEC our employment agreements/arrangements with each of our NEOs.
Below are descriptions of each of our NEO’s employment arrangements, including potential events of termination and related payments. See “Potential payments tables” (pgs 95-98) for specific amounts that would have been payable to each of our NEOs had a termination event occurred on December 31, 2018.
Term
The employment agreements for Mr. Banga and Ms. Hund-Mejean provide for automatic one-year renewals unless either party gives at least 90 daysdays’ prior written notice.
Mr. Flood and Ms. Cairns are employed at-will by MasterCard International and MasterCard U.K., respectively. Ms. Cairns is employed by Mastercard U.K. for an indefinite term (but not pastand may terminate her 65th birthday) and is subject to termination either by heremployment with six monthsmonths’ written notice or may be terminated by MasterCardMastercard U.K. with the longer of six months or the applicable statutory notice period.
Mr. McWilton left MasterCard on December 31, 2015.
Compensation
Each NEO receives a base salary that is subject to adjustment based on an annual performance review by the HRCC. Additionally, each executive is eligible to participate in annual and/or long termlong-term bonus or incentive plan(s) generally available to other executive officers, as well as other applicable MasterCardMastercard International or MasterCardMastercard U.K. employee compensation and benefit plans and programs, including the LTIP and SEAICP. For the period beginning June 1, 2018, Ms. Cairns is not eligible for future cash bonus payments.
TerminationMandatory retirement
Each executive other than Ms. Cairns is required to retire on the last day of Employmentthe calendar year in which he or she reaches the age of 65.

2019 MASTERCARD PROXY89


EXECUTIVE COMPENSATION

Events of termination of employment and related payments
Banga Hund-Mejean and McWiltonHund-Mejean
The following table sets forth termination events and applicable payments for Mr. Banga and Ms. Hund-Mejean and Mr. McWilton. Following his departure on December 31, 2015, Mr. McWilton has begun receiving the benefits contemplated pursuant to his existing employment agreement with MasterCard. His employment agreement has remained unchanged from prior years and the table below reflects only the applicable termination event and the actual payments he is receiving.





2016 MasterCard Proxy  63

Executive Compensation

Hund-Mejean:
Termination Eventevent* Termination PaymentComponents of termination payment
Death
graphicterminationevent1.jpg

Ÿ
•    Target annual incentive bonus for year in which termination occursif not already paid (plus the target annual incentive bonus earned for the previous year, if not already paid)

Disability
Ÿ•    For Mr. Banga, annual incentive bonus pro-ratedprorated for year of termination based upon MasterCard’sMastercard’s actual performance during the year in which termination occurs (subject to HRCC discretion) (plus the annual incentive bonus earned for the previous year, if not already paid)
Ÿ•    For Ms. Hund-Mejean, target annual incentive bonus pro-ratedprorated for year of termination (plus the target annual incentive bonus earned for the previous year, if not already paid)
For “Cause”,Cause, Voluntary Resignation or Non-Renewal by the Executiveexecutive 
Without Cause, with Good Reason or Non-Renewal by MasterCard International
ŸAnnual•    For Mr. Banga, no additional payments
•    For Ms. Hund-Mejean, who is retirement-eligible, annual incentive bonus pro-ratedprorated for year of termination based upon MasterCard’sMastercard’s actual performance during the year in which termination occurs (subject to HRCC discretion)
Without Cause, with Good Reason (other than in connection with a Change in Control for Mr. Banga) or (for Ms. Hund-Mejean) Non-Renewal by Mastercard International
•    Annual incentive bonus prorated for year of termination based upon Mastercard’s actual performance during the year in which termination occurs (subject to HRCC discretion) (plus the annual incentive bonus earned for the previous year, if not already paid)
ŸSeverance•    For Ms. Hund-Mejean, severance payable over 24 months (the severance period) equal to base salary continuation for 24 months plus 2 times the average annual bonus earned by the executive in the prior 2two years of employment before termination
Ÿ•    For Mr. Banga, base salary continuation for 18 months (the severance period) following termination (extendable by an additional six months in exchange for extended restrictive covenants at Mastercard’s sole discretion) plus an amount equal to 1.5 times the annual incentive bonus paid to the executive for the year prior to termination, paid ratably over the severance period in accordance with Mastercard’s annual incentive bonus pay practices (or up to an amount equal to two times the bonus for the prior year, payable over 24 months at Mastercard’s discretion)
•    Payment of the monthly premium for COBRA medical coverage premium for the applicable COBRA period (or, if shorter, the severance period), or, if the executive is eligible, the full cost of the MasterCardMastercard Retiree Health Plan during the severance period and thereafter thewith retiree contribution levels applyapplying thereafter
ŸFor Mr. McWilton, full and immediate vesting under the SERP
Ÿ•    Reasonable outplacement services for the shorter of the severance period or the period of unemployment

Mandatory Retirement
retirement
Ÿ
    Annual incentive bonus for year in which termination occurs (plus the annual incentive bonus earned for the previous year, if not already paid) based upon MasterCard’sMastercard’s actual performance (pro-rated(prorated for Ms. Hund-Mejean)
Ÿ Additional vested benefits to which the executive is entitled following termination










2016 MasterCard Proxy  64
*
For certain defined terms used in this table, see Definitions on pgs 93-94.


Executive Compensation902019 MASTERCARD PROXY


EXECUTIVE COMPENSATION

Cairns, Caldart, Murphy and FloodVosburg
Termination Eventsevents and Paymentspayments
The following table sets forth termination events and applicable payments for Ms. Cairns and Mr. Flood:Messrs. Caldart, Murphy and Vosburg.
Termination Eventevent* Termination PaymentComponents of termination payment
Death
graphicterminationevent2.jpg
Ÿ
•    Target annual incentive bonus for year in which termination occurs (plus the target annual incentive bonus earned for the previous year, if not already paid)
Disability
Ÿ
•    Target annual incentive bonus pro-ratedprorated for year of termination (plus the target annual incentive bonus earned for the previous year, if not already paid)
For “Cause”Cause or Voluntary Resignation 
Without Cause or With Good Reason
ŸAnnual•    For Messrs. Murphy and Vosburg, no additional payments
•    For Ms. Cairns and Mr. Caldart, who are retirement-eligible, annual incentive bonus pro-ratedprorated for year of termination based upon MasterCard’sMastercard’s actual performance during the year in which termination occurs (subject to HRCC discretion)
Without Cause or with
Good Reason
(not in connection with a Change in Control, with the exception of Ms. Cairns)
Executives other than Ms. Cairns:
•    Annual incentive bonus prorated for year of termination based upon Mastercard’s actual performance during the year in which termination occurs (subject to HRCC discretion) (plus the annual incentive bonus earned for the previous year, if not already paid)
Ÿ•    Base salary continuation for 18 months (the severance period) following termination (extendable by an additional 6six months in exchange for extended restrictive covenants at MasterCard’sMastercard’s sole discretion)
Ÿ•    An amount equal to 1.5 times the annual incentive bonus paid to the executive for the year prior to termination, paid ratably over the severance period and in accordance with MasterCard’sMastercard’s annual incentive bonus pay practices (or up to an amount equal to 2two times the bonus for the prior year, payable over 24 months in exchange for extended restrictive covenants at MasterCard’sMastercard’s discretion)
Ÿ•    Payment of the monthly COBRA medical coverage premium for the applicable period (or, if shorter, the severance period) (not applicable to Ms. Cairns) or, if the executive is eligible, the full cost of the MasterCardMastercard Retiree Health Plan during the severance period with retiree contribution levels applying thereafter
Ÿ•    Reasonable outplacement services for the shorter of the severance period or the period of unemployment
Ms. Cairns (benefits upon any termination of employment by Mastercard other than for gross misconduct):
•    Base salary continuation for 18 months following termination, based on base salary as of May 31, 2018
 •    An amount equal to 1.5 times the annual incentive bonus paid to the executive for 2017, paid ratably over the 18-month severance period
Mandatory Retirement
ŸAnnual
•    Other than Ms. Cairns, annual incentive bonus pro-ratedprorated for year of termination based upon MasterCard’sMastercard’s actual performance during the year in which termination occurs (subject to HRCC discretion) (plus the annual incentive bonus earned for the previous year, inif not already paid)
*For certain defined terms used in this table, see Definitions on pg 93-94.

2019 MASTERCARD PROXY91


EXECUTIVE COMPENSATION

Additional Termination Eventstermination events and Paymentspayments for Ms. Cairns MasterCard
Mastercard U.K. may elect, in lieu of providing notice of termination, to pay Ms. Cairns’ base salary and the value of any other contractual benefits she would have otherwise received during the notice period. Additionally, MasterCardMastercard U.K. may terminate Ms. Cairns’ employment at any time and without notice in the event that she engages in gross misconduct, including theft, damage to company property, fraud, conviction of certain crimes, incapacity to work due to being under the influence of alcohol or illegal drugs, in the loading of unlicensed or illegal software onto company hardware, deliberate breach of company policies on use of computer systems and software, physical assault or gross insubordination, unauthorized use or
disclosure of confidential information, repeated material breach of her obligations to MasterCardMastercard U.K., personal bankruptcy or mental disability as a patient under applicable laws.

2016 MasterCard Proxy  65

Executive Compensation

“Double Trigger” Change-in-Control Paymentstrigger” Change in Control payments
If, within the six months preceding or two years following a Change-In-Control, either Mr. FloodChange in Control, Messrs. Banga, Caldart, Murphy or Ms. CairnsVosburg terminates theirhis employment with MasterCardMastercard International or its successor for Good Reason or is terminated by MasterCardMastercard International or its successor without Cause, he or she will be entitled to the following termination payments:
Double-Trigger” Severance PaymentsDouble-trigger” Change in Control severance payments
Ÿ    Lump sum payments within 30 days following date of termination of (1) all base salary earned but not paid and (2) all accrued but unused vacation time
Ÿ    Pro-rata•    Pro rata portion of the annual incentive bonus payable in year of termination and previous year, if not already paid
Ÿ    Base salary continuation for 24 months following termination (the severance period)
but not beyond the employee’s mandatory retirement date
Ÿ    Annual bonus payments following the date of termination, the aggregate amount equal to the average annual bonus received by the executive over the prior 2two years of employment, payable ratably over the severance period
but not beyond the employee’s mandatory retirement date
Ÿ    Payment of the monthly premium for COBRA medical coverablecoverage premium for the applicable COBRA period or(or, if shorter, the severance period, if shorter (not applicable to Ms. Cairns);period) or, if the executive is eligible, for the MasterCard Retiree Health Plan, the full cost of the retiree health coverage forMastercard Retiree Health Plan during the severance period and thereafter thewith retiree contribution levels apply
applying thereafter
Ÿ    Reasonable outplacement services for the shorter of the severance period or the period of unemployment
Ÿ    Such additional benefits, if any, that the executive would be entitled to under applicable MasterCardMastercard plans and programs (other than severance payments)

Release of Claimsclaims
Each NEO is required to enter into a separateseparation agreement and release of claims against MasterCardMastercard International in order to receive payment for severance, Change-in-ControlChange in Control and other payments on account of termination other than for Cause, with Good Reason or for non-renewal.
Additional Termsterms
Tax Gross-Up Payments
Ms. Hund-Mejean’s employment agreement contain provisions for tax gross-up payments in connection with golden parachute excise taxes. The executive’s right to receive a gross-up payment or specified payments on account of termination without Cause, with Good Reason or non-renewal is subject to entering into a separation agreement and release of claims against MasterCard International.
Restrictive Covenantscovenants
All of the executives are subject to MasterCardMastercard International’s standard restrictive covenants for executive employees, including non-disclosure, non-competition and non-solicitation obligations.

2016 MasterCard Proxy  66


Executive Compensation922019 MASTERCARD PROXY


EXECUTIVE COMPENSATION

In addition, each executive has signed a separate non-compete agreements,agreement, including agreements in order to receive long termlong-term incentive awards and, for at-will employees, specified severance and Change-in-ControlChange in Control payments as follows:
ExecutiveGeneralLong Term Incentive AwardsLong-term incentive awardsSeverance Plan Paymentsplan paymentsChange-in-Control PaymentsChange in Control payments
Mr. Banga Ms. Hund-Mejean and Mr. McWiltonN/A
Ÿ •    12-month non-compete
Ÿ •    24-month non-solicit
Ÿ •    In the event of a violation, repayment of specified gains from stock options exercised and repayment of vested equity awards from the 2-yeartwo-year period preceding the violation

N/AN/A
Ms. Cairns
Ÿ 6-month non-compete and non-solicit
Ÿ 12-month non-compete
Ÿ 18-month non-solicit
Ÿ In the event of a violation, repayment of specified gains from stock options exercised and repayment of vested equity awards from the 2-year period preceding the violation

Ÿ •    Non-compete and non-solicit for longer of 18 months or the length of the severance payments (agreement to be executed within 60 days following termination)
Ÿ 2-year
•    Two-year non-compete and non-solicit
Mr. FloodMs. Hund-Mejean
Ÿ •    12-month non-compete and non-solicit
Ÿ 12-month non-compete
Ÿ •    24-month non-solicit
Ÿ •    In the event of a violation, repayment of specified gains from stock options exercised and repayment of vested equity awards from the 2-yeartwo-year period preceding the violation

•    Not applicable (addressed per employment agreement)•    Not applicable (addressed per employment agreement)
Ms. Cairns
Ÿ •    12-month non-compete
•    18-month non-solicit
•    In the event of a violation, repayment of specified gains from stock options exercised and repayment of vested equity awards from the two-year period preceding the violation
•    Not applicable (addressed per employment agreement)•    Not applicable (addressed per employment agreement)
Messrs. Caldart, Murphy and Vosburg
•    12-month non-compete
•    24-month non-solicit
•    In the event of a violation, repayment of specified gains from stock options exercised and repayment of vested equity awards from the two-year period preceding the violation
•    Non-compete and non-solicit for longer of 18 months or the length of the severance payments (agreement to be executed within 60 days following termination)
Ÿ 2-year
•    Two-year non-compete and non-solicit

Definitions
Cause
Defined as:as (a) willful failure of the executive to perform duties or responsibilities (other than due to disability); (b) engagingengagement in serious misconduct that is injurious to MasterCardMastercard, including, but not limited to, damage to its reputation or standing in the industry; (c) conviction of, or entering into a plea of guilty or nolo contendere to, a crime that constitutes a felony or a crime that constitutes a misdemeanor involving moral turpitude;
(d) the material breach of any written covenant or agreement with MasterCardMastercard International not to disclose any information pertaining to MasterCardMastercard International; or (e) the breach of our Code of Conduct, the Supplemental Code of Ethics, any material provision of the employment agreement or any material provision of other specified MasterCardMastercard or MasterCardMastercard International policies.
Notice of termination for causeCause must state the date of termination and identify the grounds upon which termination is based.

2019 MASTERCARD PROXY93


EXECUTIVE COMPENSATION

Good Reason
Defined as: (a) the assignment to a position for which the executive is not qualified or a materially lesser position than the position held; (b) a material reduction in annual base salary other than a 10% or less reduction, in the aggregate, over the term of employment; (c) the relocation of the executive’s principal place of employment to a location more than 50 miles from his or her principal place of employment; and (d) for Mr. Banga and Ms. Hund-Mejean, and Mr. McWilton, the failure by MasterCardMastercard International to obtain an agreement from any successor to MasterCardMastercard International to assume and agree to perform any employment agreement between the executive and MasterCardMastercard International.

2016 MasterCard Proxy  67

Executive Compensation

Change-in-ControlChange in Control
Defined as the occurrence of any of the following events (other than by means of a public offering of MasterCardMastercard Incorporated’s equity securities):
(a) the acquisition by any person of beneficial ownership of more than 30% of the voting power of the then outstanding equity shares of MasterCard
(a)the acquisition by any person of beneficial ownership of more than 30% of the voting power of the then outstanding equity shares of Mastercard (the “Outstanding Registrant Voting Securities”), subject to specified exceptions
(b)a change in the composition of the Board that causes less than a majority of Mastercard’s directors then in office to be members of the Board, subject to specified exceptions
(c)consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of Mastercard’s assets or the purchase of assets or stock of another entity (a “Business Combination”), in each case, unless immediately following such Business Combination (1) all or substantially all of the persons who were the beneficial owners of the Outstanding Registrant Voting Securities immediately prior to such Business Combination will beneficially own more than 50% of the then outstanding voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity resulting from such Business Combination in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Registrant Voting Securities, (2) no person will beneficially own more than a majority of the voting power of the then outstanding voting securities of such entity except to the extent that such ownership of Mastercard existed prior to the Business Combination and (3) at least a majority of the members of the board of directors of the entity resulting from such Business Combination will have been members of the
(b) a change in the composition of the Board that causes less than a majority of MasterCard’s directors then in office to be members of the Board, subject to specified exceptions
(c) consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of MasterCard’s assets or the purchase of assets or stock of another entity (a “Business Combination”), in each case, unless immediately following such Business Combination, (1) all or substantially all of the persons who were the beneficial owners of the Outstanding Registrant Voting Securities immediately prior to such Business Combination will beneficially own more than 50% of the then outstanding voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity resulting from such Business Combination in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Registrant Voting Securities, (2) no person will beneficially own more than a majority of the voting power of the then outstanding voting securities of such entity except to the extent that such ownership of MasterCard existed prior to the Business Combination and (3) at least a majority of the members of the board of directors of the entity resulting from such Business Combination will have been members of the
incumbent MasterCardMastercard Board at the time of the initial agreement, or an action of MasterCard’sMastercard’s Board, providing such Business Combination or
(d) approval by MasterCard’s stockholders of a complete liquidation or dissolution of MasterCard.
Mandatory Retirement
For each executive, the last day of the calendar year in which they reach the age of 65 (except for Ms. Cairns, who reaches mandatory retirement on the day she reaches the age of 65).
Potential Payments Tables
(d)approval by Mastercard’s stockholders of a complete liquidation or dissolution of Mastercard
Retirement
Below areDefined in the LTIP as voluntary termination of employment on or after the earliest of: (i) attaining age 65 while in service and completing two years of service, (ii) attaining age 60 while in service and completing five years of service, and (iii) attaining age 55 while in service and completing 10 years of service.
Potential payments tables showing
The following pages display the potential payments upon termination of employment, orincluding in connection with a change-in-controlChange in Control of MasterCardMastercard, for each of the NEOs assuming the event took place on December 31, 2015, the last business day of our 2015 fiscal year. For Mr. McWilton, the table reflects what he was actually entitled to receive when he left MasterCard on December 31, 2015.2018. Following the tables are footnotes that provide additional information with respect to other potential payments and benefits.
In the tables, the equity awards shown for the NEO represent the value of unvested RSUs, PSUs and stock options that would vest or continue to vest in the event of termination or change-in-control,Change in Control, as applicable, based on the $97.36$188.65 per share closing price of Class A common stock on the NYSE on December 31, 2015. In the event of termination by MasterCard without Cause or by the executive with Good Reason in connection with a Change-in-Control, all unvested RSUs and stock options held by a NEO would immediately become vested. If a NEO who is retirement-eligible is terminated without Cause or terminates his employment for Good Reason (other than in connection with a Change-in-Control), all unvested RSUs and stock options would vest according to the terms of the award. If a NEO who is not retirement-eligible is terminated without Cause or terminates his or her employment for Good Reason (other than in connection with a Change-in-Control), all unvested RSUs and stock options would not become vested.2018.
In the event of a Change-in-Control, the PSUs wouldChange in Control, outstanding awards continue to vest in accordance with the terms of the grant, but in the case of PSUs only to the extent the achievement of the relevant performance goals couldcan continue to be measured subsequent to the Change-in-Control.Change in Control. To the extent achievement of the relevant performance goals couldcan no longer be measured, all ofthe performance goals no longer apply and the NEO’s unvested PSUs would vest, in accordance with the terms of such grants on February 29, 2016,28, 2018, February 28, 20172019 and February 28, 2018,2020, respectively, conditioned upon the NEO’s continued employment with MasterCard,Mastercard, as of those dates, and would be paid at a target level of performance. In the event that, within six months preceding, or two years following, a Change-in-Control,Change in Control, the NEO is terminated without Cause or resigns with Good Reason, all of the NEO’s then unvested stock options, RSUs and PSUs would vest immediately, and in the case of PSUs, would be payable at a target level of performance, conditioned uponperformance.
If an NEO who is retirement-eligible (as defined in the NEO’s complianceLTIP) is terminated without Cause (other than in connection with hisa Change in Control) or her non-competition and non-solicitation agreement.


voluntarily resigns (with Good Reason or otherwise), or if an NEO has a
2016 MasterCard Proxy  68


Executive Compensation942019 MASTERCARD PROXY


EXECUTIVE COMPENSATION
BenefitAjay Banga
DeathDisabilityFor CauseVoluntary
Without
Cause /
With Good
Reason
Termination Following Change-in-Control (CIC)
Cash Severance 1
$—$—$—$—$8,450,996$8,450,996
Annual Incentive Award$2,400,000$3,588,000$—$—$3,588,000$3,588,000
Unvested Equity 2
      
Restricted Stock Units$—$—$—$—$—$—
Unexercisable Options$17,914,312$17,914,312$—$—$17,914,312$17,914,312
Performance Stock Units$17,848,911$21,960,230$—$—$17,848,911$17,848,911
Total$35,763,223$39,874,542$—$—$35,763,223$35,763,223
Other Benefits 3
      
Health & Welfare$—$—$—$—$20,620$20,620
Outplacement$—$—$—$—$45,000$45,000
Total$—$—$—$—$65,620$65,620
Total$38,163,223$43,462,542$—$—$47,867,839$47,867,839
BenefitMartina Hund-Mejean
DeathDisabilityFor CauseVoluntary
Without
Cause /
With Good
Reason
Termination Following Change-in-Control (CIC)
Cash Severance 1
$—$—$—$—$3,375,981$3,375,981
Annual Incentive Award$812,500$812,500$—$—$1,172,438$1,172,438
Unvested Equity 2
      
Restricted Stock Units$1,836,210$1,836,210$—$—$1,836,210$1,836,210
Unexercisable Options$5,268,698$5,268,698$—$—$5,268,698$5,268,698
Performance Stock Units$5,516,418$6,725,726$—$—$5,516,418$5,516,418
Total$12,621,326$13,830,634$—$—$12,621,326$12,621,326
Other Benefits 3
      
Health & Welfare$—$—$—$—$27,969$27,969
Outplacement$—$—$—$—$45,000$45,000
Total$—$—$—$—$72,969$72,969
Total$13,433,826$14,643,134$—$—$17,242,714$17,242,714
Benefit
Ann Cairns 4
DeathDisabilityFor CauseVoluntary
Without
Cause /
With Good
Reason
Termination Following Change-in-Control (CIC)
Cash Severance 1
$—$—$—$—$3,355,434$3,355,434
Annual Incentive Award$777,237$777,237$—$—$1,133,678$1,133,678
Unvested Equity 2
      
Restricted Stock Units$—$—$—$—$—$—
Unexercisable Options$4,463,427$4,463,427$—$—$4,463,427$4,463,427
Performance Stock Units$4,643,098$5,683,001$—$—$4,643,098$4,643,098
Total$9,106,525$10,146,428$—$—$9,106,525$9,106,525
Other Benefits 3
      
Health & Welfare$—$—$—$—$12,817$12,817
Outplacement$—$—$—$—$45,000$45,000
Total$—$—$—$—$57,817$57,817
Total$9,883,762$10,923,665$—$—$13,653,454$13,653,454

2016 MasterCard Proxy  69
qualifying termination due to disability (as defined in the LTIP or applicable award agreement), all unvested RSUs, PSUs and stock options would continue to vest according to the terms of the award. If an NEO who is not retirement-eligible is terminated without Cause or terminates his or her employment for Good Reason (other than in connection with a Change in Control), all unvested RSUs, PSUs and stock options would be forfeited. However, beginning with RSUs and PSUs granted in 2017, if an NEO has a job elimination (as defined in

the applicable award agreements), a pro rata portion of the awards would continue to vest according to the terms of the award.
In the event of the NEO’s death, all unvested RSUs, PSUs (at a target level of performance) and stock options held by the NEO would immediately become vested.
  Ajay Banga
Benefit Death Disability For Cause Voluntary Without Cause / with Good Reason 
Termination following Change
in Control
Cash Severance1
 $— $— $— $— $8,696,616 $10,851,854
Annual Incentive Award $2,500,000 $5,288,090 $— $— $5,288,090 $5,288,090
Unvested Equity2
            
Restricted Stock Units $— $— $— $— $— $—
Unexercisable Options $42,085,573 $42,085,573 $— $— $— $42,085,573
Performance Stock Units $26,791,696 $26,791,696 $— $— $7,270,382 $26,791,696
Total $68,877,269 $68,877,269 $— $— $7,270,382 $68,877,269
Other Benefits3
            
Health and Welfare $— $— $— $— $27,306 $27,306
Outplacement $— $— $— $— $45,000 $45,000
Total $— $— $— $— $72,306 $72,306
Total $71,377,269 $74,165,359 $— $— $21,327,394
$85,089,519

Executive Compensation2019 MASTERCARD PROXY95


EXECUTIVE COMPENSATION

BenefitGary J. Flood
 Martina Hund-Mejean
BenefitDeathDisabilityFor CauseVoluntary
Without
Cause /
With Good
Reason
Termination Following Change-in-Control (CIC) Death Disability For Cause 
Voluntary4
 Without Cause/ with Good Reason/ Non-Renewal Termination following Change in Control
$—$3,504,878$3,504,878 $— $— $— $— $4,236,858 $4,236,858
Annual Incentive Award$812,500$—$1,088,100$1,088,100 $937,500 $937,500 $— $1,921,064 $1,921,064 $1,921,064
Unvested Equity 2
              
Restricted Stock Units$—$— $— $— $— $— $— $—
Unexercisable Options$4,844,841$—$4,844,841$4,844,841 $13,898,769 $13,898,769 $— $13,898,769 $13,898,769 $13,898,769
Performance Stock Units$4,898,279$6,010,714$—$6,010,714$4,898,279$4,898,279 $9,011,622 $9,011,622 $— $9,011,622 $9,011,622 $9,011,622
Total$9,743,120$10,855,555$—$10,855,555$9,743,120$9,743,120 $22,910,391 $22,910,391 $— $22,910,391 $22,910,391 $22,910,391
Other Benefits 3
              
Health & Welfare$—$20,766$20,766
Health and Welfare $— $— $— $— $37,985 $37,985
Outplacement$—$45,000$45,000 $— $— $— $— $45,000 $45,000
Total$—$65,766$65,766 $— $— $— $— $82,985 $82,985
Total$10,555,620$11,668,055$—$10,855,555$14,401,864$14,401,864 $23,847,891 $23,847,891 $— $24,831,455 $29,151,298 $29,151,298
Benefit
Chris A. McWilton5
Without
Cause /
With Good
Reason
Cash Severance$3,417,117
Annual Incentive Award$989,381
Unvested Equity
Restricted Stock Units$—
Unexercisable Options$4,602,800
Performance Stock Units$5,751,153
Total$10,353,953
Retirement Benefits
SERP$4,493,993
Total$4,493,993
Other Benefits
Health & Welfare$54,293
Outplacement$45,000
Total$99,293
Total$19,353,737
1 For Mr. Banga and Ms. Hund-Mejean, the amount would be paid over a 24-month period and is equal to 2 times the sum of the executive’s 2015 base salary and a 2-year average of bonus paid for services in 2013 and 2014, whether the termination was in connection with a Change-in-Control or not. For Mr. Flood and Ms. Cairns, the amounts payable in connection with a Change-in-Control would be paid over a 24-month period and is equal to 2 times the sum of the executive’s 2015 base salary and the average of bonus paid for services in 2013 and 2014. For Mr. Flood and Ms. Cairns, in the event of termination without Cause or for Good Reason without a Change-in-Control, the amount would be paid over an 18-month period and is equal to 1.5 times the sum of the executive’s 2015 base salary and the bonus paid to the executive for services in 2014 ($2,745,088 for Mr. Flood; $2,629,962 for Ms. Cairns). For all NEOs, cash severance reflects the present value of this calculation using discount rate of 0.67%, equal to 120% of the semiannual applicable federal rates for December 2015.
2 For the unvested equity in the “Without Cause / With Good Reason” column, assumes termination occurs within either 6 months prior to or 2 years following a Change-in-Control of MasterCard. In the event that termination does not occur within either 6 months prior to, or 2 years following, a Change-in-Control of MasterCard, the values for the NEOs who are not retirement-eligible or deemed retirement-eligible would be zero. For the PSUs in the “Change-in-Control” column, the amount reflects a Change-in-Control of MasterCard in which the company thereafter is unable to assess its performance against the specified objectives. Accordingly, consistent with the terms of the PSU awards, the amounts represented in the “Change-in-Control” column represent target level of performance. For the PSUs in the “Disability” column, the amount reflects the performance level at which MasterCard accrued the PSUs in its 2015 year-end financial statements based on MasterCard’s assessment of its obligations based on quantitative and qualitative considerations of actual and forecasted results (with respect to the awards granted in 2013, 2014 and 2015). Further details with respect to these awards are included in Note 15 (Share-Based Payments) to MasterCard’s audited financial statements for the year ended December 31, 2015 included in the 2015 Form 10-K.
  
Ann Cairns5
Benefit Death Disability For Cause 
Voluntary4
 Without Cause/ with Good Reason Termination following Change in Control
Cash Severance1
 $— $— $— $— $2,536,908 $2,536,908
Annual Incentive Award $336,130 $336,130 $— $515,141 $430,333 $430,333
Unvested Equity2
            
Restricted Stock Units $— $— $— $— $— $—
Unexercisable Options $11,606,392 $11,606,392 $— $11,606,392 $11,606,392 $11,606,392
Performance Stock Units $7,474,313 $7,474,313 $— $7,474,313 $7,474,313 $7,474,313
Total $19,080,705 $19,080,705 $— $19,080,705 $19,080,705 $19,080,705
Other Benefits3
            
Health and Welfare $— $— $— $— $— $—
Outplacement $— $— $— $— $— $—
Total $— $— $— $— $— $—
Total $19,416,835 $19,416,835 $— $19,595,846 $22,047,946 $22,047,946

2016 MasterCard Proxy  70

962019 MASTERCARD PROXY


EXECUTIVE COMPENSATION

  Craig Vosburg
Benefit Death Disability For Cause Voluntary Without Cause/ with Good Reason Termination following Change in Control
Cash Severance1
 $— $— $— $— $2,297,219 $2,864,059
Annual Incentive Award $690,000 $690,000 $— $— $1,361,536 $1,361,536
Unvested Equity2
            
Restricted Stock Units $— $— $— $— $— $—
Unexercisable Options $6,000,471 $6,000,471 $— $— $— $6,000,471
Performance Stock Units $4,386,490 $4,386,490 $— $— $1,362,808 $4,386,490
Total $10,386,961 $10,386,961 $— $— $1,362,808 $10,386,961
Other Benefits3
            
Health and Welfare $— $— $— $— $26,979 $26,979
Outplacement $— $— $— $— $45,000 $45,000
Total $— $— $— $— $71,979 $71,979
Total $11,076,961 $11,076,961 $— $— $5,093,542 $14,684,535
  Tim Murphy
Benefit Death Disability For Cause Voluntary Without Cause/ with Good Reason Termination following Change in Control
Cash Severance1
 $— $— $— $— $2,242,524 $2,825,878
Annual Incentive Award $690,000 $690,000 $— $— $1,413,903 $1,413,903
Unvested Equity2
            
Restricted Stock Units $— $— $— $— $— $—
Unexercisable Options $6,398,092 $6,398,092 $— $— $— $6,398,092
Performance Stock Units $4,191,426 $4,191,426 $— $— $1,191,136 $4,191,426
Total $10,589,518 $10,589,518 $— $— $1,191,136 $10,589,518
Other Benefits3
            
Health and Welfare $— $— $— $— $29,168 $29,168
Outplacement $— $— $— $— $45,000 $45,000
Total $— $— $— $— $74,168 $74,168
Total $11,279,518 $11,279,518 $— $— $4,921,731 $14,903,467

Executive Compensation
2019 MASTERCARD PROXY97


EXECUTIVE COMPENSATION

3 Includes continued health and welfare benefits, namely health coverage, dental coverage, vision coverage, individual life insurance and individual disability insurance for 18 months following termination and outplacement assistance With respect to Ms. Hund-Mejean, she would also be eligible to receive excise tax gross-ups only if termination of employment is in connection with a Change-in-Control and the payout limit under Section 280G of the Internal Revenue Code is exceeded. Ms. Hund-Mejean would not have been eligible to receive an excise tax gross-up upon a termination on December 31, 2015.
4 For Ms. Cairns, cash amounts are translated using an exchange rate of 1.530558 U.S. dollars per British pound (calculated as described in footnote 5 of the Summary Compensation Table).
  Gilberto Caldart
Benefit Death Disability For Cause 
Voluntary4
 Without Cause/ with Good Reason Termination following Change in Control
Cash Severance1
 $— $— $— $— $1,918,346 $2,457,102
Annual Incentive Award $550,000 $550,000 $— $969,650 $969,650 $969,650
Unvested Equity2
            
Restricted Stock Units $— $— $— $— $— $—
Unexercisable Options $2,908,696 $2,908,696 $— $2,908,696 $2,908,696 $2,908,696
Performance Stock Units $1,874,804 $1,874,804 $— $1,874,804 $1,874,804 $1,874,804
Total $4,783,500 $4,783,500 $— $4,783,500 $4,783,500 $4,783,500
Other Benefits3
            
Health and Welfare $— $— $— $— $23,833 $23,833
Outplacement $— $— $— $— $45,000 $45,000
Total $— $— $— $— $68,833 $68,833
Total $5,333,500 $5,333,500 $— $5,753,150 $7,740,329 $8,279,085
1
For Mr. Banga, the amount relating to severance payable other than in connection with a Change in Control reflects payment over an 18-month period and is equal to 1.5 times the sum of the executive’s 2018 base salary plus bonus paid for services in 2017 (although Mastercard has discretion to provide such cash severance for up to 24 months). For Ms. Hund-Mejean, the amount would be paid over a 24-month period and is equal to two times the sum of the executive’s 2018 base salary and a two-year average of bonus paid for services in 2016 and 2017, whether the termination was in connection with a Change in Control or not. Represents present value of severance award to be given in 24 equal monthly installments for Ms. Hund-Mejean and 18 equal monthly installments for all other executives. The amount reflects payment delays due to IRC Section 409A. For Ms. Cairns, the amount reflects base salary continuation for 18 months, based on her salary as of May 31, 2018 and an amount equal to 1.5 times her bonus paid in 2017, whether the termination was in connection with a Change in Control or not. For Messrs. Banga, Vosburg, Murphy and Caldart, the amounts payable in connection with a Change in Control would be paid over a 24-month period and is equal to two times the sum of the executive’s 2018 base salary and the average of bonus paid for services in 2016 and 2017. For all NEOs, cash severance reflects the present value of this calculation using a discount rate of 3.32%, equal to 120% of the semiannual applicable short-term federal rates for December 2018.
2
For the PSU in the “Without Cause/with Good Reason” column, the amount reflects pro rata vesting for the 2017 and 2018 award only. For the PSUs in the “Change in Control” column, the amount reflects a Change in Control of Mastercard in which the company thereafter is unable to assess its performance against the specified objectives. Accordingly, consistent with the terms of the PSU awards, the amounts represented in the “Death” and “Change in Control” columns represent target level of performance (with respect to awards granted in 2016, 2017 and 2018), as do the amounts in the Disability column. Further details with respect to these awards are included in Note 15 (“Share-Based Payments”) to Mastercard’s audited financial statements for the year ended December 31, 2018 included in the 2018 Form 10-K.
3
Includes continued health and welfare benefits; namely, health coverage, dental coverage, vision coverage, individual life insurance and individual disability insurance for 18 months following termination and outplacement assistance.
4
Amounts are included in the Voluntary column for Mses. Hund-Mejean and Cairns and Mr. Caldart because each has satisfied the age and service requirements for retirement eligibility.
5
For Ms. Cairns, cash amounts are translated using an exchange rate of 1.3366 U.S. dollars per British pound (calculated as described in footnote 5 of the Summary Compensation Table).

5 For Mr. McWilton, the SERP amount differs from the amount indicated in the Pension Benefits in 2015 table due to modified actuarial assumptions (the 2015 lump sum interest rates for termination due to a Change-in-Control event versus the assumed valuation rate and pre-commencement discount rate used in the Pension Benefits in 2015 table). Includes continued health and welfare benefits, namely health coverage and dental coverage for 24 months. Cash severance will be paid over a 24-month period which began in January 2016 and is equal to 2 times the sum of Mr. McWilton’s 2015 base salary and a 2-year average of bonus paid for services in 2013 and 2014. At the time Mr. McWilton left MasterCard, he was considered retirement eligible for the purposes of his unvested equity and as such, all unvested equity continues to vest according to the original terms and conditions of the awards.
982019 MASTERCARD PROXY

EQUITY

EXECUTIVE COMPENSATION PLAN INFORMATION

Equity compensation plan information
The table below presents information as of December 31, 20152018 for the LTIP and our Amended and Restated 2006 Non-Employee Director Equity Compensation Plan, both of which previously have been approved by stockholders. MasterCardMastercard does not have any equity compensation plans that have not been approved by stockholders.
Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a))
  (a) (b) (c)
Equity compensation plans approved by stockholders 
12,091,032 1, 2
 $93.47 53,569,040
Equity compensation plans not approved by stockholders  $— 
Total 
12,091,032 1,2
   53,569,040
1
The LTIP authorizes the issuance of stock options, restricted stock, RSUs, PSUs and other stock-based awards, and our Amended and Restated 2006 Non-Employee Director Equity Compensation Plan categoryauthorizes the issuance of DSUs and other awards provided for by the LTIP, such as restricted stock. Of the total number of shares: (a) 7,632,620 shares may be issued pursuant to outstanding stock options; (b) 3,721,073 shares may be issued pursuant to outstanding RSUs; (c) 632,792 shares may be issued pursuant to outstanding PSUs (see footnote (2) below); and (d) 104,547 shares may be issued pursuant to outstanding DSUs.
Number
2
The number of securitiesshares to be issued upon exercisepursuant to outstanding PSUs represents the aggregate number of outstanding options, warrantsPSUs granted in each of 2016, 2017 and rights2018, corresponding to the number of shares of our Class A common stock. The PSUs are based on the expected performance over the three-year period ending December 31, 2018, 2019 and 2020, respectively. The PSUs to be issued will be based on actual performance levels up to a maximum of 200%.
Weighted-average
3
The weighted-average exercise price of outstanding options, warrants and rightsNumber of securities remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a))
(a)(b)(c)
Equity compensation plans
approved by stockholders
12,487,9471, 2
$54.15 3
60,439,174
Equity compensation plans
not approved by stockholders
$—
Total
12,487,9471, 2
60,439,174 excludes the RSUs, PSUs and DSUs.
1 The LTIP authorizes the issuance of stock options, restricted stock, RSUs, PSUs and other stock-based awards and our Amended and Restated 2006 Non-Employee Director Equity Compensation Plan authorizes the issuance of DSUs and other awards provided for by the LTIP, such as restricted stock. Of the total number of shares: (a) 8,058,407 shares may be issued pursuant to outstanding stock options; (b) 3,757,481 shares may be issued pursuant to outstanding RSUs; (c) 540,839 shares may be issued pursuant to outstanding PSUs (see footnote (2) below); and (d) 131,220 shares may be issued pursuant to outstanding DSUs.
2 The number of shares to be issued pursuant to outstanding PSUs represents the aggregate number of PSUs granted in each of 2013, 2014 and 2015, corresponding to the number of shares of our Class A common stock that: (a) for 2013, were issued pursuant to an actual performance level of 155.6% and (b) for 2014 and 2015, would be issued for such PSUs at maximum performance level of 200% because actual performance through December 31, 2015 was either at maximum level or between target and maximum levels for each of these awards. As of December 31, 2015, the actual number of PSUs and actual payout of unearned shares with respect to the PSU awards granted in 2013 had not been determined, but were determined in February 2016 (after audited financials for the prior year were released) at the actual performance level of 155.6% based on the MasterCard’s performance over the 3-year performance period ended December 31, 2015. The actual number of PSUs granted in each of 2014 and 2015 has not been determined and will be determined based on MasterCard’s performance over the 3-year performance periods ending December 31, 2016 and December 31, 2017, respectively.
3 The weighted-average exercise price of outstanding options, warrants and rights exclude the RSUs, PSUs and DSUs.

2016 MasterCard Proxy  71

2019 MASTERCARD PROXY99


EXECUTIVE COMPENSATION

CEO pay ratio disclosure
Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of SEC Regulation S-K, we are required to provide the ratio of the annual total compensation of our CEO, Mr. Banga, to the median annual total compensation of all our employees, except our CEO.
For 2018, the annual total compensation of our identified median employee (that is, the median employee across all employees of the company other than the CEO) was $121,897, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which includes base pay, incentive compensation, long-term incentive awards and matching pension contributions made by the company, as well as the change in pension value during 2018. Mr. Banga’s annual total compensation for 2018 as reported in the Summary Compensation Table was $20,379,353. Accordingly, for 2018, the ratio of the compensation of our CEO to the compensation for our median employee was estimated to be 167 to 1.
Consistent with last year, we used the following methodology to identify the median employee:
We collected employee data of all employees globally, whether employed on a full-time, part-time or temporary basis as of December 31, 2018
We annualized the compensation of all new employees (other than temporary employees) who were hired by the company between January 1 and December 31, 2018 to reflect their estimated compensation over the entire year
We applied an exchange rate as of December 1, 2018 to convert all international currencies into U.S. dollars
We used total base pay and annual bonus target as of December 31, 2018 and actual long-term incentive award granted in 2018 as our consistently applied compensation measure
We believe our pay ratio presented above is a reasonable estimate. As SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, estimates and assumptions, our pay ratio may not be comparable with the pay ratios reported by other companies. Furthermore, the SEC has stated that it did not believe a purpose of the pay ratio rule was to facilitate comparisons among companies.
Compensation committee interlocks and insider participation
None of the members of the HRCC has ever served as an officer or employee of Mastercard or had any disclosable related person transaction in which Mastercard was a participant during the last fiscal year. In addition, no executive officer of Mastercard served on the compensation committee or board of directors of a company for which any of our directors serves as an executive officer.

Execution Compensation • Proposal 2
1002019 MASTERCARD PROXY


PROPOSAL 2: ADVISORY APPROVAL OF MASTERCARD’S
EXECUTIVE COMPENSATION

Proposal 2: Advisory approval of Mastercard’s executive compensation
The Board of Directors unanimously recommends that stockholders vote “FOR” the advisory approval of our executive compensation as disclosed in this proxy statement
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR”
THE ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION AS DISCLOSED IN
THIS PROXY STATEMENTiconcheckteal.jpg

In accordance with Section 14A of the Exchange Act, we
We are asking stockholders to approve an advisory (non-binding) resolution on the compensation of our NEOs. As previously described in detail in the CD&A, above, our compensation and benefit programs are significantly performance-based,performance based and are designed to attract, retain and motivate our NEOs, who are critical to our success, and to align their interests with those of our stockholders. Our Board continues to believe that our executive compensation program and policies are effective in achieving these core principles.
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”say-on-pay proposal, gives stockholders the opportunity to endorse or not endorse our executive compensation. 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’sMastercard’s named executive officers, as disclosed in this proxy statement pursuant to the SEC rules, including the Compensation Discussiondiscussion and Analysis,analysis, compensation tables and any related narrative discussion, is hereby approved”.approved.”
Because this vote is advisory, it will not be binding on MasterCard,Mastercard, the HRCCBoard or the Board.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 20172020 annual meeting of stockholders.
For an understanding of our executive compensation program information and, in particular, the changes we made this year, we strongly encourage you to read:

•    “Compensation discussion and analysis” (pgs 64-82)
Ÿ our CD&A (pgs 39 - 56), and
Ÿ the 2015 Summary•    “Summary Compensation Table and related informationadditional compensation tables (pgs 57 - 71)


832016 MasterCard Proxy  72-98)


Audit2019 MASTERCARD PROXY101


AUDIT
PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2016

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS MASTERCARD’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2016Audit
06This section describes the factors we considered in making our recommendation that stockholders ratify our selection of PricewaterhouseCoopers as our independent registered public accounting firm for 2019.

1022019 MASTERCARD PROXY


AUDIT

Proposal 3: Ratification of the appointment of independent registered public accounting firm for 2019The Board of Directors unanimously recommends that stockholders vote “FOR” ratification of the appointment of PricewaterhouseCoopers LLP as Mastercard’s independent registered public accounting firm for 2019
iconcheckorange5.jpg
The Audit Committee is responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit MasterCard’sMastercard’s financial statements. The Audit Committee has appointed PwCPricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm to audit the financial statements of MasterCardMastercard Incorporated and its subsidiaries for the year ending December 31, 2016.2019. PwC has served as our independent registered public accounting firm in this capacity, for many years, including since we began filing publicly in 2002.1989.
The Audit Committee conducted its annual evaluation of PwC, considering the factors described below in the Audit Committee Report.Report below. Based on this evaluation, the committee believes that the continued retention of PwC to serve as our independent registered public accounting firm is in the best interests of MasterCardMastercard and our stockholders, and a resolution will be presented at the Annual Meeting to ratify PwC’s appointment. Although ratification is not required by applicable laws, our by-laws or otherwise, the Board is submitting the selection of PwC to our stockholders for ratification because we value your views on our independent registered public accounting firm. The Audit Committee intends to carefully consider the results of the vote. If the stockholders do not ratify the appointment of PwC, the committee will reconsider PwC’s selection. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if itthe committee determines that such a change would be in the best interests of MasterCardMastercard and our stockholders.
A PwC representative is expected to be present at the Annual Meeting and will have the opportunity to make a statement and be available to respond to appropriate questions.
AUDITOR’S SERVICES AND FEES
Auditor’s services and fees
Audit Committee Pre-Approvalpre-approval of Auditaudit and Non-Audit Services
non-audit services
The Audit Committee and MasterCardMastercard have adopted policies and procedures pertaining to the provision by MasterCard’sMastercard’s independent registered public accounting firm of any audit or non-audit services. The policies and procedures in place specifically require Audit Committee pre-approval of all audit and non-audit services consistent with budgeted categories.services. In addition, proposed services of the independent registered public accounting firm materially exceeding any pre-approved project scope, terms and conditions or cost levels require specific pre-approvalprior approval by the Audit Committee. The committee will also consider on a case-by-case basis specific engagements that are not otherwise pre-approved. Any proposed engagement that does not fit within the definition of a pre-approved service may be presented to the Audit Committee Chairman and to the committee at its next regular meeting. The Audit Committee may delegate power to its chairman to pre-approve, in certain circumstances, any engagements or changes in engagements by the independent registered public accounting firm for audit or non-audit services. MasterCardAll fees paid no fees to PwC in 20152018 in connection with engagements that were not pre-approved in accordance with MasterCard’sMastercard’s policies and procedures.

2016 MasterCard Proxy  73

Audit

The Audit Committee and MasterCardMastercard also have adopted policies and procedures to help ensure the independence of our independent registered public accounting firm and periodically consider whether there should be a regular rotation of the firm. Further, in addition to assuring the mandated rotation of the lead audit partner in accordance with SEC rules, the Audit Committee oversees the selection of the independent registered public accounting firm’s lead engagement partner. The process for selection of the lead engagement partner involves a meeting between the Audit Committee chairmanChairman and the candidate for the role, as well as discussions with the committee and management. We rotated our lead audit partner in 2018.
Audit Fees and All Other Fees
2019 MASTERCARD PROXY103


AUDIT

Audit fees and all other fees
Set forth below are the aggregate audit and non-audit fees billed to MasterCardMastercard by PwC for 20152018 and 20142017 (in thousands):
Type of FeesDescription20152014
Audit FeesFor the annual integrated audit and the quarterly reviews of the consolidated financial statements. Also includes the statutory audits required in certain countries or jurisdictions in which we operate$6,786$6,937
Audit-Related
Fees
For assurance and audit-related services (but not included in the audit fees set forth above) including the internal controls review of selected information systems (Statement on Standards for Attestation Engagement No. 16 audits)$760$1,155
Tax FeesFor tax compliance, tax advice and tax planning services$940$920
All Other Fees For assessments of certain processes and accounting information research tools$201$83
Total $8,687$9,095
Type of fee Description 2018 2017
Audit fees For the annual integrated audit and the quarterly reviews of the consolidated financial statements. Also includes the statutory audits required for certain businesses as well as countries or jurisdictions in which we operate $7,702 $7,734
Audit-related fees For assurance and audit-related services (but not included in the audit fees set forth above), including the internal controls review of selected information systems $871 $783
Tax fees For tax compliance, tax advice and tax planning services $659 $868
All other fees For accounting research tools and pre-implementation assessments $285 $34
Total   $9,517 $9,419

Audit Committee report
AUDIT COMMITTEE REPORT
MasterCard’sMastercard’s Audit Committee operates under a written charter adopted by the Board. You can viewfind the charter on our website at http:https://www.mastercard.com in the “Investor Relations” section under “Corporate Governance”.s2.q4cdn.com/242125233/files/doc_downloads/charters/2018/Audit-Committee-Charter.pdf. The charter details the committee’s responsibilities and practices. It is reviewed and updated annually as appropriate to reflect the committee’s evolving role and to address regulatory changes, evolving oversight practices and investor feedback.
Primary Responsibilities
responsibilities
The Audit Committee assists the Board in its oversight of:
quality and integrity of Mastercard’s financial statements
Mastercard’s compliance with legal and regulatory requirements
qualifications, performance and independence of the independent registered public accounting firm engaged to perform the integrated
audit of the company
risk assessment and risk management of the company
performance of Mastercard’s internal audit function
quality of Mastercard’s internal controls
the quality and integrity of MasterCard’s financial statements
MasterCard’s compliance with legal and regulatory requirements
the qualifications, performance and independence of the independent registered public accounting firm engaged to perform the integrated audit of the company
risk assessment and risk management of the company
the performance of MasterCard’s internal audit function, and
the quality of MasterCard’s internal controls.





2016 MasterCard Proxy  74

Audit

2015 Actions
2018 actions
In 2015,2018, the Audit Committee met 11nine times and fulfilled its duties and responsibilities. Among other things, the committee:committee performed the following:
Reporting
Met regularly with management, the General Auditor and PwC to discuss the overall quality of Mastercard’s financial accounting and reporting
Reviewed and discussed with management and PwC Mastercard’s financial statements, earnings releases, and quarterly and annual reports prior to furnishing to or filing with the SEC
Reviewed with management, the General Auditor and PwC the results of internal and external audit examinations and approved internal and external audit plans, which were developed based on a risk-based methodology and evaluation
Independent auditor
Approved all audit, audit-related and non-audit fees and services consistent with Mastercard’s pre-approval policy
Reviewed PwC’s qualifications, performance and independence and discussed PwC’s independence with it
Discussed the re-appointment of PwC, as well as the pros and cons of auditor rotation

Reporting
Met regularly with management, the General Auditor and PwC to discuss the overall quality of MasterCard’s financial accounting and reporting
Reviewed and discussed with management and PwC MasterCard’s financial statements, earnings releases and quarterly and annual reports prior to furnishing or filing with the SEC, and
Reviewed with management, PwC and the General Auditor the overall audit scope and plans and the results of internal and external audit examinations, and approved internal and external audit plans based on a risk-based methodology and evaluation.
Independent Auditor
Approved all audit, audit-related and non-audit fees and services consistent with MasterCard’s pre-approval policy
Reviewed PwC’s qualifications, performance and independence and discussed PwC’s independence with them, and
Discussed the re-appointment of PwC, as well as the pros and cons of auditor rotation.
Internal Audit
Reviewed the performance of MasterCard’s internal audit function.
104
Internal Controls
Met with internal audit and PwC, both with and without management present, to discuss their evaluations of MasterCard’s internal controls, including internal controls over financial reporting, and reported to the Board on the status of those controls.
Legal, Compliance and Risk
Regularly met with MasterCard’s General Counsel, PwC and the General Auditor to discuss financial management and reporting, legal and regulatory, accounting, auditing and internal control matters
Met with the Chief Compliance Officer to discuss the effectiveness of MasterCard’s ethics and compliance program and regularly received related status reports
Periodically met with MasterCard’s Enterprise Risk Management team, other members of management, the General Auditor, the Chief Compliance Officer, PwC and individual business units to assess MasterCard’s guidelines and policies with respect to risk assessment and risk management, as well as to review current and emerging operational and financial risks, and
Met with the Chief Security Officer, Chief Information Governance and Privacy Officer and Operations and Technology team members to review and discuss information security, business continuity and data privacy matters and risks.
2019 MASTERCARD PROXY


AUDIT

Internal audit
Reviewed the structure, objectives, resourcing and performance of Mastercard’s internal audit function, as well as the internal audit plan and the resulting findings and observations
Internal controls
Met with internal audit and PwC, both with and without management present, to discuss their evaluations of Mastercard’s internal controls, including internal controls over financial reporting, and reported to the Board on the status of those controls
Legal, compliance and risk
Regularly met with Mastercard’s Chief Financial Officer, General Counsel and General Auditor and with PwC to discuss financial management and reporting, legal and regulatory, accounting, audit and internal control matters
Regularly met with the Chief Compliance Officer to discuss the effectiveness of Mastercard’s ethics and compliance system and regularly received related status reports
Periodically met with Mastercard’s Enterprise Risk Management team, other members of management, the General Auditor, the Chief Compliance Officer, tax team and individual business unit leaders and with PwC to assess Mastercard’s guidelines and policies with respect to risk assessment and risk management, as well as to review current and emerging risks
Met with the Chief Security Officer and Chief Privacy Officer to review and discuss information security, business continuity, and data privacy matters and risks
Oversight and Evaluationevaluation of Independent Registered Public Accounting Firm
independent registered public accounting firm
As noted above, the Audit Committee assists the Board’sBoard in its oversight of PwC’s qualifications, performance and independence. The committee recognizes the importance of maintaining the firm’s independence, in both fact and appearance. As part of its process to determine and ensure PwC’s independence, the Audit Committee has received from PwC the written disclosures and letter required by applicable requirements of the PCAOBPublic Company Accounting Oversight Board (“PCAOB”) regarding the firm’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with PwC that firm’s independence from the company and management. These discussions included reviewing and considering with PwC whether the provision of non-audit services provided by themit to MasterCardMastercard during 20152018 was compatible with theirits independence. The Audit Committee concurred with PwC’s conclusion that they arePwC is independent from MasterCardMastercard and management.
The Audit Committee also is also responsible for the appointment, compensation and retention of PwC, including an annual evaluation of PwC, periodic consideration of firm rotation and oversight of the selection of the firm’s lead engagement partner. As part of its responsibilities, the committee conducted its annual evaluation of PwC in deciding whether to re-engage PwC.

2016 MasterCard Proxy  75

Audit2019 MASTERCARD PROXY105


AUDIT

In addition to the firm’s independence and integrity, the Audit Committee considered:
PwC’s competence and its compliance with regulationstechnical standards
The business acumen, value-added benefit, continuity and consistency, and technical and core competency provided by the engagement team
The effectiveness of PwC’s processes, including its quality control, timeliness and responsiveness, and communication and interaction with management and
The firm’sPwC’s efforts toward efficiency, including with respect to process improvements and fees.fees
Based on this review, the Audit Committee has retained PwC and believes its continued retention is in the best interests of MasterCardMastercard and our stockholders.
2015 Audited Financial Statements2018 audited financial statements and Internal Controls
internal controls
Management is responsible for establishing effective internal controls over financial reporting and preparing MasterCard’sMastercard’s consolidated financial statements. PwC is responsible for:
auditing and reporting on MasterCard’sMastercard’s consolidated financial statements in accordance with the standards of the PCAOB and
expressing an integrated opinion as to whether MasterCard’sMastercard’s financial statements conform in all material respects with generally accepted accounting principles in the United States of AmericaGenerally Accepted Accounting Principles (“GAAP”) and whether MasterCard’sMastercard’s internal controls over financial reporting are effective as of December 31, 2015,2018, based on criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013).

The Audit Committee monitors and oversees the processes by which management and PwC fulfill their responsibilities.
In this context, the Audit Committee, among other things, has met and held discussions with management and PwC to review and discuss MasterCard’sMastercard’s audited financial statements and management’s assessment of its internal control over financial reporting and PwC’s evaluation of such assessment; asked management and PwC questions relating to such mattersmatters; and discussed with PwC the matters required to be discussed under applicable PCAOB standards. These meetings and discussions included a review of the quality of the accounting principles the company utilized, the reasonableness of significant accounting estimates and judgments, and the clarity of disclosures in MasterCard’sMastercard’s consolidated financial statements. As part of these discussions, management represented to the Audit Committee that MasterCard’sMastercard’s consolidated financial statements were prepared in accordance with GAAP.
Based upon the Audit Committee’s discussions with management and PwC, the Audit Committee’s review of the representations of management and the report and required communications provided by PwC to the Audit Committee, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in MasterCard’s Annual Report onMastercard’s 2018 Form 10-K for the year ended December 31, 2015 for filing with the SEC.
THE AUDIT COMMITTEEThe Audit Committee
Steven J. Freiberg, Chairman

Silvio Barzi
Marc Olivié
Barzi*
David R. Carlucci
Richard Haythornthwaite
Rima Qureshi

Jackson Tai

(April 2016)2019)

*through the date of the Annual Meeting
2016 MasterCard Proxy  76


1062019 MASTERCARD PROXY


NON-MANAGEMENT PROPOSALS

About
Non-management proposals
07
In accordance with SEC rules, included in this section are two stockholder proposals, along with the supporting statements of the respective stockholder proponents, for which we and our Board accept no responsibility. Each of these stockholder proposals is required to be voted on at the Annual Meeting and Votingonly if properly presented.


2019 MASTERCARD PROXY107


NON-MANAGEMENT PROPOSALS

Proposal 4: Consideration of stockholder proposal on gender pay gap
The following proposal has been submitted to Mastercard for action at the Annual Meeting by Arjuna Capital. Its shareholdings and address will be provided promptly upon request. The text of the proposal is as follows:
Gender Pay Equity
Whereas:The World Economic Forum estimates the gender pay gap costs the economy 1.2 trillion dollars annually. The median income for women working full time in the United States is 80 percent of that of their male counterparts. This disparity can equal nearly half a million dollars over a career. The gap for African American and Latina women is 60 percent and 55 percent. At the current rate, women will not reach pay parity until 2059.
United States companies have begun reporting statistically adjusted equal pay for equal work numbers, assessing the pay of men and women performing similar jobs, but mostly ignore median pay gaps. The United Kingdom now mandates disclosure of median gender pay gaps. And while Mastercard reported a 22.5 percent median hourly pay gap and 42.2 percent median bonus pay gap for its United Kingdom operations, it has not published median information for its global operations.
Mastercard reports that women earn 99.1 percent of the compensation received by men on a statistically adjusted equal pay basis, including base salary, bonus and stock. Yet, that statistically adjusted number alone fails to consider how discrimination affects differences in opportunity. In contrast, median pay gap disclosures address the structural bias that affects the jobs women hold, particularly when men hold most higher paying jobs.
Women account for 39 percent of our Company's global workforce, 30 percent of senior management and 21 percent of our Board. Actively managing pay equity "is associated with higher current female representation at the professional through executive levels and a faster trajectory to improved representation."
Research from Morgan Stanley, McKinsey, and Robeco Som suggests
gender diverse leadership leads to superior stock price performance and return on equity. McKinsey states, "the business case for the advancement and promotion of women is compelling." Best practices include "tracking and eliminating gender pay gaps."
Public policy risk is of concern, not only in the United Kingdom, but in the United States as well. The Paycheck Fairness Act pends before Congress. California, Massachusetts, New York, and Maryland have strengthened equal pay legislation. The Congressional Joint Economic Committee reports 40 percent of the wage gap may be attributed to discrimination.
Resolved:Shareholders request Mastercard report on the Company's global median gender pay gap, including associated policy, reputational, competitive, and operational risks, and risks related to recruiting and retaining female talent. The report should be prepared at reasonable cost, omitting proprietary information, litigation strategy and legal compliance information.
The gender pay gap is defined as the difference between male and female median earnings expressed as a percentage of male earnings (Organization for Economic Cooperation and Development).
Supporting Statement:A report adequate for investors to assess Company strategy and performance would include the percentage global median pay gap between male and female employees across race and ethnicity, including base, bonus and equity compensation.
The Board’s statement in response

The Board unanimously recommends that stockholders vote AGAINST this joint proposal because we believe that our reporting of our efforts to recruit, retain and promote women, coupled with our reporting of equal pay, fulfills the objectives of this Proposal.

At Mastercard, diverse perspectives are a critical component of our business strategy. We embrace all elements of diversity – and we believe that can only happen through a culture of decency built on inclusion. We compensate all employees equitably and competitively regardless of gender, race or ethnicity. We strive to develop a deep understanding of the best ways for Mastercard to increase diverse representation of people at all levels of the company. We recognize that beyond equal pay, the hiring and advancement of women and minorities in leadership positions is another crucial objective toward our

1082019 MASTERCARD PROXY


NON-MANAGEMENT PROPOSALS

inclusion efforts, and our analysis and numbers give us a mark for where we stand and inform us about where we may need to take action. We will continue to put into motion programs and support systems to accomplish this in order to maintain a workplace built on decency and inclusion where everyone can thrive. Our efforts, including how we report them, are outlined below.

We measure and publicly report our gender pay equity. Equality is the foundational core of our commitment to building an inclusive, high-performing culture at the company, so we remain dedicated to practices designed to ensure there is equal pay for equal work. We first started reporting on global equal pay in 2017 – which measures whether men and women at similar levels are paid equally – and enhanced our reporting in 2018 to include not only equal pay measurements but also other metrics that we believe most accurately gauge our progress on recruiting, retaining and promoting women within our company. These global metrics include the percentage of women at the company, the percentage of women in senior management, and the percentage of women who are receiving upward or lateral promotions. The two sets of metrics together provide information for the company and our shareholders to determine the pace of our progress.

This year, in addition to the global equity pay and other global gender data we have previously provided, we will also share our U.S. employee representation data for people of color.

We believe that the metrics we use closely chart the journey toward competitive pay performance and meaningful recruitment and advancement of diverse employees across all levels of our global workforce, including in executive/senior roles. We also believe that having these metrics combined with our assessment of pay equity, gives us better insights than the measures the Proposal requests we use.

We work to ensure pay equity and we are delivering good results.. To support our commitment to pay equity, we have established a framework for examining pay practices annually with the support of third-party analysis. All roles in our organization are reviewed and benchmarked to the external market, and we assess compensation decisions for potential pay disparities by gender, among other categories. If disparities are found and not explained in an acceptable manner, appropriate responsive action is taken. Furthermore,
we offer employees multiple channels to raise pay disparity concerns, such as our Ethics Helpline, our Human Resources team or the Law Department.

In our third report issued in March 2019, we disclosed that based on the available employee population as of September 1, 2018, for every $1.00 earned by men, women earned $0.996 for equal performance at the same level – and for every $1.00 earned by Caucasian employees, racial and ethnic minorities earn $1.005. We update and disclose this analysis annually.

We have gender diverse leadership and continue to invest in improving opportunity for women in senior leadership positions. We assess the company’s representation of women in senior positions regularly through other measures. Currently, women make up 27% of the company’s Board of Directors and as of September 1, 2018, 29% of the senior management at the company. Thirty-nine percent of the company’s global workforce is female.

We have created a global female leadership development program that uses workshops, career moves and other opportunities in training, mentoring, talent development and succession planning to ensure women have the necessary skills and opportunities to take on broader roles within the company. In 2018, 40% of our global female workforce received a lateral or upward promotion.
To ensure the growth of a diverse pipeline of future leaders, we also work with student programs that hire and support junior talent, which includes Women in Technology, Girls4Tech and LaunchCode.

We have a solid framework for implementing and managing our diversity and inclusion efforts, representing the commitment of our highest level of management and oversight by the Board. Our Chief Inclusion Officer drives our inclusion and diversity programs that support our efforts to find, recruit, develop and retain talent. Our Global Diversity and Inclusion Council (“GDIC”) reflects the value that the company attaches to diversity. It acts in an advisory capacity for the company’s Global Inclusion Office, providing direction to ensure that the strategy is embedded throughout the organization. Chaired by the CEO, the GDIC has members drawn from all of the company’s business regions: North America; Latin America/Caribbean; Europe; Asia Pacific; and Middle East and Africa. It meets regularly to evaluate different programs, partnerships and other proposals that are presented as potential means of enhancing our diverse and inclusive culture.

2019 MASTERCARD PROXY109


NON-MANAGEMENT PROPOSALS


In addition, our Board annually reviews the company’s initiatives on recruiting and retaining talent. The HRCC reviews our talent recruiting, retention and development policies and programs as well and the NCG – which is specifically charged with reviewing diversity initiatives – has been involved in the company’s reporting to provide transparency about our gender pay equality efforts.

Mastercard has been and is deeply committed to our ongoing efforts to promote diversity, inclusion and equality in our workplace. We believe that our reporting of equal pay and our reporting of other metrics related to women in our workforce together demonstrate our efforts to recruit, retain and promote women fulfills the objective of this Proposal toward ensuring that the company reflect the value of having a diverse workforce, thereby making the report requested in the Proposal unnecessary. Therefore, our Board recommends that our stockholders vote AGAINST this joint proposal.


1102019 MASTERCARD PROXY


NON-MANAGEMENT PROPOSALS

Proposal 5: Consideration of stockholder proposal on creation of human rights committee
The following proposal has been submitted to Mastercard for action at the Annual Meeting by TheSumofUs. Its shareholdings and address will be provided promptly upon request. The text of the proposal is as follows:
Resolved:
Shareholders of Mastercard Incorporated (“Mastercard”) request that the Board direct the Nominating and Corporate Governance Committee create a standing committee to oversee the Company’s responses to domestic and international developments in human rights that affect Mastercard’s business.
Supporting statement:
Mastercard’s exposure to conflict in human rights risk is significant as our company operates in over 210 countries and territories, some of which have a significant risk of human rights violations.
Companies can face risks related to human rights even when they only perform support functions. Internet infrastructure companies like web host GoDaddy, social media platform Facebook and payments firm PayPal have come under pressure for doing business with or providing a forum for neo-Nazis and other hate groups. Mastercard has received negative publicity for processing of payments to white supremacist groups. “Organizers Catch Credit Card Companies Profiting From White Supremacy: Online payment companies are complicit in authorizing transactions related to hate groups,” AlterNet, August 22, 2017 at https://www.alternet.org/news-amp-politics/color-change-activism; and “Color Of Change Is Attacking Hate Groups At The Source: Their Funding,” Fast Company, August 21, 2017 at https://www.fastcompany.com/40456061/color-of-change-is-attacking-hate-groups-at-the-source-their-funding. According to the website bloodmoney.org (accessed on December 18, 2018), Mastercard continues to process payments for organizations such as American Border Patrol, League of the South, Proud Boys and Stormfront.
The United Nations Guiding Principles on Business and Human Rights (the “Guiding Principles”) approved by the UN Human Rights Council in 2011, note that “Business enterprises may be involved with adverse human rights impacts either through their own activities or as a result of their business relationships with other parties... For the purpose of these Guiding Principles a business enterprise’s ‘activities’ are understood to include both actions and omissions; and its ‘business relationships’ are understood to include relationships with business partners, entities in its value chain, and any other non-State or State entity directly linked to its business operations, products or services. See https://www.ohchr.org/Documents/Publications/GuidingPrinciplesBusinessHR_EN.pdf, page 15.”
None of Mastercard’s current Board Committees have been assigned responsibility for overseeing human rights issues. We believe that the significant risks associated with adverse human rights impacts at Mastercard warrant specific accountability and responsibility at the Board level.
The Board’s statement in response
The Board unanimously recommends that stockholders vote AGAINST this proposal.
Mastercard is committed to treating all people fairly and with dignity, and our interest in human rights extends to all areas in which our business is involved and where we have particular expertise.
The Board does not believe that establishing a separate human rights committee is necessary to properly exercise its oversight of this important area. The NCG is responsible for considering issues significant to Mastercard related to corporate social responsibility and diversity initiatives, as well as other concerns raised by stockholders. The committee reviews legal, regulatory and public policy matters significant to Mastercard, and its charter gives the NCG the power to study or investigate any matter of interest or concern, including the retention of independent counsel or other expert advisors to facilitate its work at any time.
Our existing framework reflects our unwavering commitment to social responsibility and human rights. Our 2018 Sustainability Report details our efforts in human rights as it relates to inclusive growth, an inspired workforce, and our ethical and responsible standards. Our Corporate Citizenship Report further describes the way we monitor our providers and vendors through a supplier code of conduct and supplier diversity program. In addition, we require

2019 MASTERCARD PROXY111


NON-MANAGEMENT PROPOSALS

every supplier we work with to abide by labor laws, operate in alignment with globally recognized human rights principles and avoid the use of forced labor, whether in the form of prison labor, indentured labor, bonded labor or otherwise. While we expect each supplier to define its own human rights policy and approach, we require it to be consistent with both our supplier code of conduct and the U.N. Universal Declaration of Human Rights.
The Proposal focuses on the use of our products by certain organizations. We operate our network on the principle that consumers should be able to make all lawful purchases, and our franchise rules ensure compliance with the laws pertaining to the acceptable use of our payment processing services by merchants, acquirers and issuers. We regularly monitor activities involving our products and services for any alleged illegal use. When we process payment transactions, we do not have visibility into goods that are purchased or the use of those goods. When we are made aware of illegal activity or rules violations, we work closely with law enforcement and acquirers to shut down those activities.
Accordingly, because Mastercard has a committee with oversight over issues of corporate social responsibility and has disclosed its commitment to and oversight of human rights issues, the Board does not believe that establishing a separate human rights committee is necessary to properly exercise its oversight of this important area, nor does it add to Mastercard’s existing commitment to social responsibility and human rights.Therefore, our Board recommends that our stockholders vote AGAINST this joint proposal.



1122019 MASTERCARD PROXY


STOCK OWNERSHIP INFORMATION

Stock ownership
information
08Information about the beneficial ownership of our voting securities by directors, management and certain beneficial owners is provided in the tables in this section.

2019 MASTERCARD PROXY113


STOCK OWNERSHIP INFORMATION

Security ownership of certain beneficial owners
Below is information regarding the beneficial ownership of our voting securities by each person known to us to beneficially own more than 5% of any class of our voting securities as of April 26, 2019:
Name and address
of beneficial owner
 Shares of Class A
common stock
beneficially owned
 Percent of total outstanding Class A
common stock
beneficially owned
Mastercard Foundation1
    
250 Yonge Street, Suite 2400 112,181,762 11.0%
Toronto, Ontario M5B 2L7    
The Vanguard Group, Inc.2
    
100 Vanguard Blvd. 70,668,271 6.9%
Malvern, PA 19355    
BlackRock, Inc.3
    
55 East 52nd Street
 64,203,929 6.3%
New York, NY 10055    
1
Based on a Schedule 13G/A filed with the SEC on February 13, 2018, Mastercard Foundation has sole voting and dispositive power with respect to the shares of Class A common stock. As this 13G/A was filed more than 14 months ago, we recalculated the percentage of outstanding Class A common stock beneficially owned by Mastercard Foundation as of April 26, 2019.
2
Based on a Schedule 13G/A filed with the SEC on February 11, 2019, The Vanguard Group, Inc. has sole dispositive power with respect to 69,343,404 shares and sole voting power with respect to 1,128,105 shares of Class A common stock, shared dispositive power with respect to 1,324,867 shares of Class A common stock and shared voting power with respect to 220,100 shares of Class A common stock. Number of shares includes shares held by accounts of which Vanguard or one of its affiliates is the investment manager.
3
Based on a Schedule 13G/A filed with the SEC on February 6, 2019, BlackRock, Inc. has sole dispositive power with respect to 64,203,929 shares and sole voting power with respect to 55,394,025 shares of Class A common stock.

Section 16(a) beneficial ownership reporting compliance
Section 16(a) of the Exchange Act requires our directors and officers, and persons who beneficially own more than 10% of a registered class of our common stock, to file initial reports of ownership and reports of changes in ownership of our common stock and our other equity securities with the SEC. Based solely on our review of the copies of such forms received by us and written representations from reporting persons that no other forms were required to be filed, we believe that all of our directors and officers and persons who beneficially own more than 10% of Class A common stock complied with all Section 16(a) filing requirements applicable to them with respect to events and transactions that occurred during 2018.

1142019 MASTERCARD PROXY


STOCK OWNERSHIP INFORMATION

Security ownership of directors and management
The following table shows, as of April 26, 2019, all shares of Class A common stock beneficially owned by each director, each named executive officer, and all directors and executive officers as a group. Such shares consist of:
the number of shares of Class A common stock directly or indirectly owned
any shares of Class A common stock that could have been acquired through the exercise of options to purchase shares of Class A common stock exercisable within 60 days of that date
any other stock awards that would vest (or have restrictions removed) within 60 days of that date, including restricted stock units, DSUs and restricted stock
Unless otherwise indicated, each of the named individuals and each member of the group have sole voting power and sole investment power with respect to the shares beneficially owned. The number of shares beneficially owned, as that term is defined by Rule 13d-3 under the Exchange Act, by all directors and executive officers as a group as of April 26, 2019 and each director and named executive officer individually is less than 1% of the outstanding shares of Class A common stock. No director or executive officer beneficially owns, either directly or indirectly, any shares of Class B common stock.

Name Shares of
Class A
common stock
directly and
indirectly owned
 Shares of Class A
common stock
obtainable within
60 days
 Total shares of
Class A common
stock beneficially
owned (shown
in columns
(a) and (b))
  (a) 
(b)1
 (c)
Richard Haythornthwaite 10,774 25,209 35,983
Ajay Banga 
340,6482
 1,518,817 
1,859,4652
Silvio Barzi 12,335 6,557 18,892
David R. Carlucci 46,095 12,317 58,412
Richard K. Davis 2,475 993 3,468
Steven J. Freiberg 25,605 6,557 32,162
Julius Genachowski 
1,9713
 6,557 
8,5283
Choon Phong Goh  1,258 1,258
Merit E. Janow 1,965 6,557 8,522
Nancy Karch 11,062 22,542 33,604
Oki Matsumoto  4,548 4,548
Youngme Moon   
Rima Qureshi 10,172 6,557 16,729
José Octavio Reyes Lagunes 
19,9104
 9,747 
29,6574
Gabrielle Sulzberger 250 543 793
Jackson Tai 23,470 8,522 31,992
Lance Uggla 2,363  2,363

2019 MASTERCARD PROXY115


STOCK OWNERSHIP INFORMATION

Name Shares of
Class A
common stock
directly and
indirectly owned
 Shares of Class A
common stock
obtainable within
60 days
 Total shares of
Class A common
stock beneficially
owned (shown
in columns
(a) and (b))
  (a) 
(b)1
 (c)
Ann Cairns 71,088 247,808 318,896
Gilberto Caldart5
 
54,2053,5
 50,176 
104,3813,5
Martina Hund-Mejean6
 
78,2123
 379,638 
457,8503
Tim Murphy 
31,2797
 64,190 
 95,4697
Craig Vosburg 
24,7333
 82,240 
106,9733
All directors and executive officers as a group (30 persons) 
962,7712,3,4,6,7,8
 2,803,558 
3,766,3291,2,3,4,6,7,8
1
Includes shares of Class A common stock underlying stock options exercisable, restricted stock units vesting, deferred stock units receivable and restricted stock with restrictions removable within 60 days of April 26, 2019. For non-employee directors, also includes DSUs and restricted stock that will be settled or have restrictions removed, as applicable, within 60 days of termination of service as a director.
2
Includes 42,123 shares held in a grantor retained annuity trust and 23,487 shares held in an irrevocable trust, for each of which Mr. Banga is the trustee. Mr. Banga has sole voting and investment power with respect to such shares.
3
Fractional shares have been rounded up to the nearest whole share.
4
Includes 19,910 shares are held in a trust of which Mr. Reyes is the trustee. Mr. Reyes has sole voting and investment power with respect to such shares.
5
Includes 54,205 shares held in a family-owned company controlled by Mr. Caldart. Mr. Caldart has sole voting and investment power with respect to such shares.
6
On April 1, 2019, Ms. Hund-Mejean retired from the position of Chief Financial Officer.
7
Includes 2,000 shares held by Mr. Murphy’s dependent children.
8
Includes 106,158 shares held in a company controlled by an executive officer. Such executive officer has sole voting power and investment power with respect to such shares.

1162019 MASTERCARD PROXY


ABOUT THE ANNUAL MEETING AND VOTING

About the Annual
Meeting and voting
09This section, organized in a Q&A format, is designed to provide stockholders with answers to general questions about our Annual Meeting.

2019 MASTERCARD PROXY117


ABOUT THE ANNUAL MEETING AND VOTING

Why am I receiving these proxy materials?

WeYou are providingreceiving this proxy statement and additional proxy materials in connection with the Board’s solicitation of proxies to be voted at the Annual Meeting or at any adjournment or postponement thereof.of it.
How is MasterCardMastercard distributing proxy materials?
Under SEC rules, we are furnishing our proxy materials online. On or about April 29, 2016,2019, we expect to start mailing to our Class A common stockholders (other than those who previously requested electronic or paper delivery) thea Notice containing instructions onof Internet Availability of Proxy Materials (“Notice”), which explains how to access the proxy materials online and to make suchthe materials available as of such date on www.proxyvote.com. If you receive a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice tells you how to access and review all of the important information contained in the proxy materials.materials online. The Notice also tells you how you mayto submit your proxy via the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, follow the instructions contained in the Notice aboutexplaining how you mayto request to receive a copy electronically or in printed formmaterials on a one-time or on-goingongoing basis. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet as we believe electronic delivery will expedite the receipt ofallow you to receive your materials while loweringfaster and also will lower costs and reducingreduce the environmental impact of our Annual Meeting by reducing the printing and mailing of full sets of materials.
In addition toOur proxy materials include this proxy statement our proxy materials includeand the Annual Report, which includes the 20152018 Form 10-K.
Copies of the 20152018 Form 10-K as well asand our other periodic filings also are available on our website (http://www.mastercard.com) in the “Investor Relations” section of our website (www.mastercard.com/investor) under “Financials & SEC Filings”.Filings.” The information included in our website is not incorporated herein by reference.
A copy of the proxy materials, including our 2015 Annual Report, which includes a copy of our
2015the 2018 Form 10-K, will be furnished to you free of charge upon request to our Corporate Secretary or to our proxy solicitor at, respectively:
MasterCardmaster3494241-npsx107x1.jpg
Mastercard Incorporated
Office of the Corporate Secretary
2000 Purchase Street
Purchase, New YorkNY 10577
orMorrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Telephone:
203.658.9400
master3494241-npsx107x2.jpg
Attention: Janet McGinness
corporate.secretary@mastercard.com
Fax: (914) 249-4366Telephone: 914.249.2000
or 
Georgeson Inc.
480 Washington Boulevard
26th Floor
Jersey City, New Jersey 07310
Telephone: (877) 255-0134
Who is entitled to vote at the Annual Meeting?annual meeting?
We have two classes of stock outstanding: Class A common stock and Class B common stock. Our publicly-tradedpublicly traded Class A common stock is our only class of voting stock. Our Class A stockholders are the only stockholders entitled to notice of, and to vote on, proposals at the Annual Meeting or any adjournment or postponement of the meeting. As of April 25, 2016, 1,078,314,94726, 2019, 1,009,861,843 shares of ClassClass A common stock were outstanding.
Class A stockholders of record on the Record Date are entitled to vote their shares at the Annual Meeting or any adjournment or postponement thereof.of it. Each share of Class A common stock is entitled to one vote per share on all matters on which stockholders are entitled to vote. The Record Date is established by the Board as required by Delaware Lawlaw and our by-laws.
Class B common stock is a non-voting class held only by certain of our customers and was distributed in connection with our IPO.initial public offering. Except as may be required by Delaware Law,law, holders of Class B common stock have no voting power and aremay not entitled to vote on the proposals in this proxy statement. This structure ensures that our customers, who are restricted

2016 MasterCard Proxy  77

About the Annual Meeting and Voting

from holding shares of Class A common stock, do not have a vote at the Annual Meeting. Class B shares account for only 1.9%1.1% of our total outstanding equity as of April 25, 2016.26, 2019.
A list of stockholders of record as of the Record Date can be reviewed by any stockholder or their attorney or agent for purposes germane to the meeting during normal business hours 10 days prior to the Annual Meeting at the offices of Mastercard’s Corporate Secretary at 2000 Purchase Street, Purchase, NY, and at the Annual Meeting.
What matters will be voted on at the Annual Meeting?
The following matters are scheduled for vote by Class A stockholders at the Annual Meeting:
1.    Election of 15 directors
1.Elect the 12 nominees named in this proxy statement to serve on the Board as directors
2.    Advisory approval of Mastercard’s executive compensation
2.Approve on an advisory basis MasterCard’s executive compensation
3.
Ratify    Ratification of the appointment of PwC as the independent registered public accounting firm for MasterCardMastercard for 20162019
4.    Consideration of two stockholder proposals if properly presented
ActAction on any other business which may properly come before the Annual Meeting or any adjournment or postponement thereof.of the Annual Meeting

1182019 MASTERCARD PROXY


ABOUT THE ANNUAL MEETING AND VOTING

What is the quorum requirement for the Annual Meeting?
The presence in person or by proxy at the Annual Meeting of the holders of a majority of the outstanding shares of Class A common stock entitled to vote as of the Record Date on any of the proposals to be voted upon at the Annual Meeting will constitute a quorum.
What is the difference between holding shares as a registered stockholder and holding shares in street name?
If your shares of common stock are owned directly in your name with our transfer agent, ComputershareEQ Shareowner Services, LLC, you are considered a registered holder of those shares.
If your shares of common stock are held by a broker, bank or other nominee, you hold those shares in street name. Your broker, bank or other nominee will vote your shares as you direct.
If I hold shares in street name, does my broker need instructions in order to vote my shares?
Under the rules of the NYSE, if you hold shares of common stock in street name and do not submitgive specific voting instructions to your brokers, banksbroker, bank or other nominees, theynominee, generally your nominee will have discretion to vote your shares on routine matters but will not have discretion to vote your shares on non-routine matters. When the broker, bank or other nominee is unable to vote on a proposal because the proposal is not routine and you do not provide any voting instructions, a broker non-vote occurs, and, as a result, your shares will not be voted on these proposals.
Therefore:
on the non-routine proposals of election of directors (Proposal 1) and advisory approval of our executive compensation (Proposal 2), your broker, bank or other nominee will not be able to vote without instruction from you, and
on the routine proposal of ratification of the appointment of PwC as our independent registered public accounting firm for 2016 (Proposal 3), your broker, bank or other nominee may vote in their discretion without instruction from you.

On the following non-routine proposals, your broker, bank or other nominee will not be able to vote without instruction from you (resulting in a broker non-vote):
2016 MasterCard Proxy  78
    Proposal 1
Election of directors
•    Proposal 2Advisory approval of our executive compensation
•    Proposals 4-5Stockholder proposals
On the following routine proposal, your broker, bank or other nominee may vote in its discretion without instruction from you:
•    Proposal 3Ratification of the appointment of PwC as our independent registered public accounting firm for 2019

About the Annual Meeting and Voting

What are my voting choices for each matter, and how does the Board recommend that I vote?
ProposalVoting choicesBoard
recommendation
Proposalmaster3494241-npsx105x1.jpg
Voting Choices
Board
Recommendation
ElectElection of the 1215 nominees named in this proxy statement to serve on MasterCard’s Board as directors
With respect to each director
nominee:

For

Against

Abstain
For election of all 12
15 director nominees

iconcheckboxgreenongray.jpg
Approve on an advisory basis MasterCard’sAdvisory approval of Mastercard’s executive compensation
For

Against

Abstain
For
master3494241-npsx105x1.jpg
RatifyRatification of the appointment of PwC as our independent registered public accounting firm for 20162019For
Against
Abstain
For
For
Against
Abstaincrossboxdarkgray.jpg
Stockholder proposalsFor
Against
Abstain
Against
What vote is needed to elect directors?
EachSince the election is uncontested, each nominee who receives a greater number of the nominees receiving the affirmative vote of a majority of the“for” votes cast by Class A stockholdersthan “against” votes will be elected to serve as a director. Abstentions by stockholders and broker non-votes are not treated as votes cast and will have no effect on the outcome of this proposal.
The election of the nominees is subject to the Board’s “majority voting” policy regarding directors who do not receive a majority of “For” votes.policy. Generally under this policy:
New director candidatesnominees who fail to receive a majority of votes cast in an uncontested election would fail towill not be elected.
To be re-nominatedrenominated to serve on the Board, incumbent directors must submitprovide an irrevocable resignationsresignation to the Board that areis effective only upon:when: (1) the director does not receivingreceive a majority of the votes cast in an uncontested election and (2) the Board’s subsequent acceptance ofBoard accepts the proffered resignation. If an incumbent director fails todoes not receive a majority of the votes cast in an uncontested election, the Board then would then evaluate and act on the proffered resignation within 90 days of the election, taking into account the recommendation of the NCG.

2019 MASTERCARD PROXY119


ABOUT THE ANNUAL MEETING AND VOTING

Any vacancies resulting from the Board’s acceptance of a contingent resignation, or from the failure of a new director candidatenominee to receive a majority of the votes cast in an uncontested election, may be filled by the Board.Board or the Board may reduce its size.
Plurality voting (by which directors receiving the greatest number of votes cast are elected) applies in the case of any contested elections.
The Board has received a contingent resignation from each of the 1215 director nominees included in this proxy statement.

2016 MasterCard Proxy  79

About the Annual Meeting and Voting

What vote is required in order for the other matters to be voted upon at the Annual Meeting to be adopted?
Proposal
Voting Requirementsrequirements
Effect of
Abstentions
Effect of Broker 
Non-Votes
abstentions
Effect of broker non-votes
2
Approve on an advisory basis MasterCard’s    Advisory approval of Mastercard’s executive compensationAffirmative vote ofA majority of votes cast by Class A stockholders (tomust be approved on an advisory and non-binding basis)“for” the proposalNo effect on outcomeNo effect on outcome
3
Ratify    Ratification of the appointment of PwC as our independent registered public accounting firm for 20162019Affirmative vote ofA majority of votes cast by Class A stockholders must be “for” the proposal (ratification not required by applicable laws)No effect on outcomeNot applicable –
brokers are permitted to vote on this matter without specific instruction from the beneficial owner
4-5    Stockholder proposals
A majority of votes cast by Class A stockholders must be “for” the proposalNo effect on outcomeNo effect on outcome
How do I vote my shares?
You can cast your vote by calling the toll-free telephone number or by using the Internet as described in the instructions included on the Notice. If you receive a paper copy of the proxy materials, you may also vote your shares by completing, signing, dating and returning your proxy card or voting instruction form. Your vote will be cast in accordance with the instructions authorized by telephone or Internet or included on a properly signed and dated proxy card or voting instruction form, as applicable. We must receive your vote, either by telephone, internet,Internet, proxy card or voting instruction form, by 11:59 p.m. (Eastern time) on June 27, 201624, 2019 for your vote to be counted. If you are a stockholder, you also can also attend the Annual Meeting in person and vote or you can send a representative to the meeting with a signed proxy to vote on your behalf. Be sure to read “What do I need to do if I would like to attend the Annual Meeting?” on pg 122 if you are considering coming to the Annual Meeting.
If you do not vote by telephone or Internet, return a signed proxy card or voting instruction form, or attend the meeting in person or by representative and vote, no vote will be cast on your behalf. Each of the Notice, proxy card and voting instruction form indicates on its face the number of shares of common stock registered in your name at the close of business on the Record Date, which number corresponds to the number of votes you will be entitled to cast at the meeting on each proposal. See “— You can find further discussion of Class A common stock voting power in Who is entitled to vote at the Annual Meeting?” above for further discussion of the voting power of Class A common stock. on pg 118.
You are urged to follow the instructions on your Notice, proxy card or voting instruction form to indicate how your vote is to be cast.
Pursuant toUnder Section 212(c) of the Delaware General Corporation Law, stockholders may validly grant proxies over the Internet. Your Internet vote authorizes the proxies designated by MasterCardMastercard to vote your shares in the same manner as if you had returned a proxy card or voting instruction form. In order to vote over the Internet, follow the instructions providedincluded on your Notice.

2016 MasterCard Proxy  80


About the Annual Meeting and Voting1202019 MASTERCARD PROXY


ABOUT THE ANNUAL MEETING AND VOTING

What can I do if I change my mind after I vote my shares?
Any stockholder who authorizes its vote by telephone or by Internet or executes and returns a proxy card or voting instruction form may revoke the proxy by:by either:
notifying in writing the Office of the Corporate Secretary of MasterCardMastercard Incorporated at 2000 Purchase Street, Purchase, New YorkNY 10577, Attention: Janet McGinness, by notice that is received no later than 11:59 p.m. (Eastern time) on June 27, 201624, 2019
executing and returning a subsequent proxy that is received no later than 11:59 p.m. (Eastern time) on June 27, 201624, 2019
subsequently authorizing the individuals designated by MasterCardMastercard to vote its interests by calling the toll-free telephone number or by using the Internet as described in the instructions included on its Notice before the closingclose of voting at 11:59 p.m. (Eastern time) on June 27, 2016,24, 2019 or
appearing in person or by representative with a signed proxy and voting at the Annual Meeting.Meeting
AttendanceAttending the Annual Meeting in person or by representative at the Annual Meeting will not in and of itself constitute revocation ofrevoke a proxy. If you plan to voteYou can find more information on voting your shares in person at the Annual Meeting seebelow under the requirements set forth in “— subheading, What do I need to do if I would like to attend the Annual Meeting?” above.on pg 122.
How are my shares voted by the proxies designated by the company?
Unless contrary instructions are indicated on the proxy, all shares represented by valid proxies received pursuant to this solicitation (and not revoked before they are voted) will be voted as specified in accordance with the above Board recommendations indicated above.recommendations.
With respect to director nominations, in the event thatshould any nominee would be unable to serve, the persons designated as proxies reserve full discretion to vote for another person. Inperson or the eventBoard may reduce its size. If you specify a different choice on the proxy, your shares will be voted in accordance with the specification you made.as specified by you.
Who bears the cost of soliciting votes for the Annual Meeting?
We will bear the costs of the solicitation of proxies, including the cost of preparing, printing and mailing the Notice, this proxy statement and related proxy materials. In addition to the solicitation of proxies by use of the mail, proxies may be solicited from stockholders by directors, officers, employees andor agents of MasterCardMastercard in person or by telephone, facsimile or other appropriate means of communication. We have engaged Georgeson Inc.Morrow Sodali LLC to solicit proxies on our behalf. The anticipated cost of Georgeson Inc.’sMorrow Sodali LLC’s services is estimated to be approximately $20,000 plus reimbursement of reasonable out-of-pocket expenses. No additional compensation, except for reimbursement of reasonable out-of-pocket expenses, will be paid to our directors, officers or employees in connection with the solicitation. Any questions or requests for assistance regarding this proxy statement and related proxy materials may be directed to:to Mastercard’s Corporate Secretary or Morrow Sodali using the contact information on pg 118.
MasterCard Incorporated
Office of the Corporate Secretary
2000 Purchase Street
Purchase, New York 10577
Attention: Janet McGinness
Telephone: (914) 249-2000
Fax: (914) 249-4366
or        
Georgeson Inc.
480 Washington Boulevard
26th Floor
Jersey City, New Jersey 07310
Telephone: (877) 255-0134


2016 MasterCard Proxy  81

About the Annual Meeting and Voting

What is “Householding”“householding”?
The SEC has adopted rules that allow a company to deliver a single Notice or set of proxy materials to an address shared by two or more of its stockholders. This method of delivery, known as “householding”,“householding,” permits us to realize significant cost savings and reduces the amount of duplicate information stockholders receive. In accordance with notices sentWe are sending only one Notice to stockholders sharing a single address we are sending only one Notice (or, if requested, one set of proxy materials)materials to that addressaddress) unless we have received contrary instructions from a stockholder at that address. Any stockholders who object to, or wish to begin, householding may notify our Corporate Secretary orally or in writing at the above telephone number or address, as applicable, set forth above.address. We will deliver promptly an individual copy of the Notice and, if requested, proxy materials to any stockholder who revokes its consent to householding upon our receipt of such revocation.householding.
Who counts the votes?
Georgeson Inc.Morrow Sodali LLC will act as inspector of elections and will certify the voting results.

2019 MASTERCARD PROXY121


ABOUT THE ANNUAL MEETING AND VOTING

How do I find out the voting results?
We will announce preliminary voting results at the Annual Meeting. We will disclose the final voting results in a Current Report on a Form 8-K to be filed with the SEC on or before July 5, 2016.1, 2019. The Form 8-K will be available on our website (http://www.mastercard.com) in the “Investor Relations” section of our website (www.mastercard.com/investor) under “Financials & SEC Filings” and on the SEC’s website at http://www.sec.gov.
What do I need to do if I would like to attend the Annual Meeting?
If you attend the Annual Meeting, you will be asked to present photo identification, such as a driver’s license, when you arrive. If you hold your shares in “street name”,street name, typically through a brokerage account, you also will also need proof of ownership to be admitted to the meeting. A recent brokerage statement or a letter from your bankbroker or brokerbank are examples of proof of ownership. If you want to vote your shares held in street name in person at the meeting, you must bring with you a written proxy in your name from the broker, bank or other nominee that holds your shares.
Our Annual Meeting will be held at our corporate headquarters at 2000 Purchase Street, Purchase, NY 10577.NY. For directions, you may call our Investor Relations Department at (914) 249-4564.914.249.4565.

What if I have a disability?
Mastercard provides reasonable accommodations to individuals with a disability who request them in order to participate in the Annual Meeting. We ask that requests for assistance be made on or before June 15, 2019 (10 days before the Annual Meeting), if possible. Please direct your requests to the Office of the Corporate Secretary as follows:
master3494241-npsx108x2x.jpg
2016 MasterCard ProxyBy emailto corporate.secretary@mastercard.com
By telephone 914.249.2000
Bymail 82to Mastercard Incorporated, Office of the Corporate
Secretary, 2000 Purchase Street, Purchase, NY 10577,
Attention: Janet McGinness

Important Dates Related to the 2017 Annual Meeting • Other Matters

IMPORTANT DATES RELATED TO 2017 ANNUAL MEETING
If a stockholder intends to submit any proposal for inclusion in our proxy statement for our 2017 annual meeting of stockholders in accordance with Rule 14a-8 under the Exchange Act (“Rule 14a-8”), the proposal must be received by the Corporate Secretary no later than December 30, 2016.
Separate and apart from the requirements of Rule 14a-8, our by-laws require advance notice for a stockholder to properly bring nominations of directors or any other business before any annual meeting of stockholders. In order to be timely, such notice must be received by our Corporate Secretary between February 28, 2017 and March 30, 2017 and must also comply with the additional requirements of our by-laws.
Copies of our current by-laws are available through our website (http://www.mastercard.com) in the “Investor Relations” section under “Corporate Governance” and “Corporate Documents” or may be obtained from the Corporate Secretary.
OTHER MATTERSOther matters
Management does not know of any business to be transacted at the Annual Meeting other than as indicated herein.Should any such matter properly come before the Annual Meeting for a vote, the persons designated as proxies will vote thereon in accordance with their best judgment.judgment.
You are urged to promptly vote your interests by calling the toll-free telephone number or by using the Internet as described in the instructions included on your Notice or, if you received a paper copy of the proxy materials, by completing, signing, dating and returning your proxy card or voting form.
By Order of the Board of Directors
Janet McGinness
Corporate Secretary


Purchase, New York
April 29, 2016

2016 MasterCard Proxy  83

1222019 MASTERCARD PROXY


SUBMISSION OF 2020 PROPOSALS AND NOMINATIONS

Appendix A
Submission of 2020 proposals and nominations
10Deadlines for submitting proposals for inclusion in our proxy statement for our 2020 annual meeting of stockholders, director nominations and other proposals to be considered at the 2020 annual meeting are described in this section.

Appendix A
2019 MASTERCARD PROXY123


SUBMISSION OF 2020 PROPOSALS AND NOMINATIONS

NON-GAAP FINANCIAL MEASURES AND
Proposals for inclusion in the proxy statement for the 2020 annual meeting
If a stockholder intends to submit a proposal for inclusion in our proxy statement for our 2020 annual meeting of stockholders in accordance with Rule 14a-8 under the Exchange Act, the proposal must be received by our Corporate Secretary no later than December 31, 2019.
Director nominations for inclusion in the proxy statement for the 2020 annual meeting (proxy access)
Our by-laws permit a stockholder, or a group of up to 20 stockholders, owning 3% or more of the company’s outstanding Class A common stock for at least three years to submit director nominees for up to 20% of the Board for inclusion in our proxy statement if the stockholder(s) and the nominee(s) meet the requirements in our by-laws. Notice of director nominations submitted under these proxy access by-law provisions must be received no earlier than December 1, 2019 and no later than December 31, 2019 for inclusion in the 2020 proxy statement.

Other proposals or director nominations to be presented at the 2020 annual meeting
Our by-laws also provide for an advance notice procedure for director nominations and stockholder proposals that are not submitted for inclusion in the proxy statement but that a stockholder instead wishes to present at an annual meeting. To be timely, a notice of director nominations or other matters a stockholder wishes to present at the 2020 annual meeting must be received by our Corporate Secretary between February 26, 2020 and March 27, 2020 and must comply with the additional requirements of our by-laws.
You can find more information about proxy access and our advance notice procedure for director nominations in our by-laws posted on our website at https://s2.q4cdn.com/242125233/files/doc_downloads/organizational_documents/2017/FINAL-Amended-and-Restated-By-Laws-of-Mastercard-Incorporated.pdf.

1242019 MASTERCARD PROXY


APPENDICES

Appendices
11


2019 MASTERCARD PROXY125


APPENDICES

Appendix A:
Non-GAAP financial measures
and GAAP RECONCILIATIONSreconciliations
Non-GAAP Financial Information

financial information
In this proxy statement, MasterCard discloseswe disclose non-GAAP financial measures for net income and diluted earnings per share, (as well asexcluding the impact of the following special items (“Special Items”):
Litigation provisions
During 2018, we recorded pre-tax charges of $1,128 million ($1,008 million after tax, or $0.96 per diluted share) related growth rates)to litigation provisions, which included pre-tax charges of:
$654 million related to a fine issued by the European Commission;
$237 million related to both the U.S. merchant class litigation and operating margin, each presented onthe filed and anticipated opt-out U.S. merchant cases;
$237 million related to litigation settlements with U.K. and Pan-European merchants.
During 2017, we recorded pre-tax charges of $15 million ($10 million after tax, or $0.01 per diluted share) related to a pro forma basis giving effect to the exclusion of bothlitigation settlement with Canadian merchants.
Tax act
During 2018, we recorded a settlement charge$75 million net tax benefit ($0.07 per diluted share), which included a $90 million benefit ($0.09 per diluted share) related to the terminationcarryback of foreign tax credits due to transition rules, offset by a net $15 million expense ($0.01 per diluted share) primarily related to the true-up to our 2017 mandatory deemed repatriation tax on accumulated foreign earnings.
During 2017, we recorded additional tax expense of $873 million ($0.81 per diluted share), which included $825 million of provisional charges attributable to a one-time deemed repatriation tax on accumulated foreign
earnings, the remeasurement of our qualifiednet deferred tax asset in the U.S. defined benefit pension plan (the “U.S. Employee Pension Plan Settlement Charge”) and the recognition of a chargedeferred tax liability related to a U.K. merchantchange in assertion regarding reinvestment of foreign earnings, as well as $48 million additional tax expense related to a foregone foreign tax credit benefit on 2017 repatriations.
Venezuela charge
During 2017, we recorded a pre-tax charge of $167 million ($108 million after tax, or $0.10 per diluted share) in general and administrative expenses related to the deconsolidation of our Venezuelan subsidiaries.
We excluded these Special Items as management evaluates the underlying operations and performance of the company separately from litigation settlement (the “U.K. Merchant Litigation Settlement Provision”), each recorded duringjudgments and settlements related to interchange and other one-time items, as well as the year ended December 31, 2015. Eachrelated tax impacts.
In addition, we present growth rates adjusted for the impact of these itemsforeign currency, which is a non-GAAP financial measure. MasterCard excluded these items because MasterCard’s management monitors significant one-time items separately from ongoing operationsCurrency-neutral growth rates are calculated by remeasuring the prior period’s results using the current period’s exchange rates for both the translational and evaluates ongoing performance without these amounts. MasterCard’s management believestransactional impacts on operating results. The impact of the transactional foreign currency represents the effect of converting revenue and expenses occurring in a currency other than the functional currency. We believe the presentation of the impact of foreign currency provides relevant information.
We believe that the non-GAAP financial measures presented facilitate an understanding of MasterCard’sour operating performance and provide a meaningful comparison of itsour results between periods.

Management also presents in this Proxy Statement growth rates adjusted for foreign currency, which is a non-GAAP financial measure. Due to the impact of foreign currency rate fluctuations on reported results, MasterCard’s management believes the presentation on certain growth rates for currency, calculated by re-measuring the prior period’s results using the current period’s exchange rates, provides relevant information.

MasterCard’s management uses We use non-GAAP financial measures to, among other things, evaluate itsour ongoing operations in relation to historical results, for internal planning and forecasting purposes, and in the calculation of performance-based compensation. The following table reconciles the non-GAAP financial measures presented to the most directly comparable

1262019 MASTERCARD PROXY


APPENDICES

GAAP financial measures. The presentation of non-GAAP financial measures should not be considered in isolation or as a substitute for MasterCard’s related financial results prepared in accordance with GAAP.
GAAP Reconciliations
reconciliations
($ in millions, except per share data)

 
Year Ended
December 31, 2015
Year Ended December 31, 2014Year-over-year Growth
 ActualSpecial Items (a)Non-GAAPActualActualSpecial Items (a)Foreign Currency (b)Non-GAAP
Net Revenue$9,667$9,667$9,4412%(6)%8%
Operating Income$5,078$140$5,218$5,106(1)%(3)%(7)%10%
Operating Margin52.5% 54.0%     
Net Income$3,808$95$3,903$3,6175%(3)%(7)%15%
Diluted Earnings per Share$3.35$0.08$3.43$3.108%(3)%(8)%18%
         
Note: Figures may not sum due to rounding
(a) Represents effect of the U.S. Employee Pension Plan Settlement Charge and the U.K. Merchant Litigation Settlement Provision
(b) Represents the impact of currency rate fluctuations on reported results
  Year ended December 31, 2018
  Net revenue  Net income  Diluted earnings per share
Reported – GAAP $14,950 $5,859 $5.60
Litigation provisions ** 1,008 0.96
Tax act ** (75) (0.07)
Non-GAAP $14,950 $6,792 $6.49
  Year ended December 31, 2017
  Net revenue  Net income  Diluted earnings per share
Reported – GAAP $12,497 $3,915 $3.65
Tax act ** 873 0.81
Venezuela charge ** 108 0.10
Litigation provisions ** 10 0.01
Non-GAAP $12,497 $4,906 $4.58
  
Year ended December 31, 2018 as compared to the
year ended December 31, 2017
  Increase/(Decrease)
  Net revenue  Net income  Diluted earnings per share
Reported –GAAP 20% 50% 53%
Litigation provisions ** 25% 26%
Tax act ** (33)% (34)%
Venezuela charge ** (3)% (3)%
Non-GAAP 20% 38% 42%
Foreign currency1
 —% —% —%
Non-GAAP – currency-neutral 20% 38% 41%
Note: Figures may not sum due to rounding.
**Not meaningful
1
Represents the foreign currency translational and transactional impact.

2019 MASTERCARD PROXY127


APPENDICES


Appendix B: Growth rates

The following table reflects cross-border volume and switched transactions growth rates. For comparability purposes, we normalized the growth rates for the effects of differing switching days between periods. Additionally, we adjusted the switched transactions growth rate for the deconsolidation of our Venezuelan subsidiaries in 2017.
Year ended
December 31, 2018
Growth (local)
Cross-border volume as reported19%
Cross-border volume, normalized18%
Switched transactions as reported13%
2016 MasterCard Proxy Switched transactions, normalized 841
17%

1
Adjusted for the deconsolidation of Venezuela subsidiaries.

Appendix B1282019 MASTERCARD PROXY


Appendix B

GLOSSARY OF ACRONYMS AND TERMS
USED IN THIS PROXY STATEMENT
TermDescription
Class A common stockClass A common stock, par value $0.0001 per share
Class A stockholderHolder of shares of Class A common stock
Class B common stockClass B common stock, par value $0.0001 per share
Delaware LawGeneral Corporation Law of the State of Delaware
DSUDeferred Stock Unit
Exchange ActSecurities Exchange Act of 1934, as amended
2015 Form 10-KAnnual Report on Form 10-K for the year ended December 31, 2015 that was filed with the SEC on February 12, 2016
GAAPGenerally Accepted Accounting Principles in the United States of America
HRCCHuman Resources and Compensation Committee of the Board
IPOMasterCard’s initial public offering in May 2006
Internal Revenue CodeInternal Revenue Code of 1986, as amended
LTIPLong Term Incentive Plan
MasterCard InternationalMasterCard International Incorporated
NCGNominating and Corporate Governance Committee of the Board
NEONamed Executive Officer
NYSENew York Stock Exchange
PCAOBPublic Company Accounting Oversight Board
PSUPerformance Stock Unit
PwCPricewaterhouseCoopers LLP
RSURestricted Stock Unit
SEAICPSenior Executive Annual Incentive Compensation Plan
SECUnited States Securities and Exchange Commission
TSRTotal Shareholder Return




2016 MasterCard Proxy  85




backcover.jpg




A world beyond cashmastercardincp213431942225c1.jpg



Every day, everywhere, we use our technology and expertise
to make payments safe, simple and smart


To strive to return long-term value
on the investment you have made in usa2019proxycard.jpg